EXHIBIT 10.22
      
                        CREDIT AGREEMENT
    
               This CREDIT AGREEMENT is entered into as of February 26, 1999,
    among BEDFORD PROPERTY INVESTORS, INC., a Maryland corporation (the
    "Company"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a
    national banking association, and the several additional financial
    institutions from time to time party to this Agreement (collectively, the
    "Banks"; individually a "Bank"), BANK OF AMERICA NATIONAL TRUST AND
    SAVINGS ASSOCIATION, as administrative agent for the Banks.
    
                       Factual Background
    
               WHEREAS, the Company has requested that the Banks make
    available to the Company a secured revolving line of credit; and
    
               WHEREAS, the Banks have agreed to make available to the
    Company a secured revolving line of credit on the terms and subject to
    the conditions set forth in this Agreement.
    
                           Agreement
    
               NOW, THEREFORE, in consideration of the mutual agreements,
    provisions and covenants contained herein, the parties agree as follows:
    
          1.   Definitions.
    
               1.1  Defined Terms.  In addition to the terms defined
    elsewhere in this Agreement, the following terms have the following
    meanings:
    
               "Administrative Agent" means Bank of America in its capacity
    as administrative agent for the Banks hereunder, and any successor
    administrative agent designated under Section 9.4.
    
               "Affiliate" means, as to any Person, any other Person which,
    directly or indirectly, is in control of, is controlled by, or is under
    common control with, such Person.  A Person shall be deemed to control
    another Person if the controlling Person possesses, directly or
    indirectly, the power to direct or cause the direction of the management
    and policies of the other Person, whether through the ownership of voting
    securities, by contract or otherwise.  In no event shall any of the Banks
    be deemed an "Affiliate" of the Company or of any Subsidiary of the
    Company.
    
               "Agent-Related Persons" means Bank of America and any
    successor administrative agent designated under Section 9.4, together
    with their respective Affiliates and the officers, directors, employees
    and agents of such Persons.
    
               "Agent's Payment Office" means the address for payments set
    forth herein for the Administrative Agent, or such other address as the
    Administrative Agent may from time to time specify.
    
               "Agreement" means this Credit Agreement, as amended,
    supplemented or modified from time to time.
    
               "Applicable Margin" means (a) with respect to Reference Rate
    Loans, zero (0) basis points; and (b) with respect to LIBOR Rate Loans,
    (i) 110 basis points when Leverage is less than or equal to 0.30, (ii)
    120 basis points when Leverage is greater than 0.30 but less than or
    equal to 0.40, or (iii) 135 basis points when Leverage is greater than
    0.40.
    
               "Appraisal" means a real estate appraisal conducted in
    accordance with the Uniform Standards of Professional Appraisal Practice
    (as promulgated by the Appraisal Standards Board of the Appraisal
    Foundation), all Requirements of Law applicable to the Banks and all
    applicable internal policies of the Banks, prepared by the Administrative
    Agent or undertaken by an independent appraisal firm satisfactory to the
    Administrative Agent, and providing an assessment of fair market value
    of a parcel of property, taking into account any and all Estimated
    Remediation Costs.
    
               "Appraised Value" means, for an Approved Parcel at any time,
    an amount equal to the "as is" fair market value of such Approved Parcel
    (excluding any portion of such Approved Parcel consisting of undeveloped
    land, including excess land, to which no value will be assigned)
    established by the Administrative Agent's most recently completed
    Appraisal of such Approved Parcel.  The Appraised Value of an Approved
    Parcel shall be adjusted upon the completion and review by the Banks of
    each Appraisal of such Approved Parcel (and, in the event of a
    disagreement among the Banks, with the approval of the Administrative
    Agent and the Majority Banks).
    
               "Approved Parcel" means a Parcel satisfying all of the
    conditions set forth in Section 4.1.
    
               "Approved Parcel Value" means, for any Approved Parcel at any
    time, the lesser of (a) the Collateral Value of such Approved Parcel at
    such time and (b) the Cash Flow Value of such Approved Parcel at such
    time.
    
               "Assignee" has the meaning specified in subsection 10.8.1.
    
               "Attorney Costs" means and includes all reasonable fees and
    disbursements of any law firm or other external legal counsel, the
    allocated cost of internal legal services and all disbursements of
    internal counsel.
    
               "Availability" means, at any time, the difference between (a)
    the lesser of (i) the Total Approved Parcel Value at such time and
    (ii) the Maximum Commitment Amount at such time, and (b) the principal
    amount outstanding under this Agreement at such time.
    
               "Average Unused" has the meaning specified in Section 2.9.
    
               "Bank" has the meaning specified in the introductory sentence
    of this Agreement; Bank of America in its capacity as a lender hereunder
    is one of the Banks.  Unless the context otherwise clearly requires, any
    reference to a "Bank" includes any such institution in its capacity as
    Swap Provider, and also includes any of such institution's Affiliates
    that may, at the time of determination, be Swap Providers.
    
               "Bankruptcy Code" means the Federal Bankruptcy Reform Act
    of 1978, as amended from time to time (11 U.S.C.  101, et seq.).
    
               "Bank of America" means Bank of America National Trust and
    Savings Association, a national banking association.
    
               "Borrowing" means a borrowing hereunder consisting of Loans of
    the same Type made to the Company on the same day by the Banks under
    Article 2 and, other than in the case of Reference Rate Loans, having the
    same Interest Period, but does not include (a) a conversion of Loans of
    one Type to another Type or (b) a continuation of a Loan as a Loan of the
    same Type, but with a new Interest Period.
    
               "Borrowing Base" means, at any time, the lesser of (i) the
    Total Approved Parcel Value at such time and (ii) the Maximum Commitment
    Amount at such time.
    
               "Borrowing Notice" means a notice substantially in the form of
    Exhibit A given by the Company to the Administrative Agent pursuant to
    Section 2.3.
    
               "Business Day" means any day other than a Saturday, Sunday or
    other day on which commercial banks in San Francisco, California, are
    authorized or required by law to close and, if the applicable Business
    Day relates to any LIBOR Rate Loan, means such a day on which dealings
    are carried on in the applicable offshore dollar interbank market.
    
               "Capital Adequacy Regulation" means any guideline, request or
    directive of any Governmental Authority, or any other law, rule or
    regulation, whether or not having the force of law, in each case,
    regarding capital adequacy of any Bank or of any corporation controlling
    any Bank.
    
               "Cash Flow" means, as of any calendar quarter, four (4) times
    the sum of (i) the quarterly consolidated income from property operations
    for the Company and all of the Permitted Partnerships (excluding income
    from minority interests in Persons other than Permitted Partnerships),
    and (ii) the consolidated depreciation and amortization of the Company
    and all of the Permitted Partnerships (excluding depreciation and
    amortization from minority interests in Persons other than Permitted
    Partnerships) for such quarter, as evidenced by the most recently
    delivered financial statements of the Company and the Permitted
    Partnerships.
    
               "Cash Flow Value" means, for any Approved Parcel at any time,
    the maximum amount for which 74.074% of the Net Operating Income for such
    Approved Parcel at such time would be sufficient to amortize such amount
    in twenty-five (25) equal annual installments of principal and interest
    at a per annum rate equal to the greater of (i) 1.75% per annum above the
    average yield on seven-year United States treasury bonds maturing
    approximately seven (7) years from the date of determination (as reported
    by the Administrative Agent's Funding and Interest Rate Desk, or any
    other recognized source of treasury yield quotations acceptable to the
    Administrative Agent in its sole and absolute discretion, on the
    determination date) or (ii) 8.0%, computed on the basis of a year of 365
    or 366 days, as applicable, and actual day months.
    
               "CERCLA" means the Comprehensive Environmental Response
    Compensation and Liability Act of 1980, as amended from time to time.
    
               "Closing Date" means the date on which all conditions
    precedent set forth in Section 4.2 are satisfied or waived by the
    Administrative Agent.
    
               "Code" means the Internal Revenue Code of 1986, as amended
    from time to time, and any regulations promulgated thereunder.
    
               "Collateral" means all property and interests in property and
    proceeds thereof now owned or hereafter acquired by the Company or one
    of its Subsidiaries in or upon which a Lien securing the Obligations now
    or hereafter exists in favor of the Banks or the Administrative Agent on
    behalf of the Banks, whether under this Agreement or under any other
    Collateral Documents executed by any such Persons and delivered to the
    Administrative Agent.
    
               "Collateral Documents" means, collectively, (i) the Mortgages,
    Assignments of Leases, and all other security agreements, mortgages,
    deeds of trust, lease assignments and other similar agreements between
    the Company or its Subsidiaries and the Banks or the Administrative
    Agent, for the benefit of the Banks, now or hereafter delivered to the
    Administrative Agent pursuant to or in connection with the transactions
    contemplated hereby, and all financing statements (or comparable
    documents) now or hereafter filed in accordance with the UCC (or
    comparable law) naming the Company or any Subsidiaries as debtor in favor
    of the Banks or the Administrative Agent, for the benefit of the Banks,
    as secured party in connection therewith, and (ii) any amendments,
    supplements, modifications, renewals, replacements, consolidations,
    substitutions and extensions of any of the foregoing.
    
               "Collateral Value" means, for any Approved Parcel at any time,
    65% of the Appraised Value of such Approved Parcel at such time.
    
               "Commitment" means the amount of the credit and the
    outstanding Loans for which each Bank is obligated.
    
               "Contingent Obligation" means, as to any Person, (a) any
    Guaranty Obligation of that Person, and (b) any direct or indirect
    obligation or liability, contingent or otherwise, of that Person in
    respect of (i) any letter of credit or similar instrument issued for the
    account of that Person or as to which that Person is otherwise liable for
    reimbursement of drawings or (ii) any Swap Contract.  The amount of any
    Contingent Obligation shall (subject, in the case of Guaranty
    Obligations, to the last sentence of the definition of "Guaranty
    Obligation") be deemed equal to the maximum reasonably anticipated
    liability in respect thereof.
    
               "Contractual Obligation" means, as to any Person, any
    provision of any security issued by such Person or of any agreement,
    undertaking, contract, indenture, mortgage, deed of trust or other
    instrument, document or agreement to which such Person is a party or by
    which it or any of its property is bound.
    
               "Controlled Group" means the Company and all Persons (whether
    or not incorporated) under common control or treated as a single employer
    with the Company pursuant to Section 414(b), (c), (m) or (o) of the Code.
    
               "Conversion Date" means any date on which the Company elects
    to convert a Reference Rate Loan to a LIBOR Rate Loan or a LIBOR Rate
    Loan to a Reference Rate Loan.
    
               "Conversion/Continuation Notice" means a notice substantially
    in the form of Exhibit B given by the Company to the Administrative Agent
    pursuant to Section 2.4.
    
               "Covenant Debt Service" means, at any time, the amount
    necessary to amortize the sum of (a) total consolidated liabilities
    (excluding (i) accounts payable and accrued expenses, (ii) dividends and
    distributions payable, and (iii) other liabilities) of the Company and
    all of the Permitted Partnerships (as evidenced by the most recently
    received consolidated balance sheets for the Company and the Permitted
    Partnerships), and (b) the aggregate amount of all then-outstanding but
    undrawn letters of credit issued for the Company's account, in twenty-
    five (25) equal annual installments of principal and interest at a per
    annum rate equal to the greater of (i) 1.75% per annum above the average
    yield on seven-year United States treasury bonds maturing approximately
    seven (7) years from the date of determination (as reported by the
    Administrative Agent's Funding and Interest Rate Desk, or any other
    recognized source of treasury yield quotations acceptable to the
    Administrative Agent in its sole and absolute discretion, on the
    determination date) or (ii) 8.0%, computed on the basis of a year of 365
    or 366 days, as applicable, and actual day months.
    
               "Default" means any event or circumstance which, with the
    giving of notice, the lapse of time, or both, would (if not cured or
    otherwise remedied) constitute an Event of Default.
    
               "Designated Representative" means Stephen M. Silla, Krista K.
    Rowland, Dennis M. Klimmek, Hanh Kihara or James R. Moore, or any other
    person designated from time to time in writing by the Company, with the
    consent of the Administrative Agent, as a Designated Representative.
    
               "Disposition" means the sale, lease, conveyance or other
    disposition of any Approved Parcel, other than (i) leases of an Approved
    Parcel to third-party tenants in the ordinary course of business or
    (ii) sales or other dispositions expressly permitted under Section 7.2.
    
               "Eligible Assignee" means (i) a commercial bank organized
    under the laws of the United States, or any state thereof, and having a
    combined capital and surplus of at least $100,000,000; (ii) a Person that
    is primarily engaged in the business of commercial banking and is an
    Affiliate of a Bank, or (iii) any Person approved by Majority Banks and
    the Administrative Agent.
    
               "Entitled Land" means unimproved real Property satisfying all
    of the following conditions: (a) the Company's intended use of such real
    Property is permissible under the applicable general plan or its
    equivalent, (b) such intended use is permissible under any applicable
    specific plan, zoning classification and development agreement, (c) such
    real Property has access to roads and utilities adequate for the
    Company's intended use, and (d) the Company intends to improve such real
    property within twenty-four (24) months of its acquisition.
    
               "Environmental Claims" means all claims, however asserted, by
    any Governmental Authority or other Person alleging potential liability
    or responsibility for violation of any Environmental Laws or for injury
    to the environment or threat to public health, personal injury (including
    sickness, disease or death), property damage, natural resources damage,
    or otherwise alleging liability or responsibility for damages (punitive
    or otherwise), cleanup, removal, remedial or response costs, restitution,
    civil or criminal penalties, injunctive relief, or other type of relief,
    resulting from or based upon (a) the presence, placement, discharge,
    emission or release (including intentional and unintentional, negligent
    and non-negligent, sudden or non-sudden, accidental or non-accidental
    placement, spills, leaks, discharges, emissions or releases) of any
    Hazardous Material at, in or from an Approved Parcel, or (b) any other
    circumstances forming the basis of any violation, or alleged violation,
    of any Environmental Laws.
    
               "Environmental Indemnity" means the unsecured environmental
    indemnity executed by the Borrower and delivered to the Administrative
    Agent, for the benefit of the Banks, pursuant to Section 4.2.1(a).
    
               "Environmental Laws" means all federal, state or local laws,
    statutes, common law duties, rules, regulations, ordinances and codes,
    together with all administrative orders, directed duties, requests,
    licenses, authorizations and permits of, and agreements with, any
    Governmental Authorities, in each case relating to environmental, health,
    safety and land use matters; including CERCLA, the Clean Air Act, the
    Federal Water Pollution Control Act of 1972, the Solid Waste Disposal
    Act, the Federal Resource Conservation and Recovery Act, the Toxic
    Substances Control Act, the Emergency Planning and Community
    Right-to-Know Act, the California Hazardous Waste Control Law, the
    California Solid Waste Management, Resource, Recovery and Recycling Act,
    the California Water Code and the California Health and Safety Code.
    
               "Environmental Permits" has the meaning specified in
    subsection 5.12(b).
    
               "ERISA" means the Employee Retirement Income Security Act of
    1974, as amended from time to time, and regulations promulgated
    thereunder.
    
               "ERISA Affiliate" means any trade or business (whether or not
    incorporated) under common control with the Company within the meaning
    of Section 414(b), 414(c) or 414(m) of the Code.
    
               "ERISA Event" means (a) a Reportable Event with respect to a
    Qualified Plan or a Multi-employer Plan; (b) withdrawal by the Company
    or any ERISA Affiliate from a Qualified Plan subject to Section 4063 of
    ERISA during a plan year in which it was a substantial employer (as
    defined in Section 4001(a)(2) of ERISA); (c) a complete or partial
    withdrawal by the Company or any ERISA Affiliate from a Multi-employer
    Plan; (d) the filing of a notice of intent to terminate, the treatment
    of a plan amendment as a termination under Section 4041 or 4041A of
    ERISA, or the commencement of proceedings by the PBGC to terminate a
    Qualified Plan or Multi-employer Plan subject to Title IV of ERISA;
    (e) failure by the Company or any member of the Controlled Group to make
    required contributions to a Qualified Plan or Multi-employer Plan; (f) an
    event or condition which might reasonably be expected to constitute
    grounds under Section 4042 of ERISA for the termination of, or the
    appointment of a trustee to administer, any Qualified Plan or
    Multi-employer Plan; (g) the imposition of any liability under Title IV
    of ERISA, other than PBGC premiums due but not delinquent under
    Section 4007 of ERISA, upon the Company or any ERISA Affiliate; (h) an
    application for a funding waiver or an extension of any amortization
    period pursuant to Section 412 of the Code with respect to any Plan;
    (i) a non-exempt prohibited transaction occurs with respect to any Plan
    for which the Company or any Subsidiary of the Company may be directly
    or indirectly liable; or (j) a violation of the applicable requirements
    of Section 404 or 405 of ERISA or the exclusive benefit rule under
    Section 401(a) of the Code by any fiduciary or disqualified person with
    respect to any Plan for which the Company or any member of the Controlled
    Group may be directly or indirectly liable.
    
               "Estimated Remediation Costs" means all costs associated with
    performing work to remediate contamination of real property or
    groundwater, including engineering and other professional fees and
    expenses, costs to remove, transport and dispose of contaminated soil,
    costs to "cap" or otherwise contain contaminated soil, and costs to pump
    and treat water and monitor water quality.
    
               "Event of Default" means any of the events or circumstances
    specified in Section 8.1.
    
               "Event of Loss" means, with respect to any Approved Parcel,
    any of the following: (a) any loss or damage to, or destruction of, such
    Approved Parcel; (b) any pending or threatened institution of any
    proceedings for the condemnation or seizure of such Approval Parcel or
    for the exercise of any right of eminent domain; or (c) any actual
    condemnation, seizure or taking, by exercise of the power of eminent
    domain or otherwise, of such Approved Parcel, or confiscation of such
    Approved Parcel or the requisition of the use of such Approved Parcel.
    
               "Federal Funds Rate" means, for any day, the rate published by
    the Federal Reserve Bank of New York for the preceding Business Day as
    "Federal Funds (Effective)"; (or, if not published, the arithmetic mean
    of the rates for overnight Federal funds arranged prior to 9:00 a.m. (New
    York City time) on that day quoted by three brokers of Federal Funds in
    New York City as determined by the Administrative Agent).
     
               "Federal Reserve Board" means the Board of Governors of the
    Federal Reserve System or any successor thereof.
    
               "Fee Letter" means the fee letter of even date herewith among
    the Company, Bank of America and the Administrative Agent.
    
               "Funds from Operations" means, for any fiscal quarter, the net
    income of the Company for such quarter, excluding gains or losses from
    debt restructuring and sales of property, plus depreciation and
    amortization, after adjustments for unconsolidated ventures.
    
               "GAAP" means generally accepted accounting principles set
    forth from time to time in the opinions and pronouncements of the
    Accounting Principles Board and the American Institute of Certified
    Public Accountants and statements and pronouncements of the Financial
    Accounting Standards Board (or agencies with similar functions of
    comparable stature and authority within the accounting profession), or
    in such other statements by such other entity as may be in general use
    by significant segments of the U.S. accounting profession, which are
    applicable to the circumstances as of the date of determination.
    
               "Governmental Authority" means any nation or government, any
    state or other political subdivision thereof, any central bank (or
    similar monetary or regulatory authority) thereof, any entity exercising
    executive, legislative, judicial, regulatory or administrative functions
    of, or pertaining to, government, and any corporation or other entity
    owned or controlled, through stock or capital ownership or otherwise, by
    any of the foregoing.
    
               "Gross Assets" means, at any time, the sum of (a) the total
    consolidated assets of the Company and all Permitted Partnerships at such
    time, and (b) the total consolidated accumulated depreciation of the
    Company and all Permitted Partnerships at such time, as evidenced by the
    most recently delivered financial statements of the Company and the
    Permitted Partnerships.
    
               "Guaranty Obligation" means, as applied to any Person, any
    direct or indirect liability of that Person with respect to any
    Indebtedness, lease, dividend, letter of credit or other obligation (the
    "primary obligations") of another Person.  The amount of any Guaranty
    Obligation shall be deemed equal to the stated or determinable amount of
    the primary obligation in respect of which such Guaranty Obligation is
    made or, if not stated or if indeterminable, the maximum reasonably
    anticipated liability in respect thereof.
    
               "Hazardous Materials" means all those substances which are
    regulated by, or which may form the basis of liability under, any
    Environmental Law, including all substances identified under any
    Environmental Law as a pollutant, contaminant, hazardous waste, hazardous
    constituent, special waste, hazardous substance, hazardous material or
    toxic substance, or petroleum or petroleum derived substance or waste.
    
               "Indebtedness" of any Person means, without duplication,
    (a) all indebtedness for borrowed money; (b) all obligations issued,
    undertaken or assumed as the deferred purchase price of property or
    services; (c) all reimbursement obligations with respect to surety bonds,
    letters of credit and similar instruments (in each case, to the extent
    material or non-contingent); (d) all obligations evidenced by notes,
    bonds, debentures or similar instruments, including obligations so
    evidenced incurred in connection with the acquisition of property, assets
    or businesses; (e) all indebtedness created or arising under any
    conditional sale or other title retention agreement, or incurred as
    financing, in either case with respect to property acquired by the Person
    (even though the rights and remedies of the seller or lender under such
    agreement in the event of default are limited to repossession or sale of
    such property); (f) all indebtedness referred to in clauses (a) through
    (e) above secured by (or for which the holder of such Indebtedness has
    an existing right, contingent or otherwise, to be secured by) any Lien
    upon or in property owned by such Person, even though such Person has not
    assumed or become liable for the payment of such Indebtedness; and
    (g) all Guaranty Obligations in respect of indebtedness or obligations
    of others of the kinds referred to in clauses (a) through (e) above.
    
               "Indemnified Liabilities" has the meaning specified in
    Section 10.5.
    
               "Indemnified Person" has the meaning specified in
    Section 10.5.
    
               "Insolvency Proceeding" means (a) any case, action or
    proceeding before any court or other Governmental Authority relating to
    bankruptcy, reorganization, insolvency, liquidation, receivership,
    dissolution, winding-up or relief of debtors, or (b) any general
    assignment for the benefit of creditors, composition, marshaling of
    assets for creditors or other similar arrangement in respect of its
    creditors generally or any substantial portion of its creditors; in each
    case (a) and (b) undertaken under U.S. federal, state or foreign law,
    including the Bankruptcy Code.
    
               "Interest Payment Date" means the first day of each month
    following disbursement of the initial Loan.
    
               "Interest Period" means, with respect to any LIBOR Rate Loan,
    the period commencing on the Business Day the Loan is disbursed or
    continued or on the Conversion Date on which the Loan is converted to a
    LIBOR Rate Loan and ending on the date thirty (30) or sixty (60) days
    thereafter, as selected by the Company in its Borrowing Notice or
    Conversion/Continuation Notice; provided that:
    
                    (a)  if any Interest Period pertaining to a LIBOR Rate
          Loan would otherwise end on a day that is not a Business Day, that
          Interest Period shall be extended to the next succeeding Business
          Day unless the result of such extension would be to carry such
          Interest Period into another calendar month, in which event such
          Interest Period shall end on the immediately preceding Business Day; 
    
                    (b)  any Interest Period pertaining to a LIBOR Rate Loan
          that begins on the last Business Day of a calendar month (or on a
          day for which there is no numerically corresponding day in the
          calendar month at the end of such Interest Period) shall end on the
          last Business Day of the calendar month at the end of such Interest
          Period; and
    
                    (c)  no Interest Period for any LIBOR Rate Loan shall
          extend beyond the Maturity Date.
    
               "Lead Arranger" means NationsBanc Montgomery Securities LLC.
    
               "Lending Office" means, as to any Bank, the office specified
    as its "Lending Office" opposite its name on the signature pages hereto,
    or such other office as such Bank may specify to the Company and the
    Administrative Agent from time to time.
    
               "Leverage" means, at any time, the ratio of (a) the sum of (i)
    the total consolidated liabilities of the Company and all Permitted
    Partnerships at such time (including as liabilities all then-outstanding
    but undrawn letters of credit issued for the Company's account) and (ii)
    all Contingent Obligations of the Company and all Permitted Partnerships
    at such time, to (b) the sum of (i) the total consolidated assets of the
    Company and all Permitted Partnerships at such time and (ii) the total
    consolidated accumulated depreciation of the Company and all Permitted
    Partnerships at such time, as evidenced by the most recent certificate
    of a Responsible Officer of the Company delivered to the Administrative
    Agent pursuant to Section 6.2(a) (for purposes of determining the
    Applicable Margin, the Leverage calculation set forth in such certificate
    shall be effective during the period from the first day of the first
    month after the month in which such certificate is delivered to the
    Administrative Agent through and including the last day of the month in
    which the next such certificate is delivered to the Administrative Agent
    pursuant to Section 6.2(a)).
    
               "LIBOR" means the per annum rate of interest, rounded upward,
    if necessary, to the nearest 1/16th of one percent (0.0625%), at which
    the Administrative Agent's London Branch, London, England, would offer
    U.S. dollar deposits in amounts and for periods comparable to those of
    the applicable LIBOR Rate Loan and Interest Period to major banks in the
    London U.S. dollar inter-bank market at approximately 11:00 a.m., London
    time, on the first Business Day after the Company's rate election.
    
               "LIBOR Rate" means, for each Interest Period in respect of any
    LIBOR Rate Loan, the per annum rate of interest, rounded upward, if
    necessary, to the nearest 1/100th of one percent, determined by the
    following formula:
    
                                                         LIBOR             
                    LIBOR Rate =
                                  (1.00 - Reserve Percentage)
    
               "LIBOR Rate Borrowing" means a Borrowing consisting of LIBOR
    Rate Loans.
    
               "LIBOR Rate Loan" means a Loan that bears interest based on
    the LIBOR Rate.
    
               "Lien" means any mortgage, deed of trust, pledge,
    hypothecation, assignment, charge or deposit arrangement, encumbrance,
    lien (statutory or other) or preference, priority or other security
    interest or preferential arrangement of any kind or nature whatsoever
    (including those created by, arising under or evidenced by any
    conditional sale or other title retention agreement, the lessor's
    interest under a capital lease (determined in accordance with GAAP), any
    financing lease having substantially the same economic effect as any of
    the foregoing, or the filing of any financing statement under the UCC or
    any comparable law naming the owner of the asset to which such lien
    relates as debtor) and any contingent or other agreement to provide any
    of the foregoing, but not including the interest of a lessor under an
    operating lease (determined in accordance with GAAP).
    
               "Loan" means an extension of credit by a Bank to the Company
    pursuant to Article 2, and may be a Reference Rate Loan or a LIBOR Rate
    Loan.
    
               "Loan Documents" means this Agreement, the Revolving Notes,
    the Collateral Documents, and all documents (except for the Environmental
    Indemnity) delivered to the Administrative Agent, on behalf of the Banks,
    in connection therewith.
    
               "Major Tenant" means, with respect to any Parcel, a tenant
    occupying ten percent (10%) or more of the net rentable area of the
    improvements located on such Parcel.
    
               "Majority Banks" means at any time at least two (2) Banks then
    holding at least 66-2/3% of the then aggregate unpaid principal amount
    of the Loans (or, if no principal amount is then outstanding, at least
    two (2) banks then having at least 66-2/3% of the unborrowed
    Commitments); provided, however, that if at any time there is only one
    Bank, then such one Bank shall constitute Majority Banks.
    
               "Margin Stock" means "margin stock" as such term is defined in
    Regulation G, T, U  or X of the Federal Reserve Board. 
    
               "Material Adverse Effect" means a material adverse change in,
    or a material adverse effect upon, any of (a) the operations, business,
    properties, condition (financial or otherwise) or prospects of the
    Company, the Company and its Subsidiaries taken as a whole, or the
    Company, its Subsidiaries and the Permitted Partnerships taken as a
    whole; (b) the ability of the Company to perform under any Loan Document
    and avoid any Event of Default; (c) the legality, validity, binding
    effect or enforceability of any Loan Document; or (d) the perfection or
    priority of any Lien granted to the Administrative Agent under any of the
    Collateral Documents.
    
               "Maturity Date" means September 1, 1999, as the same may be
    extended pursuant to Section 2.7.
    
               "Maximum Commitment Amount" means, at any time, an amount
    equal to (i) $30,000,000.00 less (ii) the aggregate amount of Net
    Refinancing Proceeds and Net Issuance Proceeds paid to the Administrative
    Agent, for the account of the Banks, prior to such time, subject to the
    provisions of Section 2.5.
    
               "Mortgage" means any deed of trust, mortgage or other document
    creating a Lien on real property or any interest in real property as
    security for the Obligations.
    
               "Multi-employer Plan" means a "multi-employer plan" (within
    the meaning of Section 4001(a)(3) of ERISA) to which any member of the
    Controlled Group (i) makes, is making, or is obligated to make
    contributions, or (ii) during the preceding three calendar years has
    made, or has been obligated to make, contributions.
    
               "Net Issuance Proceeds" means, in respect of any issuance of
    debt (including secured debt) or equity of the Company or any of its
    Subsidiaries, cash proceeds and non-cash proceeds received or receivable
    in connection therewith, net of reasonable out-of-pocket costs and
    expenses paid or incurred in connection therewith (excluding amounts
    payable to the Company or any Affiliate of the Company).
    
               "Net Operating Income" means, for any Approved Parcel as of
    any calendar quarter:
    
               either (a) if such Approved Parcel has been owned by either
          the Company or any Subsidiary of the Company for at least three (3)
          consecutive calendar quarters for which quarterly operating
          statements have been delivered to the Banks, the sum of (i) two (2)
          times the quarterly gross income (before capital expenditures) for
          such Approved Parcel, as evidenced by the most recently received
          quarterly operating statements for such Approved Parcel, and
          (ii) the quarterly gross income (before capital expenditures) for
          such Approved Parcel for the two (2) consecutive quarters
          immediately preceding the quarter for which the most recently
          received quarterly operating statements relate, as evidenced by the
          quarterly operating statements for such quarters, 
    
               or (b) if such Approved Parcel has been owned by either the
          Company or any Subsidiary of the Company for at least two (2)
          consecutive calendar quarters for which quarterly operating
          statements have been delivered to the Banks but fewer than three (3)
          consecutive calendar quarters for which quarterly operating
          statements have been delivered to the Banks, the sum of (i) the
          quarterly gross income (before capital expenditures) for such
          Approved Parcel for the two (2) most recent consecutive calendar
          quarters, as evidenced by the quarterly operating statements for
          such Approved Parcel for such quarters, and (ii) one-half (1/2) of the
          annual gross income for such Approved Parcel for the year in which
          the determination is made, based on the proforma cash flow statement
          set forth in the Appraisal for such Approved Parcel,
    
               or (c) if such Approved Parcel has been owned by either the
          Company or any Subsidiary of the Company for fewer than two (2) full
          calendar quarters for which quarterly operating statements have been
          delivered to the Banks, the annual gross income for such Approved
          Parcel for the year in which the determination is made, based on the
          pro forma cash flow statement set forth in the Appraisal for such
          Approved Parcel,
    
               less either (d) if such Approved Parcel has been owned by
          either the Company or any Subsidiary of the Company for at least
          four (4) consecutive calendar quarters for which quarterly operating
          statements have been delivered to the Banks, the aggregate amount
          of actual operating expenses other than capital expenditures
          relating to such Approved Parcel for the immediately preceding
          four (4) consecutive calendar quarters, as evidenced by the most
          recently received quarterly operating statements for such Approved
          Parcel and the quarterly operating statements for the three (3)
          immediately preceding quarters, 
    
               or (e) if such Approved Parcel has been owned by either the
          Company or any Subsidiary of the Company for fewer than four (4)
          full calendar quarters for which quarterly operating statements have
          been delivered to the Banks, the aggregate amount of annual
          operating expenses other than capital expenditures relating to such
          Approved Parcel for the year in which the determination is made,
          based on the pro forma cash flow statement set forth in the
          Appraisal for such Approved Parcel, 
    
               less (f) if the Administrative Agent has determined that some
          or all of the improvements located on such Approved Parcel consist
          of office space, $2.00 per square foot of net rentable area of space
          in such Approved Parcel that the Administrative Agent has determined
          to constitute office space and that is actually under lease on the
          last day of the last calendar quarter for which the Administrative
          Agent has received a certificate of a Responsible Officer pursuant
          to Section 6.2(a), representing capital expenditures for office
          space,
    
               less (g) if the Administrative Agent has determined that some
          or all of the improvements located on such Approved Parcel consist
          of retail space, $0.80 per square foot of net rentable area of space
          in such Approved Parcel that the Administrative Agent has determined
          to constitute retail space and that is actually under lease on the
          last day of the last calendar quarter for which the Administrative
          Agent has received a certificate of a Responsible Officer pursuant
          to Section 6.2(a), representing capital expenditures for retail
          space, 
    
               less (h) if the Administrative Agent has determined that some
          or all of the improvements located on such Approved Parcel consist
          of research and development (other than office) space, $0.40 per
          square foot of net rentable area of space in such Approved Parcel
          that the Administrative Agent has determined to constitute research
          and development (other than office) space and that is actually under
          lease on the last day of the last calendar quarter for which the
          Administrative Agent has received a certificate of a Responsible
          Officer pursuant to Section 6.2(a), representing capital
          expenditures for research and development (other than office) space,
    
               less (i) if the Administrative Agent has determined that some
          or all of the improvements located on such Approved Parcel consist
          of flexible industrial (other than research and development or
          warehouse) space, $0.25 per square of space in such Approved Parcel
          that the Administrative Agent has determined to constitute flexible
          industrial (other than research and development or warehouse) space
          and that is actually under lease on the last day of the last
          calendar quarter for which the Administrative Agent has received a
          certificate of a Responsible Officer pursuant to Section 6.2(a),
          representing capital expenditures for flexible industrial (other
          than research and development or warehouse) space,
    
               less (j) if the Administrative Agent has determined that some
          or all of the improvements located on such Approved Parcel consist
          of warehouse space, $0.07 per square foot of net rentable area of
          space in such Approved Parcel that the Administrative Agent has
          determined to constitute warehouse space and that is actually under
          lease on the last day of the last calendar quarter for which the
          Administrative Agent has received a certificate of a Responsible
          Officer pursuant to Section 6.2(a), representing capital
          expenditures for warehouse space.
    
               "Net Proceeds" means proceeds in cash, checks or other cash
    equivalent financial instruments as and when received by the Person
    making a Disposition, net of: (a) the reasonable direct costs relating
    to such Disposition (excluding amounts payable to the Company or any
    Affiliate of the Company), (b) sale, use or other transaction taxes paid
    or payable as a result thereof, and (c) amounts required to be applied
    to repay principal, interest and prepayment premiums and penalties on
    Indebtedness secured by a Lien encumbering the asset that is the subject
    of such Disposition.  "Net Proceeds" shall also include proceeds paid on
    account of any Event of Loss, net of (i) all money actually applied to
    repair or reconstruct the damaged property or property affected by the
    condemnation or taking, (ii) all of the costs and expenses reasonably
    incurred in connection with the collection of such proceeds, award or
    other payments, and (iii) any amounts retained by or paid to parties
    having superior rights to such proceeds, awards or other payments.
    
               "Net Refinancing Proceeds" means, in respect of any
    refinancing of any Indebtedness (including secured Indebtedness) of the
    Company or any of its Subsidiaries or any Permitted Partnership, cash
    proceeds and non-cash proceeds received or receivable in connection
    therewith, net of (i) reasonable out-of-pocket costs and expenses paid
    or incurred in connection therewith (excluding amounts payable to the
    Company or any Affiliate of the Company) and (ii) amounts required to be
    applied to repay principal, interest and prepayment premiums and
    penalties on the Indebtedness refinanced.
    
               "Notice of Lien" means any "notice of lien" or similar
    document intended to be filed or recorded with any court, registry,
    recorder's office, central filing office or other Governmental Authority
    for the purpose of evidencing, creating, perfecting or preserving the
    priority of a Lien securing obligations owing to a Governmental
    Authority.
    
               "Obligations" means all Loans and other Indebtedness,
    advances, debts, liabilities, obligations, covenants and duties owing
    from the Company to the Administrative Agent, any Bank or any other
    Person required to be indemnified under any Loan Document, of any kind
    or nature, present or future, whether or not evidenced by any note,
    guaranty or other instrument, and arising under this Agreement or under
    any other Loan Document, whether or not for the payment of money, whether
    arising by reason of an extension of credit, loan, guaranty,
    indemnification or in any other manner, whether direct or indirect
    (including those acquired by assignment), absolute or contingent, due or
    to become due, now existing or hereafter arising and however acquired.
    
               "Ordinary Course of Business" means, in respect of any
    transaction involving the Company, any Subsidiary of the Company or any
    Permitted Partnership, the ordinary course of such Person's business,
    substantially as conducted by any such Person prior to or as of the
    Closing Date, and undertaken by such Person in good faith and not for
    purposes of evading any covenant or restriction in any Loan Document.
    
               "Organization Documents" means, (a) for any corporation, the
    certificate or articles of incorporation, the bylaws, any certificate of
    determination or instrument relating to the rights of preferred
    shareholders of such corporation, and all applicable resolutions of the
    board of directors (or any committee thereof) of such corporation, and
    (b) for any partnership, the partnership agreement, statement or
    certificate of partnership and any fictitious business name or other
    filing relating to such partnership.
    
               "Parcel" means (a) a parcel of real property (i) that is owned
    in fee by the Company or (ii) that is ground leased by the Company and
    (b) any parcel of real property that is owned in fee by any wholly-owned
    Subsidiary of the Company or any Permitted Partnership.
    
               "Participant" has the meaning specified in subsection 10.8.3.
    
               "PBGC" means the Pension Benefit Guaranty Corporation or any
    entity succeeding to any or all of its functions under ERISA.
    
               "Permitted Encumbrances" means, with respect to any Parcel,
    all matters to which the Administrative Agent consents in writing as
    exceptions to the Title Policy covering such Parcel.
    
               "Permitted Liens" has the meaning specified in Section 7.1.
    
               "Permitted Partnership" means a limited partnership formed to
    acquire one or more parcels of real property in which (i) the Company is
    the sole general partner, (ii) the Company has sole management control
    of such limited partnership and its properties, (iii) such limited
    partnership has acquired all of its real property assets from one or more
    of its limited partners, and the limited partners have received only
    limited partnership interests in such limited partnership in exchange for
    their contributions of real property to such limited partnership, and
    (iv) distributions on interests in such limited partnership at any time
    are based solely on the amount of dividends payable on the Company's
    common stock at such time.  Bedford Realty Partners, L.P., a California
    limited partnership, is a Permitted Partnership.
    
               "Person" means an individual, partnership, corporation,
    business trust, joint stock company, limited liability company, trust,
    unincorporated association, joint venture or Governmental Authority.
    
               "Plan" means an employee benefit plan (as defined in
    Section 3(3) of ERISA) which the Company or any member of the Controlled
    Group sponsors or maintains or to which the Company or any member of the
    Controlled Group makes, is making or is obligated to make contributions,
    and includes any Multi-employer Plan or Qualified Plan.
    
               "Property" means any estate or interest in any kind of
    property or asset, whether real, personal or mixed, and whether tangible
    or intangible.
    
               "Pro Rata Share" means, as to any Bank at any time, the
    percentage equivalent (expressed as a decimal rounded to the ninth
    decimal place) at such time of such Bank's share of the credit and the
    outstanding Loans.
    
               "Qualified Plan" means a pension plan (as defined in
    Section 3(2) of ERISA) intended to be tax-qualified under Section 401(a)
    of the Code and which any member of the Controlled Group sponsors,
    maintains, or to which it makes, is making or is obligated to make
    contributions, or in the case of a multiple employer plan (as described
    in Section 4064(a) of ERISA) has made contributions at any time during
    the immediately preceding period covering at least five (5) plan years,
    but excluding any Multi-employer Plan.
    
               "Reference Rate" means the per annum rate of interest publicly
    announced from time to time by the Administrative Agent at San Francisco,
    California, as its "Reference Rate."  The Reference Rate is set by the
    Administrative Agent based on various factors, including the
    Administrative Agent's costs and desired return, general economic
    conditions and other factors, and is used as a reference point for
    pricing loans.  The Administrative Agent may price loans at, above or
    below the Reference Rate.  Any change in the Reference Rate shall take
    effect on the day specified in the public announcement of such change.
    
               "Reference Rate Borrowing" means a Borrowing consisting of
    Reference Rate Loans.
    
               "Reference Rate Loan" means a Loan that bears interest based
    on the Reference Rate.
    
               "Release Price" means, with respect to an Approved Parcel, the
    amount, if any, necessary to reduce the aggregate principal amount
    outstanding on the Loans to the Borrowing Base (computed without regard
    to the Approved Parcel for which the Company is seeking release),
    determined on the date of the Company's request to the Administrative
    Agent that the Banks release their Lien on such Approved Parcel.
    
               "Reportable Event" means, as to any Plan, (a) any of the
    events set forth in Section 4043(b) of ERISA or the regulations
    thereunder, other than any such event for which the 30-day notice
    requirement under ERISA has been waived in regulations issued by the
    PBGC, (b) a withdrawal from a Plan described in Section 4063 of ERISA,
    or (c) a cessation of operations described in Section 4062(e) of ERISA.
    
               "Requirement of Law" means, as to any Person, any law
    (statutory or common), treaty, rule or regulation, or any determination
    of an arbitrator or of a Governmental Authority, in each case applicable
    to or binding upon such Person or any of its property or to which such
    Person or any of its property is subject.
    
               "Reserve Percentage" means the total of the maximum reserve
    percentages for determining the reserves to be maintained by member banks
    of the Federal Reserve System for "eurocurrency liabilities," as defined
    in Federal Reserve Board Regulation D.  The Reserve Percentage shall be
    expressed in decimal form and rounded upward, if necessary, to the
    nearest 1/100th of one percent, and shall include marginal, emergency,
    supplemental, special and other reserve percentages.
    
               "Responsible Officer" means the chief executive officer or the
    president of the Company, or any other officer having substantially the
    same authority and responsibility or, with respect to financial matters,
    the chief financial officer or the treasurer of the Company, or any other
    officer having substantially the same authority and responsibility.
    
               "Revolving Note" means a promissory note of the Company
    payable to the order of a Bank in substantially the form of Exhibit C,
    and any amendments, supplements, modifications, renewals, replacements,
    consolidations and extensions thereof, evidencing the aggregate
    indebtedness of the Company to a Bank resulting from Loans made by such
    Bank pursuant to this Agreement; "Revolving Notes" means, at any time,
    all of the Revolving Notes executed by the Company in favor of a Bank
    outstanding at such time.
    
               "SEC" means the Securities and Exchange Commission, or any
    successor thereto.
    
               "Secured Loan Agreement" means that certain Fourth Amended and
    Restated Credit Agreement dated as of June 15, 1998, among the Company,
    the banks party thereto, and Bank of America, as administrative agent for
    the Banks.
    
               "Solvent" means, as to any Person at any time, that (a) the
    fair value of the Property of such Person is greater than the amount of
    such Person's liabilities (including disputed, contingent and
    unliquidated liabilities) as such value is established and liabilities
    evaluated for purposes of Section 101(32) of the Bankruptcy Code and, in
    the alternative, for purposes of the California Uniform Fraudulent
    Transfer Act and any other applicable fraudulent conveyance statute;
    (b) the present fair saleable value of the Property of such Person is not
    less than the amount that will be required to pay the probable liability
    of such Person on its debts as they become absolute and matured; (c) such
    Person is able to realize upon its Property and pay its debts and other
    liabilities (including disputed, contingent and unliquidated liabilities)
    as they mature in the normal course of business; (d) such Person does not
    intend to, and does not believe that it will, incur debts or liabilities
    beyond such Person's ability to pay as such debts and liabilities mature;
    and (e) such Person is not engaged in business or a transaction, and is
    not about to engage in business or a transaction, for which such Person's
    property would constitute unreasonably small capital.
    
               "Specified Swap Contract" means any Swap Contract made or
    entered into at any time, or in effect at any time, whether as a result
    of assignment or transfer or otherwise, between the Company and any Swap
    Provider, which Swap Contract is entered into for the purpose of
    mitigating interest rate or currency exchange risk relating to any Loan
    and as to which the Company's final scheduled payment is not later than
    the Maturity Date.
    
               "Specified Swap Exposure" means, at any time, an amount equal
    to the sum of (a) ten percent (10%) of the notional amount of each
    interest rate Specified Swap Contract outstanding at such time, and (b)
    three percent (3%) of the notional amount of each interest rate floor or
    interest rate collar Specified Swap Contract outstanding at such time.
    
               "Specified Swap Obligations" has the meaning specified in
    Section 8.5.
    
               "Subsidiary" of a Person means any corporation, association,
    partnership, joint venture or other business entity of which more
    than 50% of the voting stock, membership interests or other equity
    interests (in the case of Persons other than corporations), is owned or
    controlled directly or indirectly by the Person, or one or more of the
    Subsidiaries of the Person, or a combination thereof.
    
               "Swap Contract" means any agreement, whether or not in
    writing, relating to any transaction that is a rate swap, basis swap,
    forward rate transaction, commodity swap, commodity option, equity or
    equity index swap or option, bond, note or bill option, interest rate
    option, forward foreign exchange transaction, cap, collar or floor
    transaction, currency swap, cross-currency rate swap, swaption, currency
    option or any other, similar transaction (including any option to enter
    into any of the foregoing) or any combination of the foregoing and,
    unless the context otherwise clearly requires, any master agreement
    relating to or governing any or all of the foregoing.
    
               "Swap Provider" means any Bank, or any Affiliate of any Bank,
    that is at the time of determination a party to a Swap Contract with the
    Company.
    
               "Tangible Net Worth" means, at any time, the total
    consolidated stockholders' equity of the Company at such time, plus the
    amount of minority interests in all Permitted Partnerships at such time
    (valuing preferred stock at face value and excluding as assets (i) any
    loans to tenants for tenant improvements and (ii) goodwill and other
    intangible assets, and valuing all real property at the lower of book or
    market value (where market value is based on the most recent Appraisal
    for each Approved Parcel)), as evidenced by the Company's most recently
    delivered financial statements.
    
               "Title Policy" means any policy of title insurance required
    pursuant to this Agreement.
    
               "Total Approved Parcel Value" means, at any time, the sum of
    the Approved Parcel Values for all of the Approved Parcels at such time;
    provided, however, that the aggregate Approved Parcel Values of all of
    the Approved Parcels owned by Permitted Partnerships shall not, at any
    time, exceed ten percent (10%) of the Total Approved Parcel Value at such
    time.
    
               "Transferee" has the meaning specified in subsection 10.8.5.
    
               "Type" means, in connection with a Loan, the characterization
    of such loan as a Reference Rate Loan or a LIBOR Rate Loan.
    
               "UCC" means the Uniform Commercial Code as in effect in any
    jurisdiction, as the same may be amended, modified or supplemented from
    time to time.
    
               "Unfunded Pension Liabilities" means the excess of a Plan's
    benefit liabilities under Section 4001(a)(16) of ERISA, over the current
    value of that Plan's assets, determined in accordance with the
    assumptions used by the Plan's actuaries for funding the Plan pursuant
    to section 412 of the Code for the applicable plan year.
    
               "Unsecured Loan Agreement" means that certain Line of Credit
    Loan Agreement (Unsecured Loan) dated as of June 15, 1998, among the
    Company, the banks party thereto, and Bank of America, as administrative
    agent for the Banks.
    
               1.2  Other Interpretive Provisions.
    
                    1.2.1     Use of Defined Terms.  Unless otherwise
    specified herein or therein, all terms defined in this Agreement shall
    have the defined meanings when used in any certificate or other document
    made or delivered pursuant to this Agreement.  The meaning of defined
    terms shall be equally applicable to the singular and plural forms of the
    defined terms.  Terms (including uncapitalized terms) not otherwise
    defined herein and that are defined in the UCC shall have the meanings
    therein described.
    
                    1.2.2     Certain Common Terms.
    
                    (a)  The Agreement.  The words "hereof," "herein,"
          "hereunder" and words of similar import when used in this Agreement
          shall refer to this Agreement as a whole and not to any particular
          provision of this Agreement, and section, schedule and exhibit
          references are to this Agreement unless otherwise specified.
    
                    (b)  Documents.  The term "documents" includes any and
          all instruments, documents, agreements, certificates, indentures,
          notices and other writings, however evidenced.
    
                    (c)  Including.  The term "including" is not limiting,
          and means "including without limitation."
    
                    (d)  Performance.  Whenever any performance obligation
          hereunder (other than a payment obligation) shall be stated to be
          due or required to be satisfied on a day other than a Business Day,
          such performance shall be made or satisfied on the next succeeding
          Business Day.  In the computation of periods of time from a
          specified date to a later specified date, the word "from" means
          "from and including"; the words "to" and "until" each mean "to but
          excluding," and the word "through" means "to and including".  If any
          provision of this Agreement refers to any action taken or to be
          taken by any Person, or which such Person is prohibited from taking,
          such provision shall be interpreted to encompass any and all means,
          direct or indirect, of taking or not taking such action.
    
                    (e)  Contracts.  Unless otherwise expressly provided in
          this Agreement, references to agreements and other contractual
          instruments shall be deemed to include all subsequent amendments and
          other modifications thereto, but only to the extent such amendments
          and other modifications are not prohibited by the terms of any Loan
          Document.
    
                    (f)  Laws.  References to any statute or regulation are
          to be construed as including all statutory and regulatory provisions
          consolidating, amending or replacing the statute or regulation.
    
                    (g)  Captions.  The captions and headings of this
          Agreement are for convenience of reference only, and shall not
          affect the construction of this Agreement.
    
                    (h)  Independence of Provisions.  The parties
          acknowledge that this Agreement and the other Loan Documents may use
          several different limitations, tests or measurements to regulate the
          same or similar matters, and that such limitations, tests and
          measurements are cumulative and must each be performed, except as
          expressly stated to the contrary in this Agreement.
    
                    (i)  Exhibits and Schedules.  All of the exhibits and
          schedules attached to this Agreement are incorporated herein by this
          reference.
    
                    1.2.3     Accounting Principles.
    
                    (a)  Accounting Terms.  Unless the context otherwise
          clearly requires, all accounting terms not expressly defined herein
          shall be construed, and all financial computations required under
          this Agreement shall be made, in accordance with GAAP, consistently
          applied.
    
                    (b)   Fiscal Periods.  References herein to "fiscal
          year" and "fiscal quarter" refer to such fiscal periods of the
          Company.
    
          2.   The Credit.
    
               2.1  Amount and Terms of Commitment.  Each Bank severally
    agrees, on the terms and subject to the conditions hereinafter set forth,
    to make Loans to the Company from time to time on any Business Day during
    the period from the Closing Date to the Maturity Date (as it may be
    extended from time to time pursuant to Section 2.7) for the purpose of
    (i) facilitating the Company's acquisition of improved real property, and
    (ii) financing the Company's operations, including development activities
    (subject to the provisions of Sections 7.15 and 7.16), in an aggregate
    amount not to exceed at any time outstanding such Bank's Pro Rata Share
    of the Availability.  Notwithstanding any contrary provision of this
    Agreement, the aggregate principal amount of all outstanding Loans shall
    not at any time exceed the Borrowing Base at such time.  Within the
    limits of the Availability, and subject to the other terms and conditions
    hereof, the Company may borrow under this Section 2.1 prior to the
    then-applicable Maturity Date, repay pursuant to Section 2.6 and reborrow
    pursuant to this Section 2.1 prior to the then-applicable Maturity Date.
    
               2.2  Loan Accounts.
    
                    2.2.1     The Loans made by each Bank shall be evidenced
    by one or more loan accounts or records maintained by such Bank and the
    Administrative Agent in the ordinary course of business.  The loan
    accounts or records maintained by the Administrative Agent and each Bank
    shall be conclusive absent manifest error of the amounts of the Loans
    made by the Banks to the Company and the interest and payments thereon. 
    Any failure so to record or any error in doing so shall not, however,
    limit or otherwise affect the obligation of the Company hereunder to pay
    any amount owing with respect to the Loans.
    
                    2.2.2     The Loans made by each Bank shall be evidenced
    by a Revolving Note payable to the order of such Bank in an amount equal
    to such Bank's Pro Rata Share of the Maximum Commitment Amount on the
    Closing Date.  Such Bank may endorse on the schedule annexed to its
    Revolving Note(s) the date, amount and maturity of each Loan that it
    makes, the purpose of the Loan, the amount of each payment of principal
    that the Company makes with respect thereto and the source of the funds
    from which each principal payment is made.  The Company irrevocably
    authorizes each Bank to endorse its Revolving Note(s), and such Bank's
    record shall be conclusive absent manifest error; provided, however, that
    any Bank's failure to make, or its error in making, a notation thereon
    with respect to any Loan shall not limit or otherwise affect the
    Company's obligations to such Bank hereunder or under its Revolving
    Note(s).
    
               2.3  Procedure for Obtaining Credit.  Each Borrowing shall be
    made upon the irrevocable written notice (including notice via facsimile
    confirmed immediately by a telephone call) of the Company in the form of
    a Borrowing Notice signed by a Designated Representative (which notice
    must be received by the Administrative Agent prior to 9:30 a.m., San
    Francisco time, (i) three (3) Business Days prior to the requested
    borrowing date, in the case of LIBOR Rate Loans, or (ii) on the requested
    borrowing date, in the case of Reference Rate Loans), specifying:
    
                    (a)  the amount of the Borrowing, which in the case of
          a Borrowing shall be in an aggregate minimum principal amount of
          (i) Two Hundred Fifty Thousand dollars ($250,000) for Reference Rate
          Borrowings, and (ii) One Million dollars ($1,000,000) for any LIBOR
          Rate Borrowings;
    
                    (b)  the requested borrowing date, which shall be a
          Business Day;
    
                    (c)  the Type of Loans comprising the Borrowing; and
    
                    (d)  in the case of a LIBOR Rate Borrowing, the duration
          of the Interest Period applicable to the Loans comprising such LIBOR
          Rate Borrowing.  If the Borrowing Notice fails to specify the
          duration of the Interest Period for the Loans comprising a LIBOR
          Rate Borrowing, such Interest Period shall be thirty (30) days.
    
    Unless the Majority Banks otherwise agree, during the existence of a
    Default or Event of Default, the Company may not elect to have a Loan
    made as, or converted into or continued as, a LIBOR Rate Loan.  After
    giving effect to any Loan, there shall not be more than five (5)
    different Interest Periods in effect.
    
               2.4  Conversion and Continuation Elections.
    
                    2.4.1     The Company may, upon irrevocable written
    notice to the Administrative Agent in accordance with subsection 2.5.2:
    
                    (a)  elect to convert, on any Business Day, any
          Reference Rate Loans (or any part thereof in an amount not less than
          $1,000,000.00) into LIBOR Rate Loans;
    
                    (b)  elect to convert on any Interest Payment Date any
          LIBOR Rate Loans maturing on such Interest Payment Date (or any part
          thereof in an amount not less than $1,000,000.00) into Reference
          Rate Loans; or
    
                    (c)  elect to renew on any Interest Payment Date any
          LIBOR Rate Loans maturing on such Interest Payment Date (or any part
          thereof in an amount not less than $1,000,000.00); 
    
    provided, that if the aggregate amount of LIBOR Rate Loans in respect of
    any Borrowing shall have been reduced, by payment, prepayment or
    conversion of part thereof, to less than $1,000,000.00, such LIBOR Rate
    Loans shall automatically convert into Reference Rate Loans, and on and
    after such date the right of the Company to continue such Loans as, and
    convert such Loans into, LIBOR Rate Loans shall terminate.
    
                    2.4.2     The Company shall deliver by telex, cable or
    facsimile, confirmed immediately in writing, a Notice of
    Conversion/Continuation signed by a Designated Representative (which
    notice must be received by the Administrative Agent not later than 9:30
    a.m. San Francisco time, (i) at least three (3) Business Days prior to
    the Conversion Date or continuation date, if the Loans are to be
    converted into or continued as LIBOR Rate Loans, or (ii) on the
    Conversion Date, if the Loans are to be converted into Reference Rate
    Loans) specifying:
    
                    (a)  the proposed Conversion Date or continuation date;
    
                    (b)  the aggregate amount of Loans to be converted or
          continued;
    
                    (c)  the nature of the proposed conversion or
          continuation; and
    
                    (d)  if the Company elects to convert a Reference Rate
          Loan into a LIBOR Rate Loan or elects to continue a LIBOR Rate Loan,
          the duration of the Interest Period applicable to such Loan.  If the
          Conversion/Continuation Notice fails to specify the duration of the
          Interest Period for a LIBOR Rate Loan, such Interest Period shall
          be thirty (30) days.
    
                    2.4.3     If upon the expiration of any Interest Period
    applicable to LIBOR Rate Loans the Company has failed to select a new
    Interest Period to be applicable to LIBOR Rate Loans, or if any Default
    or Event of Default shall then exist, the Company shall be deemed to have
    elected to convert LIBOR Rate Loans into Reference Rate Loans effective
    as of the expiration date of such current Interest Period.
    
                    2.4.4     Notwithstanding any other provision contained
    in this Agreement, after giving effect to any conversion or continuation
    of any Loans, there shall not be more than five (5) different Interest
    Periods in effect.
    
               2.5  Voluntary Termination or Reduction of Commitment.  The
    Company may, upon not less than ninety (90) days' prior written notice
    to the Administrative Agent, terminate the Banks' commitment to make
    Loans to the Company or permanently reduce the Maximum Commitment Amount
    by a minimum amount of $1,000,000.00 or any multiple of $1,000,000.00 in
    excess thereof, unless, after giving effect thereto and to any
    prepayments of Loans made on the effective date thereof, the aggregate
    principal amount of the then-outstanding Loans would exceed  the
    Borrowing Base at such time.  Once reduced in accordance with this
    Section 2.6, the Maximum Commitment Amount may not be increased.  Any
    reduction of the commitment amounts shall be applied to each Bank
    according to its Pro Rata Share.  No commitment or extension fees paid
    prior to the effective date of any reduction of the Maximum Commitment
    Amount or termination of the Bank's commitment to make Loans to the
    Company shall be refunded.
    
               2.6  Principal Payments.
    
                    2.6.1     Optional Repayments.  Subject to Section 3.4,
    the Company may, at any time or from time to time, upon at least one (1)
    Business Day's prior written notice to the Administrative Agent signed
    by a Designated Representative, ratably prepay Loans in part in an amount
    not less than $250,000.00; provided, however, that subject to the
    provisions of Sections 2.5 and 2.12, the Company shall not repay the
    Loans in full prior to the Maturity Date, and there shall be deemed
    outstanding at all times prior to the Maturity Date principal in the
    amount of at least $10.00 to the extent necessary to maintain the liens
    granted in the Collateral Documents.  Such notice of prepayment shall
    specify the date and amount of such prepayment and the Type(s) of Loans
    to be repaid.  The Administrative Agent will promptly notify each Bank
    of its receipt of any such notice, and of such Bank's Pro Rata Share of
    such prepayment.  If the Company gives a prepayment notice to the
    Administrative Agent, such notice is irrevocable and the prepayment
    amount specified in such notice shall be due and payable on the date
    specified therein, together with accrued interest to such date, if
    required by the Administrative Agent, on the amount prepaid and all
    amounts required to be paid pursuant to Section 3.4.
    
                    2.6.2     Mandatory Repayments.
    
                    (a)  Borrowing Base Limit.  Should the aggregate
    principal amount of the outstanding Loans at any time exceed the
    Borrowing Base at such time, the Company shall immediately repay such
    excess to the Administrative Agent, for the account of the Banks.
    
                    (b)  Approved Parcel Dispositions.  If the Company or
    any of its Subsidiaries or any Permitted Partnership shall at any time
    or from time to time agree to enter into a Disposition, or shall suffer
    an Event of Loss in which the anticipated Net Proceeds exceed
    $250,000.00, then (i) the Company shall promptly notify the
    Administrative Agent of such proposed Disposition or such Event of Loss
    (including the amount of the estimated Net Proceeds to be received by the
    Company or its Subsidiary in respect thereof) and (ii) promptly upon
    receipt by the Company or its Subsidiary or the Permitted Partnership of
    the Net Proceeds of such Disposition or Event of Loss, the Company shall
    ratably repay the Loans in an aggregate amount equal to the Release
    Price, in the case of a Disposition, or the amount of such Net Proceeds,
    in the case of an Event of Loss.
    
                    (c)  Net Refinancing Proceeds.  If the Company or any of
    its Subsidiaries or any Permitted Partnership shall at any time or from
    time to time agree to refinance any real Property, then (i) the Company
    shall promptly notify the Administrative Agent of such proposed
    refinancing (including the amount of the estimated Net Refinancing
    Proceeds to be received by the Company or its Subsidiary or Permitted
    Partnership in respect thereof) and (ii) promptly upon receipt by the
    Company or its Subsidiary or Permitted Partnership of such Net
    Refinancing Proceeds, the Company shall ratably repay the Loans in an
    aggregate amount equal to the amount of such Net Refinancing Proceeds.
    
                    (d)  Net Issuance Proceeds.  If the Company or any of
    its Subsidiaries shall at any time or from time to time agree to issue
    any new debt or equity securities (whether in a public or a private
    transaction), then (i) the Company shall promptly notify the
    Administrative Agent of such proposed securities issuance (including the
    amount of the estimated Net Issuance Proceeds to be received by the
    Company or its Subsidiary in respect thereof) and (ii) promptly upon
    receipt by the Company or its Subsidiary of such Net Issuance Proceeds,
    the Company shall ratably repay the Loans in an aggregate amount equal
    to the amount of such Net Issuance Proceeds.
    
                    (e)  Application of Repayments.  Any repayments pursuant
    to this subsection 2.6.2 shall be (i) subject to Section 3.4, and
    (ii) applied first to any Reference Rate Loans then outstanding and then
    to LIBOR Rate Loans with the shortest Interest Periods remaining. 
    Notwithstanding any contrary provision of this subsection 2.6.2, but
    subject to the provisions of Section 2.5, there shall be deemed
    outstanding on the Loans at all times prior to the Maturity Date
    principal in the amount of at least $10.00 to the extent necessary to
    maintain the liens granted in the Collateral Documents.
    
                    2.6.3     Repayment at Maturity.  The Company shall
    repay the principal amount of all outstanding Loans on the Maturity Date
    or, if earlier, upon termination of the Banks' commitment pursuant to
    Section 2.5.
    
               2.7  Extension of Maturity Date.  At the Company's option, the
    Maturity Date may be extended for two (2) periods of three (3) months
    each, to December 1, 1999, if the initial extension is exercised, or to
    March 1, 2000, if both extensions are exercised, provided that all of the
    following conditions are satisfied as to each requested extension:
    
                    (a)  The Administrative Agent shall have received a
          written extension request from the Company signed by a Responsible
          Officer (i) at least thirty (30) days and not more than sixty (60)
          days prior to the initial Maturity Date or (ii) at least ten (10)
          days and not more than thirty (30) days prior to the first extended
          Maturity Date;
    
                    (b)  No Default or Event of Default shall have occurred,
          and the Administrative Agent shall have received a certificate to
          that effect signed by a Responsible Officer;
    
                    (c)  The representations and warranties set forth in
          this Agreement and the other Loan Documents shall be correct as of
          the applicable Maturity Date as though made on and as of that date,
          and the Administrative Agent shall have received a certificate to
          that effect signed by a Responsible Officer;
    
                    (d)  As of the applicable Maturity Date, the Maximum
          Commitment Amount is not less than Ten Million Dollars
          ($10,000,000.00);
    
                    (e)  The Company shall have paid to the Administrative
          Agent, for the account of the Banks, an extension fee in the amount
          set forth in the Fee Letter; and
    
                    (f)  The conditions set forth in subsections 4.3.6 and
          4.3.7 shall have been satisfied to the extent necessary to evidence
          the extension of the Maturity Date and to maintain and insure the
          validity and the priority of the Liens securing the Obligations.
    
               2.8  Interest.
    
                    2.8.1     Accrual Rate.  Subject to subsection 2.8.3,
    each Loan shall bear interest on the outstanding principal amount thereof
    from the date when made until it becomes due at a rate per annum equal
    to the LIBOR Rate or the Reference Rate, as the case may be, plus the
    Applicable Margin.
    
                    2.8.2     Payment.  Interest on each Loan shall be
    payable in arrears on each Interest Payment Date.  Interest shall also
    be payable on the date of any repayment of Loans pursuant to
    subsections 2.6.1 and 2.6.2 for the portion of the Loans so repaid and
    upon payment (including prepayment) in full thereof, if required by the
    Administrative Agent, and, during the existence of any Event of Default,
    interest shall be payable on demand.
    
                    2.8.3     Default Interest.  Commencing (i) ten (10)
    Business Days after the occurrence of any Event of Default under
    subsection 8.1.3 or (ii) upon the occurrence of any other Event of
    Default, and continuing thereafter while such Event of Default exists,
    or after maturity or acceleration, the Company shall pay interest (after
    as well as before entry of judgment thereon to the extent permitted by
    law) on the principal amount of all Obligations due and unpaid, at a rate
    per annum which is determined by adding 3% per annum to the Applicable
    Margin then in effect for such Loans and, in the case of Obligations not
    subject to an Applicable Margin, at a rate per annum equal to the
    Reference Rate plus 3.00%; provided, however, that, on and after the
    expiration of any Interest Period applicable to any LIBOR Rate Loan
    outstanding on the date of occurrence of such Event of Default or
    acceleration, the principal amount of such Loan shall, during the
    continuation of such Event of Default or after acceleration, bear
    interest at a rate per annum equal to the Reference Rate plus 3.00%.
    
                    2.8.4     Maximum Legal Rate.  Notwithstanding any
    contrary provision this Agreement, the Company's obligations to any Bank
    hereunder shall be subject to the limitation that payments of interest
    shall not be required, for any period for which interest is computed
    hereunder, to the extent (but only to the extent) that such Bank's
    contracting for or receiving such payment would be contrary to the
    provisions of any law applicable to such Bank limiting the highest rate
    of interest that such Bank may lawfully contract for, charge or receive,
    and in such event the Company shall pay such Bank interest at the highest
    rate permitted by applicable law.
    
               2.9  Fees.  The Company shall pay to the Administrative Agent,
    for the account of the Banks (based on the allocations set forth below
    or such other allocations as may be agreed to by or among the Banks, or
    any of them, in writing from time to time): (a) on the Closing Date a
    one-time commitment fee equal to the amount set forth in the Fee Letter;
    and (b) an unused commitment fee equal to (i) 0.200% per annum of the
    average during a calendar quarter of the daily difference between the
    Maximum Commitment Amount and the principal amount outstanding hereunder
    (the "Average Unused"), if the weighted average principal amount
    outstanding hereunder during such calendar quarter is less than fifty
    percent (50%) of the weighted average Maximum Commitment Amount during
    such calendar quarter, or (ii) 0.125% per annum of the Average Unused if
    the weighted average principal amount outstanding hereunder during such
    calendar quarter is greater than or equal to fifty percent (50%) of the
    weighted average Maximum Commitment Amount during such calendar quarter,
    in each case measured quarterly and payable quarterly in arrears on each
    January 1, April 1, July 1, and October 1, commencing April 1, 1999 (for
    the portion of the calendar quarter ending March 31, 1999).  In addition,
    the Company shall pay to the Administrative Agent, for its own account,
    an agency fee in an amount and at the times set forth in the Fee Letter.
    
               2.10 Computation of Fees and Interest.  All computations of
    interest and fees under this Agreement shall be made on the basis of a
    360-day year and actual days elapsed, which results in more interest or
    fees being paid than if computed on the basis of a 365-day year. 
    Interest and fees shall accrue during each period during which interest
    or such fees are computed from the first day thereof to the last day
    thereof.  Any change in the interest rate on a Loan resulting from a
    change in the Reference Rate or the Reserve Percentage shall become
    effective as of the opening of business on the day on which such change
    in the Reference Rate or the Reserve Percentage becomes effective.  Each
    determination of an interest rate by the Administrative Agent pursuant
    to any provision of this Agreement shall be conclusive and binding on the
    Company and the Banks in the absence of manifest error.
    
               2.11 Payments by the Company.  
    
                    2.11.1   All payments (including prepayments) to be made
    by the Company on account of principal, interest, fees and other amounts
    required hereunder shall be made without set off or counterclaim and
    shall, except as otherwise expressly provided herein, be made to the
    Administrative Agent for the account of the Banks at the Administrative
    Agent's Payment Office, in dollars and in immediately available funds,
    no later than 10:00 a.m. San Francisco time on the date specified herein. 
    The Administrative Agent will promptly distribute to each Bank its Pro
    Rata Share (or other applicable share as provided herein) of such payment
    in like funds as received.  Any payment received by the Administrative
    Agent later than 10:00 a.m. San Francisco time shall be deemed to have
    been received on the immediately succeeding Business Day and any
    applicable interest or fee shall continue to accrue.
    
                    2.11.2   Subject to the provisions set forth in the
    definition of the term "Interest Period," whenever any payment hereunder
    is stated to be due on a day other than a Business Day, such payment
    shall be made on the next succeeding Business Day, and such extension of
    time shall in such case be included in the computation of interest or
    fees, as the case may be.
    
                    2.11.3   Unless the Administrative Agent receives notice
    from the Company prior to the date on which any payment is due and
    payable to the Banks that the Company will not make such payment in full
    as and when required, the Administrative Agent may assume that the
    Company has made such payment in full to the Administrative Agent on such
    date in immediately available funds and the Administrative Agent may (but
    shall not be so required), in reliance upon such assumption, distribute
    to each Bank on such date an amount equal to the amount then due and
    payable to such Bank.  If and to the extent the Company has not made such
    payment in full to the Administrative Agent, each Bank shall repay to the
    Administrative Agent on demand the amount distributed to such Bank,
    together with interest thereon at the Federal Funds Rate for each day
    from the date such amount is distributed to such Bank until the date
    repaid.
    
               2.12 Payments by the Banks to the Administrative Agent.
    
                    2.12.1   With respect to any Borrowing, unless the
    Administrative Agent receives notice from a Bank at least one (1)
    Business Day prior to the date of such Borrowing, that such Bank will not
    make available to the Administrative Agent, for the account of the
    Company, the amount of that Bank's Pro Rata Share of the Borrowing as and
    when required hereunder, the Administrative Agent may assume that each
    Bank has made such amount available to the Administrative Agent in
    immediately available funds on the borrowing date and the Administrative
    Agent may (but shall not be so required), in reliance upon such
    assumption, make available to the Company on such date a corresponding
    amount.  If and to the extent any Bank shall not have made its full
    amount available to the Administrative Agent in immediately available
    funds and the Administrative Agent in such circumstances has made
    available to the Company such amount, that Bank shall, on the Business
    Day following such borrowing date, make such amount available to the
    Administrative Agent, together with interest at the Federal Funds Rate
    for each day during such period.  A notice of the Administrative Agent
    submitted to any Bank with respect to amounts owing under this
    Section 2.12 shall be conclusive absent manifest error.  If such amount
    is so made available, such payment to the Administrative Agent shall
    constitute such Bank's Loan on the date of Borrowing for all purposes of
    this Agreement.  If such amount is not made available to the
    Administrative Agent on the Business Day following the Borrowing Date,
    the Administrative Agent will notify the Company of such failure to fund
    and, upon demand by the Administrative Agent, the Company shall pay such
    amount to the Administrative Agent for the Administrative Agent's
    account, together with interest thereon for each day elapsed since the
    date of such Borrowing, at a rate per annum equal to the interest rate
    applicable at the time to the Loans comprising such Borrowing.
    
                    2.12.2   The failure of any Bank to make any Loan on any
    Borrowing Date shall not relieve any other Bank of any obligation
    hereunder to make a Loan on such Borrowing Date, but no Bank shall be
    responsible for the failure of any other Bank to make the Loan to be made
    by such other Bank on any borrowing date.
    
               2.13 Sharing of Payments, Etc.  If, other than as expressly
    provided elsewhere herein, any Bank shall obtain on account of the
    Obligations owing to it any payment (whether voluntary, involuntary, or
    otherwise) in excess of its ratable share (or other share contemplated
    hereunder), such Bank shall immediately (a) notify the Administrative
    Agent of such fact, and (b) purchase from the other Banks such
    participations in the Loans made by them as shall be necessary to cause
    such purchasing Bank to share the excess payment pro rata with each of
    them; provided, however, that if all or any portion of such excess
    payment is thereafter recovered from the purchasing Bank, such purchase
    shall to that extent be rescinded, and each other Bank shall repay to the
    purchasing Bank the purchase price paid therefor, together with an amount
    equal to such paying Bank's ratable share (according to the proportion
    of (i) the amount of such paying Bank's required repayment to (ii) the
    total amount so recovered from the purchasing Bank) of any interest or
    other amount paid or payable by the purchasing Bank in respect of the
    total amount so recovered.  The Company agrees that any Bank so
    purchasing a participation from another Bank may, to the fullest extent
    permitted by law, exercise all its rights of payment (other than the
    right of set-off) with respect to such participation as fully as if such
    Bank were the direct creditor of the Company in the amount of such
    participation.  The Administrative Agent will keep records (which shall
    be conclusive and binding in the absence of manifest error) of
    participations purchased under this Section and will in each case notify
    the Banks following any such purchases or repayments.  
    
               2.14 Security; Appraisal of Approved Parcels.  All obligations
    of the Company under this Agreement, the Revolving Notes and all other
    Loan Documents (but not including the Environmental Indemnity) shall be
    secured in accordance with the Collateral Documents.  
    
               2.15 Release of Lien on Approved Parcel.
    
                    2.15.1   Release Conditions.  The Administrative Agent
    shall reconvey and release its Lien on an Approved Parcel upon the
    Company's satisfaction of all of the following conditions precedent:
    
                    (a)  The Company shall have submitted to the
          Administrative Agent a written request that the Administrative Agent
          reconvey and release its Lien on such Approved Parcel;  
    
                    (b)  The Company shall have paid to the Administrative
          Agent, for the account of the Banks, the lesser of (i) the Release
          Price for such Approved Parcel, or (ii) the then-outstanding
          aggregate principal amount of the Loans;
    
                    (c)  There shall have occurred no Default or Event of
          Default that remains uncured, and the Administrative Agent shall
          have received a certificate to that effect signed by a Responsible
          Officer;
    
                    (d)  The Approved Parcel to be reconveyed constitutes a
          legally separable and transferable lot or parcel under all
          applicable laws, ordinances, rules and regulations relating to the
          subdivision or parceling of real property and the transfer thereof;
          and 
    
                    (e)  Upon the Administrative Agent's request, the
          Administrative Agent has been furnished, at the Company's sole cost,
          with a CLTA form 111 indorsement or such other indorsements to any
          Title Policy as the Administrative Agent may require, assuring the
          Administrative Agent that the reconveyance will not result in the
          subordination of the lien of any Mortgage as to the remaining
          Approved Parcels to any other lien or claim affecting any such
          Approved Parcels.
    
    The foregoing conditions precedent are solely for the benefit of the
    Administrative Agent and the Banks, any may be waived in a writing signed
    by the Administrative Agent, with the consent of the Majority Banks, and
    in no other manner.
    
                    2.15.2   Application of Release Price.  The Release Price
    of each Approved Parcel shall be applied, in the Administrative Agent's
    sole discretion, first to any amounts due hereunder other than interest
    or principal then due and payable, then to interest then due, and then
    to the prepayment of principal (first to any Reference Rate Loans then
    outstanding and then to LIBOR Rate Loans with the shortest Interest
    Periods remaining).
    
               2.16 Collateral Documents.  If (a) any provision of any
    Collateral Document shall for any reason cease to be valid and binding
    on or enforceable against the Company or any Subsidiary of the Company
    party thereto, or the Company or any Subsidiary of the Company shall so
    state in writing or bring an action to limit its obligations or
    liabilities thereunder or (b) any Collateral Document shall for any
    reason (other than pursuant to the terms thereof) cease to create a valid
    security interest in the Collateral purported to be covered thereby or
    such security interest shall for any reason cease to be a perfected and
    first priority security interest subject only to Permitted Liens and
    Permitted Encumbrances, the Parcel encumbered by such Collateral Document
    shall, at the option of the Majority Banks, immediately cease to be an
    Approved Parcel, the Borrowing Base and the Availability shall
    immediately be adjusted to reflect such change and the Company shall
    repay to the Administrative Agent, for the benefit of the Banks, within
    thirty (30) days after notice from the Administrative Agent, any amounts
    payable pursuant to Section 2.6.2(a).
    
          3.   Taxes, Yield Protection and Illegality.
    
               3.1  Taxes.  If any taxes (other than taxes on a Bank's net
    income) are at any time imposed on any payments under or in respect of
    this Agreement or any instrument or agreement required hereunder,
    including payments made pursuant to this Section 3.1, the Company shall
    pay all such taxes and shall also pay to the Administrative Agent, for
    the account of the applicable Bank, at the time interest is paid, all
    additional amounts which such Bank specifies as necessary to preserve the
    yield, after payment of such taxes, that such Bank would have received
    if such taxes had not been imposed.
    
               3.2  Illegality.
    
                    (a)  If any Bank determines that (i) the introduction of
          any Requirement of Law, or any change in any Requirement of Law or
          in the interpretation or administration thereof, has made it
          unlawful, or (ii) any central bank or other Governmental Authority
          has asserted that it is unlawful, for such Bank or its applicable
          Lending Office to make LIBOR Rate Loans, then, on notice thereof by
          such Bank to the Company and the Administrative Agent, the
          obligation of such Bank to make LIBOR Rate Loans shall be suspended
          until such Bank shall have notified the Company and the
          Administrative Agent that the circumstances giving rise to such
          determination no longer exist.
    
                    (b)  If any Bank determines that it is unlawful to
          maintain any LIBOR Rate Loan, the Company shall, upon its receipt
          of notice of such fact and demand from such Bank (with a copy to the
          Administrative Agent), prepay in full all LIBOR Rate Loans of that
          Bank then outstanding, together with interest accrued thereon and
          any amounts required to be paid in connection therewith pursuant to
          Section 3.4, either on the last day of the Interest Period thereof,
          if such Bank may lawfully continue to maintain such LIBOR Rate Loans
          to such day, or immediately, if such Bank may not lawfully continue
          to maintain such LIBOR Rate Loans.
    
                    (c)  Notwithstanding any contrary provision of
          Section 2.1, if the Company is required to prepay any LIBOR Rate
          Loan immediately as provided in subsection 3.2(b), then concurrently
          with such prepayment the Company shall borrow a Reference Rate Loan
          from the affected Bank in the amount of such repayment.
    
                    (d)  If the obligation of any Bank to make or maintain
          LIBOR Rate Loans has been terminated, the Company may elect, by
          giving notice to such Bank through the Administrative Agent, that
          all Loans which would otherwise be made by such Bank as LIBOR Rate
          Loans shall instead be Reference Rate Loans.
    
                    (e)  Before giving any notice to the Administrative
          Agent or the Company pursuant to this Section 3.2, the affected Bank
          shall designate a different Lending Office with respect to its LIBOR
          Rate Loans if such designation would avoid the need for giving such
          notice or making such demand and would not, in the judgment of such
          Bank, be illegal or otherwise disadvantageous to such Bank.
    
               3.3  Increased Costs and Reduction of Return.
    
                    (a)  If any Bank determines that, due to either (i) the
          introduction of, or any change (other than a change by way of
          imposition of, or increase in, reserve requirements included in the
          Reserve Percentage) in or in the interpretation of, any law or
          regulation or (ii) the compliance by such Bank (or its Lending
          Office) or any Corporation controlling such Bank with any guideline
          or request from any central bank or other Governmental Authority
          (whether or not having the force of law), there shall be any
          increase in the cost to such Bank of agreeing to make or making,
          funding or maintaining any LIBOR Rate Loans, then the Company shall
          be liable for, and shall from time to time, upon demand therefor by
          such Bank with a copy to the Administrative Agent, pay to the
          Administrative Agent for the account of such Bank such additional
          amounts as are sufficient to compensate such Bank for such increased
          costs.
    
                    (b)  If any Bank determines that (i) the introduction of
          any Capital Adequacy Regulation, (ii) any change in any Capital
          Adequacy Regulation, (iii) any change in the interpretation or
          administration of any Capital Adequacy Regulation by any central
          bank or other Governmental Authority charged with the interpretation
          or administration thereof, or (iv) compliance by such Bank (or its
          Lending Office), or any corporation controlling such Bank, with any
          Capital Adequacy Regulation affects or would affect the amount of
          capital that such Bank or any corporation controlling such Bank is
          required or expected to maintain, and such Bank (taking into
          consideration such Bank's or such corporation's policies with
          respect to capital adequacy and such Bank's desired return on
          capital) determines that the amount of such capital is increased as
          a consequence of any of its loans, credits or obligations under this
          Agreement, then, upon demand of such Bank to the Company through the
          Administrative Agent, the Company shall immediately pay to the
          Administrative Agent, for the account of such Bank, from time to
          time as specified by such Bank, additional amounts sufficient to
          compensate such Bank for such increase.
    
               3.4  Funding Losses.  The Company agrees to pay to the
    Administrative Agent, from time to time, for the account of the Banks,
    any amount that would be necessary to reimburse the Banks for, and to
    hold the Banks harmless from, any loss or expense which the Banks may
    sustain or incur as a consequence of:
    
                    (a)  the failure of the Company to make any payment or
          prepayment of principal of any LIBOR Rate Loan (including payments
          made after any acceleration thereof);
    
                    (b)  the failure of the Company to borrow, continue or
          convert a Loan after the Company has given (or is deemed to have
          given) a Borrowing Notice or a Conversion/Continuation Notice;
    
                    (c)  the failure of the Company to make any prepayment
          after the Company has given a notice in accordance with Section 2.6;
    
                    (d)  the prepayment (including pursuant to
          Section 2.6.2) of a LIBOR Rate Loan on a day which is not the last
          day of the Interest Period with respect thereto;
    
                    (e)  the conversion pursuant to subsection 2.4 of any
          LIBOR Rate Loan to a Reference Rate Loan on a day that is not the
          last day of the respective Interest Period; 
    
    including any such loss or expense arising from the liquidation or
    reemployment of funds obtained to maintain the LIBOR Rate Loans hereunder
    or from fees payable to terminate the deposits from which such funds were
    obtained.  Solely for purposes of calculating amounts payable by the
    Company to the Administrative Agent, for the account of the Banks, under
    this Section 3.4, each LIBOR Rate Loan (and each related reserve, special
    deposit or similar requirement) shall be conclusively deemed to have been
    funded at the LIBOR used in determining the LIBOR Rate for such LIBOR
    Rate Loan by a matching deposit or other borrowing in the applicable
    offshore dollar interbank market for a comparable amount and for a
    comparable period, whether or not such LIBOR Rate Loan is in fact so
    funded.
    
               3.5  Inability to Determine Rates.  If any Bank determines
    that for any reason adequate and reasonable means do not exist for
    ascertaining the LIBOR Rate for any requested Interest Period with
    respect to a proposed LIBOR Rate Loan or that the LIBOR Rate applicable
    pursuant to subsection 2.8.1 for any requested Interest Period with
    respect to a proposed LIBOR Rate Loan does not adequately and fairly
    reflect the cost to such Bank of funding such Loan, such Bank will
    forthwith give notice of such determination to the Company through the
    Administrative Agent.  Thereafter, the obligation of such Bank to make
    or maintain LIBOR Rate Loans hereunder shall be suspended until such Bank
    revokes such notice in writing.  Upon receipt of such notice, the Company
    may revoke any Borrowing Notice or Conversion/Continuation Notice then
    submitted by it.  If the Company does not revoke such notice, the
    affected Bank shall make, convert or continue the Loans, as proposed by
    the Company, in the amount specified in the applicable notice submitted
    by the Company, but such Loans shall be made, converted or continued as
    Reference Rate Loans instead of LIBOR Rate Loans.
    
               3.6  Certificate of Bank.  Any Bank, if claiming reimbursement
    or compensation pursuant to this Article 3, shall deliver to the Company
    through the Administrative Agent a certificate setting forth in
    reasonable detail the amount payable to such Bank hereunder, and such
    certificate shall be conclusive and binding on the Company in the absence
    of manifest error.
    
               3.7  Survival.  The agreements and obligations of the Company
    in this Article 3 shall survive the payment and performance of all other
    Obligations.
    
          4.   Conditions Precedent.
    
               4.1  Conditions to Approving Parcels.  Subject to the
    provisions of Section 10.18, a Parcel shall be considered an Approved
    Parcel for purposes of this Agreement upon satisfaction of all of the
    following conditions precedent:
    
                    4.1.1   Fee Ownership.  Except for the Parcel located in
    King County, Washington subleased by the Company from The Quadrant
    Corporation, the Company or a wholly-owned Subsidiary of the Company owns
    fee title to such Parcel; provided, however, that notwithstanding its
    satisfaction of all of the conditions set forth in this Section 4.1, no
    Parcel owned by a Permitted Partnership shall become an Approved Parcel
    if it would cause the aggregate Approved Parcel Values of all of the
    Approved Parcels owned by Permitted Partnerships to exceed ten percent
    (10%) of the Total Approved Parcel Value at such time.
    
                    4.1.2   Satisfactory Parcel.  Such Parcel is satisfactory
    to Majority Banks in their sole and absolute discretion.
    
                    4.1.3   No Hazardous Materials.  Such Parcel is free from
    all Hazardous Materials, including asbestos, other than commercially
    reasonable quantities of Hazardous Materials typically used in properties
    similar to such Parcel and permitted by all applicable Environmental
    Laws, and the Administrative Agent shall have received evidence in form
    and substance satisfactory to all of the Banks of such Parcel's
    compliance with this condition.
    
                    4.1.4   Appraised Value.  An Appraised Value shall have
    been established for such Parcel.
    
                    4.1.5   No Liens.  Such Parcel and all related personal
    property is (or at the time a Mortgage is recorded against such Parcel
    it shall be) free and clear of all Liens other than Liens securing
    nondelinquent taxes or assessments.
    
                    4.1.6   Deliveries to the Administrative Agent.  The
    Administrative Agent shall have received each of the following in form
    and substance satisfactory to the Administrative Agent:
    
                         (1)  a current ALTA survey of such Parcel and
          Surveyor's Certification, including a complete legal description;
    
                         (2)  copies of all exceptions to title with respect
          to such Parcel;
    
                         (3)  at the Administrative Agent's request, copies
          of any available plans and specifications for any improvements
          located on such Parcel;
    
                         (4)  an environmental site assessment for such
          Parcel, dated as of a recent date, prepared by a qualified firm
          acceptable to the Administrative Agent, stating, among other things,
          that such Parcel is free from Hazardous Materials other than
          commercially reasonable quantities of Hazardous Materials typically
          used in properties similar to such Parcel, and that any such
          Hazardous Materials located thereon and all operations conducted
          thereon are in compliance with all Environmental Laws and showing
          any Estimated Remediation Costs;
    
                         (5)  at the Administrative Agent's request, copies
          of all leases and contracts not cancelable on thirty (30) days'
          notice and a rent roll relating to all or any portion of such
          Parcel;  
    
                         (6)  At the Administrative Agent's request,
          financial statements for any Major Tenant that are available to the
          Company;
    
                         (7)  an operating report for such Parcel for not
          less than the four (4) most recent consecutive quarters, together
          with a projection of the operating results for such Parcel for the
          following twelve (12) months;  
    
                         (8)  a certificate concerning the amount of space
          at such Parcel devoted to office, industrial, research and
          development (other than office) and flexible industrial (other than
          research and development or warehouse) uses signed by the Company
          and, if such Parcel is owned by a Person other than the Company,
          such other Person, substantially in the form of Exhibit D;
    
                         (9)  at the Administrative Agent's request, a cost
          budget for any anticipated renovation of such Parcel;
    
                         (10) if such Parcel is owned by a Person other than
          the Company, copies of all of such Person's Organization Documents;
    
                         (11) a duly executed Mortgage, financing
          statement(s) and assignment of contracts covering such Parcel;
    
                         (12) such certificates relating to the authority
          of the Persons signing the documents required under
          Section 4.1.6(11) as the Administrative Agent may reasonably
          request;
    
                         (13) at the Administrative Agent's request, a
          written opinion of counsel to the Company and the Person signing the
          documents required under Section 4.1.6(11) practicing in the
          jurisdiction in which such Parcel is located (which counsel shall
          be acceptable to the Administrative Agent) covering such matters
          relating to the Company, such other Person, the Loans and such
          Parcel as the Administrative Agent may require;
    
                         (14) estoppel certificates executed by each tenant
          whose lease covers at least fifteen percent (15%) of the net
          rentable area of the improvements located on such Parcel; and
          estoppel certificates and/or subordination, nondisturbance and
          attornment agreements executed by such additional tenants as the
          Administrative Agent, by written notice to the Company prior to the
          recording of the Mortgage encumbering such Parcel, may require;
    
                         (15) such consents, subordination agreements and
          other documents and instruments executed by tenants and other
          Persons party to material contracts relating to such Parcel as the
          Administrative Agent may request;
    
                         (16) certificates of insurance and loss payable
          endorsements for all policies required pursuant to Section 6.6,
          showing the same to be in full force and effect with respect to such
          Parcel; and
    
                         (17) all other documents reasonably required by the
          Administrative Agent.
    
                    4.1.7   Recording of the Mortgage.  The Mortgage relating
    to such Parcel shall have been duly recorded in the official records of
    the jurisdiction in which such Parcel is located.
    
                    4.1.8   Title Insurance.  The Company shall, at its sole
    expense, have delivered to the Administrative Agent an ALTA form extended
    coverage lender's policy of title insurance, or evidence of a commitment
    therefor satisfactory to the Administrative Agent, in form, substance and
    amount, and issued by one or more insurers, reasonably satisfactory to
    the Administrative Agent, together with all indorsements and binders
    thereto reasonably required by the Administrative Agent, naming the
    Administrative Agent as the insured, insuring the Mortgage relating to
    such Parcel to be a valid first priority lien upon such Parcel, and
    showing such Parcel subject only to such Mortgage and the Permitted
    Encumbrances.
    
                    4.1.9   Filing of Financing Statements.  Financing
    statement(s) shall have been filed with all of the officials necessary,
    in the Administrative Agent's sole judgment, to perfect the security
    interests created by the Mortgage relating to such Parcel and all related
    personal property.
    
                    4.1.10   Perfection of Liens.  The Administrative Agent
    shall have received satisfactory evidence that all other actions
    necessary, or in the Administrative Agent's sole judgment desirable, to
    perfect and protect the first priority security interests for the benefit
    of the Administrative Agent created by the Collateral Documents have been
    taken.
    
                    4.1.11   Tax Reporting Service.  The Company shall, at
    its sole expense, have delivered to the Administrative Agent evidence of
    a contract with a property tax reporting service for such Parcel for a
    period of not less than two (2) years.
    
                    4.1.12   Costs.  The Company shall have paid to the
    Administrative Agent all amounts payable pursuant to Section 10.4 in
    connection with such Parcel and the Mortgage relating to such Parcel.
    
                    4.1.13   Expenses.  The Administrative Agent shall have
    received satisfactory evidence that the Company has paid all title
    insurance premiums, tax service charges, documentary stamp or intangible
    taxes, recording fees and mortgage taxes payable in connection with such
    Parcel, the recording of the Mortgage relating to such Parcel or the
    issuance of the Title Policy (whether due on the recording date of the
    Mortgage or in the future) including sums due in connection with any
    future advances.
    
               4.2  Conditions of Initial Loan.  The obligation of the Banks
    to make the initial Loan after the Closing Date is subject to the
    satisfaction of all of the following conditions precedent:
    
                    4.2.1   Deliveries to the Administrative Agent.  The
    Administrative Agent shall have received, on or before the Closing Date,
    all of the following in form and substance satisfactory to the
    Administrative Agent and its counsel:
    
                    (a)  this Agreement, the Revolving Notes and the
          Environmental Indemnity executed by the Company;
    
                    (b)  copies of the resolutions of the board of directors
          of the Company approving and authorizing the execution, delivery and
          performance by the Company of this Agreement, the other Loan
          Documents to be delivered hereunder, and the Environmental
          Indemnity, and authorizing the borrowing of the Loans, certified as
          of the Closing Date by the Secretary or an Assistant Secretary of
          the Company; 
    
                    (c)  a certificate of the Secretary or Assistant
          Secretary of the Company certifying the names and true signatures
          of the officers of the Company authorized to execute and deliver,
          as applicable, this Agreement, all other Loan Documents to be
          delivered hereunder, and the Environmental Indemnity; 
    
                    (d)  the articles or certificate of incorporation of the
          Company as in effect on the Closing Date, certified by the Secretary
          of State of the state of incorporation of the Company as of a recent
          date and by the Secretary or Assistant Secretary of the Company as
          of the Closing Date; and
    
                    (e)  a good standing certificate for the Company from
          the Secretary of State of (i) its state of incorporation and (ii)
          each state in which an Approved Parcel is situated, evidencing that
          the Company is qualified to do business as a foreign corporation in
          said state as of a recent date, together with bringdown certificates
          by telex or telefacsimile dated the Closing Date;
    
                    (f)  an opinion of counsel to the Company acceptable to
          the Administrative Agent, addressed to the Administrative Agent,
          substantially in the form of Exhibit E;
    
                    (g)  a certificate signed by a Responsible Officer,
          dated as of the Closing Date, stating that (i) the representations
          and warranties contained in Article 5 are true and correct on and
          as of such date, as though made on and as of such date; (ii) no
          Default or Event of Default exists or would result from the initial
          Loan; and (iii) there has occurred since September 30, 1998, no
          event or circumstance that could reasonably be expected to result
          in a Material Adverse Effect;
    
                    (h)  a certified copy of financial statements of the
          Company and its Subsidiaries referred to in Section 5.11; and
    
                    (i)  such other approvals, opinions or documents as the
          Administrative Agent may request.
    
                    4.2.2   Initial Approved Parcel.  All of the conditions
    of Section 4.1 shall have been satisfied for each Parcel described in
    Section 10.18.
    
                    4.2.3   Payment of Expenses.  The Company shall have paid
    all costs, accrued and unpaid fees and expenses incurred by the
    Administrative Agent, to the extent then due and payable, on the Closing
    Date, including Attorney Costs incurred by the Administrative Agent, to
    the extent invoiced prior to or on the Closing Date, together with such
    additional amounts of Attorney Costs as shall constitute a reasonable
    estimate of Attorney Costs incurred or to be incurred through the closing
    proceedings, provided that such estimate shall not thereafter preclude
    final settling of accounts between the Company and the Administrative
    Agent, including any such costs, fees and expenses arising under or
    referenced in Section 10.4.
    
                    4.2.4   Payment of Fees.  The Company shall have paid to
    the Administrative Agent, for the account of the Banks, the commitment
    fee owing pursuant to Section 2.9.
    
               4.3  Conditions to All Borrowings.  The obligation of the
    Banks to make any Loan (including the initial Loan) is subject to the
    satisfaction of all of the following conditions precedent on the relevant
    borrowing date:
    
                    4.3.1   Initial Approved Parcel.  At least one (1) Parcel
    shall have become an Approved Parcel by satisfying all of the conditions
    of Section 4.1.
    
                    4.3.2   Notice of Borrowing.  The Administrative Agent
    shall have received a Borrowing Notice.
    
                    4.3.3   Continuation of Representations and Warranties. 
    The representations and warranties made by the Company contained in
    Article 5 shall be true and correct on and as of such borrowing date with
    the same effect as if made on and as of such borrowing date (except to
    the extent such representations and warranties expressly refer to an
    earlier date, in which case they shall be true and correct as of such
    earlier date).
    
                    4.3.4   No Existing Default.  No Default or Event of
    Default shall exist or shall result from such Loan.
    
                    4.3.5   No Future Advance Notice.  The Administrative
    Agent shall not have received from the Company any notice that any
    Collateral Document will no longer secure future advances or future Loans
    to be made or extended under this Agreement.
    
                    4.3.6   Further Assurances.  The Company shall have
    executed and acknowledged (or caused to be executed and acknowledged) and
    delivered to the Administrative Agent all documents and taken all
    actions, reasonably required by the Administrative Agent or the Banks
    from time to time to confirm the rights created or now or hereafter
    intended to be created by the Loan Documents or the Environmental
    Indemnity, or otherwise to carry out the purposes of the Loan Documents
    and the transactions contemplated thereunder.
    
                    4.3.7   Title Insurance.  The Administrative Agent shall
    have received, in form and substance satisfactory to the Banks, from any
    title insurer who issued a Title Policy, all indorsements, binders and
    modifications to such policy or policies reasonably required by the
    Banks.
    
    Each Borrowing Notice submitted by the Company hereunder shall constitute
    a representation and warranty by the Company hereunder, as of the date
    of each such Borrowing Notice and as of the date of each Loan, that the
    conditions in Section 4.3 are satisfied.
    
    
          5.   Representations and Warranties.  The Company represents and
    warrants to the Administrative Agent and each of the Banks that:
    
               5.1  Existence and Power.  The Company and each of its
    Subsidiaries (a) is a corporation duly organized, validly existing and
    in good standing under the laws of the jurisdiction of its incorporation;
    and (b) is duly qualified as a foreign corporation, licensed and in good
    standing under the laws of each jurisdiction where its ownership, lease
    or operation of property or the conduct of its business requires such
    qualification.  Each Permitted Partnership (c) is a limited partnership
    duly organized, validly existing and in good standing under the laws of
    the jurisdiction of its creation; and (d) is duly qualified as a foreign
    limited partnership, licensed and in good standing under the laws of each
    jurisdiction where its ownership, lease or operation of property or the
    conduct of its business requires such qualification.  The Company, each
    of its Subsidiaries and each Permitted Partnership (e) has the power and
    authority, and has obtained all governmental licenses, and all
    authorizations, consents and approvals needed, to own its assets, to
    carry on its business and to execute, deliver and perform its obligations
    under the Loan Documents to which it is a party and the Environmental
    Indemnity; and (f) is in compliance with all Requirements of Law; except,
    in each case referred to in clause (b), clause (d) or clause (f), to the
    extent that failure to do so could not reasonably be expected to have a
    Material Adverse Effect.
    
               5.2  Corporate Authorization; No Contravention.  The
    execution, delivery and performance by the Company of this Agreement, any
    other Loan Document and the Environmental Indemnity have been duly
    authorized by all necessary corporate action, and do not and will not:
    
                    (a)  contravene the terms of any of the Company's
          Organization Documents;
    
                    (b)  conflict with or result in any breach or
          contravention of, or the creation of any Lien under, any Contractual
          Obligation to which the Company is a party or any order, injunction,
          writ or decree of any Governmental Authority to which the Company
          or its Property is subject; or
    
                    (c)  violate any Requirement of Law.
    
               5.3  Governmental Authorization.  No approval, consent,
    exemption, authorization or other action by, or notice to or filing with,
    any Governmental Authority (except for recordings or filings in
    connection with the Liens granted to the Administrative Agent under the
    Collateral Documents) is necessary or required in connection with the
    execution, delivery or performance by, or enforcement against, the
    Company of this Agreement, any other Loan Document to which the Company
    is a party, or the Environmental Indemnity.
    
               5.4  Binding Effect.  This Agreement, each other Loan Document
    and the Environmental Indemnity constitute the legal, valid and binding
    obligations of the Company, enforceable in accordance with their
    respective terms, except as enforceability may be limited by applicable
    bankruptcy, insolvency or similar laws affecting the enforcement of
    creditors' rights generally or by equitable principles relating to
    enforceability.
    
               5.5  Litigation.  Except as specifically disclosed in Schedule
    5.5, there are no actions, suits, proceedings, claims or disputes
    pending, or to the best knowledge of the Company threatened or
    contemplated, at law, in equity, in arbitration or before any
    Governmental Authority, against the Company, any of its Subsidiaries or
    any Permitted Partnership, or any of their respective Properties, which
    (a) purport to affect or pertain to this Agreement, any other Loan
    Document or the Environmental Indemnity, or any of the transactions
    contemplated hereby or thereby, or (b) if determined adversely to the
    Company, one or more of its Subsidiaries or one or more Permitted
    Partnerships would reasonably be expected to have a Material Adverse
    Effect.  No injunction, writ, temporary restraining order or any order
    of any nature has been issued by any court or other Governmental
    Authority purporting to enjoin or restrain the execution, delivery or
    performance of this Agreement, any other Loan Document or the
    Environmental Indemnity, or directing that the transactions provided for
    herein or therein not be consummated as herein or therein provided.
    
               5.6  No Default.  No Default or Event of Default exists or
    would result from the incurring of any Obligations by the Company. 
    Neither the Company nor any of its Subsidiaries nor any Permitted
    Partnership is in default under or with respect to any Contractual
    Obligation in any respect which, individually or together with all such
    defaults, could reasonably be expected to have a Material Adverse Effect.
    
               5.7  ERISA Compliance.  Each Plan and Multi-employer Plan is
    in full compliance with applicable Requirements of Law, including ERISA,
    and no ERISA Events or accumulated funding deficiencies within the
    meaning of ERISA have occurred with respect to any Qualified Plan or
    Multi-employer Plan that, in the aggregate, could result in a Material
    Adverse Effect.
    
               5.8  Use of Proceeds; Margin Regulations.  The proceeds of the
    Loans are intended to be and shall be used solely for the purposes set
    forth in and permitted by Section 6.11, and are intended to be and shall
    be used in compliance with Section 7.6.
    
               5.9  Title to Properties.  The Company, each of its
    Subsidiaries and each Permitted Partnership has good record and
    marketable title in fee simple to all real Property necessary or used in
    the ordinary conduct of its business, except for such defects in title
    as could not, individually or in the aggregate, have a Material Adverse
    Effect.  As of the Closing Date, the Property of the Company, its
    Subsidiaries and each Permitted Partnership is subject to no Liens that
    are not disclosed in the most recent financial statements delivered to
    the Administrative Agent other than Permitted Liens and, with respect to
    a Property that does not serve as Collateral for any of the Obligations
    (i) Liens securing the performance of obligations under recorded
    covenants, conditions and restrictions, easements or other agreements
    among adjoining landowners, and (ii) Liens securing purchase money
    financing of fixtures and equipment, or securing other indebtedness that
    in the aggregate does not exceed $100,000.
    
               5.10 Taxes.  The Company, its Subsidiaries and each Permitted
    Partnership have filed all federal and other material tax returns and
    reports required to be filed, and have paid all federal and other
    material taxes, assessments, fees and other governmental charges levied
    or imposed upon them or their Properties, income or assets otherwise due
    and payable, except those which are being contested in good faith by
    appropriate proceedings and for which adequate reserves have been
    provided in accordance with GAAP, and no Notice of Lien has been filed
    or recorded. There is no proposed tax assessment against the Company, any
    of its Subsidiaries or any Permitted Partnership that would, if the
    assessment were made, have a Material Adverse Effect.
    
               5.11 Financial Condition.
    
                     (a) The audited consolidated financial statements of
          the Company dated December 31, 1997, the related consolidated
          statements of operations, shareholders' equity and cash flows for
          the quarter ended on that date, and the quarterly consolidated
          financial statements of the Company dated September 30, 1998:
    
               (i)  were prepared in accordance with GAAP consistently
    applied throughout the period covered thereby, except as otherwise
    expressly noted therein;
    
               (ii) are complete, accurate and fairly present the financial
    condition of the Company and its consolidated subsidiaries as of the date
    thereof and results of operations for the period covered thereby; and
    
               (iii)     except as specifically disclosed in Schedule 5.11,
    show all material Indebtedness and other liabilities, direct or
    contingent, of the Company and its consolidated subsidiaries as of the
    dates thereof, including liabilities for taxes, material commitments and
    Contingent Obligations.
    
                    (b)  Since December 31, 1997, there has been no Material
          Adverse Effect.
    
                    (c)  The letter dated February 19, 1999, from Dennis
          Klimmek of the Company to Laurence C. Hughes of the Administrative
          Agent attached a true and complete copy of the signed letter of
          terms and conditions dated February 19, 1999, from Ernest Fair, Jr.
          of Teachers Insurance and Annuity Association ("TIAA") to Dennis
          Klimmek of the Company relating to TIAA's proposed financing of
          three (3) separate portfolios of the Company's properties.
    
               5.12 Environmental Matters.
    
                    (a)  Except as specifically disclosed in Schedule 5.12,
          to the best knowledge of the Company the on-going operations of the
          Company, each of its Subsidiaries and each Permitted Partnership
          comply in all respects with all Environmental Laws, except such
          non-compliance which would not (if enforced in accordance with
          applicable law) result in liability in excess of $50,000 in the
          aggregate.
    
                    (b)  Except as specifically disclosed in Schedule 5.12,
          the Company, each of its Subsidiaries and each Permitted Partnership
          has obtained all licenses, permits, authorizations and registrations
          required under any Environmental Law ("Environmental Permits") and
          necessary for its ordinary course operations, all such Environmental
          Permits are in good standing, and the Company and each of its
          Subsidiaries is in compliance with all material terms and conditions
          of such Environmental Permits.
    
                    (c)  Except as specifically disclosed in Schedule 5.12,
          none of the Company, any of its Subsidiaries, any Permitted
          Partnership or any of their respective present Property or
          operations is subject to any outstanding written order from, or
          agreement with, any Governmental Authority, or subject to any
          judicial or docketed administrative proceeding, respecting any
          Environmental Law, Environmental Claim or Hazardous Material.
    
                    (d)  Except as specifically disclosed in Schedule 5.12,
          to the best knowledge of the Company there are no Hazardous
          Materials or other conditions or circumstances existing with respect
          to any Parcel, or arising from operations of the Company, any of its
          Subsidiaries or any Permitted Partnership prior to the Closing Date,
          that would reasonably be expected to give rise to Environmental
          Claims with a potential liability of the Company and its
          Subsidiaries in excess of $50,000 in the aggregate for any such
          condition, circumstance or Parcel.  In addition, (i) neither the
          Company nor any of its Subsidiaries nor any Permitted Partnership
          has any underground storage tanks (x) that are not properly
          registered or permitted under applicable Environmental Laws, or (y)
          that are leaking or disposing of Hazardous Materials off-site, and
          (ii) the Company, its Subsidiaries and each Permitted Partnership
          have notified all of their employees of the existence, if any, of
          any health hazard arising from the conditions of their employment
          and have met all notification requirements under Title III of CERCLA
          and all other Environmental Laws.
    
               5.13 Regulated Entities.  Neither the Company nor any Person
    controlling the Company is (a) an "Investment Company" within the meaning
    of the Investment Company Act of 1940; or (b) subject to regulation under
    the Public Utility Holding Company Act of 1935, the Federal Power Act,
    the Interstate Commerce Act, any state public utilities code, or any
    other federal or state statute or regulation limiting its ability to
    incur Indebtedness.
    
               5.14 No Burdensome Restrictions.  The Company is not a party
    to, or bound by, any Contractual Obligation, or subject to any charter
    or corporate restriction or any Requirement of Law, which could
    reasonably be expected to have a Material Adverse Effect.
    
               5.15 Solvency.  The Company is Solvent, each of its
    Subsidiaries is Solvent and each Permitted Partnership is Solvent.
    
               5.16 Subsidiaries; Equity Investments.  As of the Closing
    Date, the Company has no Subsidiaries other than those specifically
    disclosed in part (a) of Schedule 5.16, and has no equity investments in
    any (i) Permitted Partnership other than those specifically disclosed in
    part (b) of Schedule 5.16 or (ii) other corporation, partnership or other
    entity other than those specifically disclosed in part (c) of Schedule
    5.16.
    
               5.17 Brokers; Transaction Fees.  Neither the Company nor any
    of its Subsidiaries has any obligation to any Person in respect of any
    finder's, broker's or investment banker's fee in connection with the
    transactions contemplated hereby.
    
               5.18 Insurance.  The Properties of the Company, its
    Subsidiaries and each Permitted Partnership are insured with financially
    sound and reputable insurance companies in such amounts, with such
    deductibles and covering such risks as are customarily carried by
    companies engaged in similar businesses and owning similar Properties in
    localities where the Company, such Subsidiary or such Permitted
    Partnership operates.
    
               5.19 Full Disclosure.  None of the representations or
    warranties made by the Company or any of its Subsidiaries in the Loan
    Documents or the Environmental Indemnity, as of the date such
    representations and warranties are made or deemed made, and none of the
    statements contained in any exhibit, report, statement or certificate
    furnished by or on behalf of the Company or any of its Subsidiaries in
    connection with the Loan Documents, contains any untrue statement of a
    material fact or omits any material fact required to be stated therein
    or necessary to make the statements made therein, in light of the
    circumstances under which they are made, not misleading.
    
               5.20 Year 2000 Compliance.  The Company has developed and
    budgeted for a comprehensive program to address the "Year 2000" problem
    (that is, the inability of computers, as well as embedded microchips in
    non-computing devices, to perform properly date-sensitive functions with
    respect to certain dates prior to and after December 31, 1999).  The
    Company has implemented that program substantially in accordance with its
    timetable and budget and reasonably anticipates that it will
    substantially avoid the Year 2000 problem as to all computers, as well
    as embedded microchips in non-computing devices, that are material to the
    Company's business, properties or operations.  The Company has developed
    feasible contingency plans adequate to ensure uninterrupted and
    unimpaired business operation in the event of failure of its own or a
    third party's systems or equipment due to the Year 2000 problem,
    including those of vendors, customers and suppliers, as well as a general
    failure of or interruption in its communications and delivery
    infrastructure.
    
          6.   Affirmative Covenants.  The Company covenants and agrees that,
    so long as any Bank shall have any obligation hereunder, or any Loan or
    other Obligation shall remain unpaid or unsatisfied, unless the
    Administrative Agent, on behalf of the Majority Banks, waives compliance
    in writing: 
    
               6.1  Financial Statements.  The Company shall deliver to each
    of the Banks, in form and detail satisfactory to the Administrative
    Agent:
    
                    (a)  as soon as publicly available, but not later than
          120 days after the end of each calendar year, a copy of the audited
          consolidated balance sheets of the Company and each unconsolidated
          Permitted Partnership as at the end of such year and the related
          consolidated statements of income, shareholders' equity and cash
          flows for such calendar year, setting forth in each case in
          comparative form the figures for the previous year, and accompanied
          by the opinion of a nationally recognized independent public
          accounting firm stating that such consolidated financial statements
          present fairly the financial positions of the Company and such
          Permitted Partnerships for the periods indicated in conformity with
          GAAP applied on a basis consistent with prior years;
    
                    (b)  as soon as publicly available, but not later than
          60 days after the end of each of the first three (3) calendar
          quarters of each year, a copy of the unaudited consolidated balance
          sheets of the Company and each unconsolidated Permitted Partnership
          as of the end of such quarter and the related consolidated
          statements of income, shareholders' equity and cash flows for the
          period commencing on the first day and ending on the last day of
          such quarter, certified by an appropriate Responsible Officer as
          being complete and correct and fairly presenting the financial
          position and results of operations of the Company and such Permitted
          Partnerships in accordance with GAAP;
    
                    (c)  as soon as available, but not later than 45 days
          after the end of each calendar quarter of each year, operating
          statements and rent rolls for each Property securing the Loans,
          certified by an appropriate Responsible Officer as being complete
          and correct and fairly presenting the financial position and the
          results of operations of the Approved Parcel to which it relates,
          together with any additional information relating to any such
          Property reasonably requested by the Administrative Agent; 
    
                    (d)  as soon as available, but not later than 120 days
          after the end of each calendar year, rolling two-year consolidated
          cash flow projections for the Company and each unconsolidated
          Permitted Partnership, certified by an appropriate Responsible
          Officer of the Company as being complete and correct in all material
          respects; and
    
                    (e)  not later than 45 days after the end of each
          calendar quarter of each year, a report in form and substance
          satisfactory to the Administrative Agent concerning the status of
          all development activity of the Company, each of its Subsidiaries
          and each Permitted Partnership, certified by an appropriate
          Responsible Officer of the Company as being complete and correct in
          all material respects.
    
               6.2  Certificates; Other Information.  The Company shall
    furnish to the Administrative Agent, with sufficient copies for each
    Bank:
    
                    (a)  concurrently with the delivery of the financial
          statements referred to in subsections 6.1(a) and (b) above, a
          certificate of a Responsible Officer in form and detail
          substantially similar to the certificate delivered to the
          Administrative Agent for the period ending March 31, 1998 (with the
          Leverage and Total Approved Parcel Value calculations required by
          clause (iii), below, added), (i) stating that, to the best of such
          officer's knowledge, the Company, during such period, has observed
          and performed all of its covenants and other agreements, and
          satisfied every condition contained in this Agreement to be
          observed, performed or satisfied by it, and that such officer has
          obtained no knowledge of any Default or Event of Default except as
          specified (by applicable subsection reference) in such certificate,
          (ii) showing in detail the calculations supporting such statement
          in respect of Sections 2.6.2(a), 7.10, 7.11, 7.14, 7.15, 7.16 and
          7.17, and (iii) showing in detail the calculations supporting the
          calculations of Leverage and Total Approved Parcel Value;
    
                    (b)  promptly after the same are sent, copies of all
          financial statements and reports which the Company sends to its
          shareholders; and promptly after the same are filed (but in the case
          of the Company's (i) Form 10-K filing, in no event later than 120
          days after the end of the calendar year to which it relates, and
          (ii) Form 10-Q filing, in no event later than 60 days after the end
          of the calendar quarter to which it relates), copies of all
          financial statements and regular, periodical or special reports
          which the Company may make to, or file with, the SEC or any
          successor or similar Governmental Authority; and
    
                    (c)  promptly, such additional business, financial,
          corporate affairs and other information as the Administrative Agent
          may from time to time reasonably request.
    
               6.3  Notices.  The Company shall promptly notify the
    Administrative Agent:
    
                    (a)  upon, but in no event later than ten (10) days
          after, becoming aware of (i) the occurrence of any Default or Event
          of Default, and (ii) the occurrence or existence of any event or
          circumstance that foreseeable will become a Default or Event of
          Default;
    
                    (b)  of (i) any breach or non-performance of, or any
          default under, any Contractual Obligation of the Company, any of its
          Subsidiaries or any Permitted Partnership which could result in a
          Material Adverse Effect; and (ii) any dispute, litigation,
          investigation, proceeding or suspension which may exist at any time
          between the Company or any of its Subsidiaries or any Permitted
          Partnership and any Governmental Authority;
    
                    (c)  of the commencement of, or any material development
          in, any litigation or proceeding affecting the Company, any
          Subsidiary of the Company or any Permitted Partnership (i) in which
          the amount of damages claimed is $500,000 or more, (ii) in which
          injunctive or similar relief is sought and which, if adversely
          determined, would reasonably be expected to have a Material Adverse
          Effect, or (iii) in which the relief sought is an injunction or
          other stay of the performance of this Agreement, any Loan Document
          or the Environmental Indemnity; 
    
                    (d)  upon, but in no event later than ten (10) days
          after, becoming aware of (i) any and all enforcement, cleanup,
          removal or other governmental or regulatory actions instituted,
          completed or threatened against the Company, any Subsidiary of the
          Company or any Permitted Partnership or any of their respective
          Properties pursuant to any applicable Environmental Laws, (ii) all
          other Environmental Claims, and (iii) any environmental or similar
          condition on any real property adjoining or in the vicinity of any
          real Property of the Company, any Subsidiary of the Company or any
          Permitted Partnership that could reasonably be anticipated to cause
          such Property or any part thereof to be subject to any restrictions
          on the ownership, occupancy, transferability or use of such Property
          under any Environmental Laws;
    
                    (e)  of any of the following ERISA events affecting the
          Company or any member of its Controlled Group (but in no event more
          than ten (10) days after such event), together with a copy of any
          notice with respect to such event that may be required to be filed
          with a Governmental Authority and any notice delivered by a
          Governmental Authority to the Company or any member or its
          Controlled Group with respect to such event:
    
               (i)  an ERISA Event;
    
               (ii) the adoption of any new Plan that is subject to Title IV
    of ERISA or section 412 of the Code by any member of the Controlled
    Group;
    
               (iii)     the adoption of any amendment to a Plan that is
    subject to Title IV of ERISA or section 412 of the Code, if such
    amendment results in a material increase in benefits or Unfunded Pension
    Liabilities; or 
    
               (iv) the commencement of contributions by any member of the
    Controlled Group to any Plan that is subject to Title IV of ERISA or
    section 412 of the Code;
    
                    (f)  any Material Adverse Effect subsequent to the date
          of the most recent audited financial statements of the Company
          delivered to the Administrative Agent pursuant to subsection 6.1(a);
    
                    (g)  of any change in accounting policies or financial
          reporting practices by the Company, any of its Subsidiaries or any
          Permitted Partnership within ten (10) days of their adoption; and
    
                    (h)  of any notice of redemption given with respect to
          any or all of the Company's preferred shares, within ten (10) days
          of the date of such notice.
    
    Each notice pursuant to this Section shall be accompanied by a written
    statement by a Responsible Officer of the Company setting forth details
    of the occurrence referred to therein, and stating what action the
    Company proposes to take with respect thereto and at what time.  Each
    notice under subsection 6.3(a) shall describe with particularity any and
    all clauses or provisions of this Agreement or other Loan Document that
    have been breached or violated.
    
               6.4  Preservation of Corporate Existence, Etc.  Subject to the
    provisions of Section 7.2, the Company shall, and shall cause each of its
    Subsidiaries and each Permitted Partnership to:
    
                    (a)  preserve and maintain in full force and effect its
          corporate or partnership existence and good standing under the laws
          of its state or jurisdiction of incorporation;
    
                    (b)  preserve and maintain in full force and effect all
          rights, privileges, qualifications, permits, licenses and franchises
          necessary or desirable in the normal conduct of its business;
    
                    (c)  use its reasonable efforts, in the Ordinary Course
          of Business, to preserve its business organization; and
    
                    (d)  in the case of each Permitted Partnership, preserve
          and maintain in full force and effect, without amendment or
          modification, such Permitted Partnership's agreement of limited
          partnership and certificate of limited partnership, and otherwise
          at all times continue to satisfy all of the requirements set forth
          in the definition of the term "Permitted Partnership".
    
               6.5  Maintenance of Property.  The Company shall maintain, and
    shall cause each of its Subsidiaries and each Permitted Partnership to
    maintain, and preserve all of its Property which is used or useful in its
    business in good working order and condition, ordinary wear and tear
    excepted and make all necessary repairs thereto and renewals and
    replacements thereof except where the failure to do so could not
    reasonably be expected to have a Material Adverse Effect.
    
               6.6  Insurance.  In addition to insurance requirements set
    forth in the Collateral Documents, the Company shall maintain, and shall
    cause each of its Subsidiaries and each Permitted Partnership to
    maintain, with financially sound and reputable independent insurers,
    insurance with respect to its Properties and business against loss or
    damage of the kinds customarily insured against by Persons engaged in the
    same or similar business, of such types and in such amounts as are
    customarily carried under similar circumstances by such other Persons,
    including workers' compensation insurance, public liability insurance,
    property and casualty insurance and rental interruption insurance, the
    amount of which shall not be reduced by the Company, any Subsidiary of
    the Company or any Permitted Partnership in the absence of thirty (30)
    days' prior notice to the Administrative Agent.  All casualty insurance
    covering an Approved Parcel maintained by the Company and its
    Subsidiaries shall name the Administrative Agent, as administrative agent
    for the Banks, as loss payee, and all liability, rental interruption and
    other insurance covering an Approved Parcel maintained by the Company and
    its Subsidiaries shall name the Administrative Agent, as administrative
    agent for the Banks, as additional insured as its interest may appear. 
    Upon request of the Administrative Agent, the Company shall furnish the
    Administrative Agent at reasonable intervals (but not more often than
    once per calendar year) a certificate of a Responsible Officer of the
    Company (and, if requested by the Administrative Agent any insurance
    broker for the Company) setting forth the nature and extent of all
    insurance maintained by the Company, its Subsidiaries and the Permitted
    Partnership in accordance with this Section 6.6 or any Collateral
    Documents (and which, in the case of a certificate of a broker, were
    placed through such broker).
    
               6.7  Payment of Obligations.  The Company shall, and shall
    cause its Subsidiaries and each Permitted Partnership to, pay and
    discharge as the same shall become due and payable, all their respective
    obligations and liabilities, including:
    
                    (a)  all tax liabilities, assessments and governmental
          charges or levies upon it or its properties or assets, unless the
          same are being contested in good faith by appropriate proceedings
          (which proceedings have the effect of preventing the imposition of
          a Lien on, or the forfeiture or sale of, any Property of the
          Company, any of its Subsidiaries or any Permitted Partnership) and
          adequate reserves in accordance with GAAP are being maintained by
          the Company or such Subsidiary or Permitted Partnership;
    
                    (b)  all lawful claims which, if unpaid, would by law
          become a Lien upon its Property unless the same are being contested
          in good faith by appropriate proceedings (which proceedings have the
          effect of preventing the imposition of a Lien on, or the forfeiture
          or sale of, any Property of the Company, any of its Subsidiaries or
          any Permitted Partnership) and adequate reserves in accordance with
          GAAP are being maintained by the Company or such Subsidiary or
          Permitted Partnership; and
    
                    (c)  all Indebtedness, as and when due and payable, but
          subject to any subordination provisions contained in any instrument
          or agreement evidencing such Indebtedness.
    
               6.8  Compliance with Laws.  The Company shall comply, and
    shall cause each of its Subsidiaries and each Permitted Partnership to
    comply, in all material respects with all Requirements of Law of any
    Governmental Authority having jurisdiction over it or its business or any
    of its Property, except such as may be contested in good faith or as to
    which a bona fide dispute may exist.
    
               6.9  Inspection of Property and Books and Records.  The
    Company shall maintain, and shall cause each of its Subsidiaries and each
    Permitted Partnership to maintain, proper books of record and account in
    which full, true and correct entries in conformity with GAAP consistently
    applied shall be made of all financial transactions and matters involving
    the assets and business of the Company and such Subsidiaries and
    Permitted Partnerships.  The Company shall permit, and shall cause each
    of its Subsidiaries and each Permitted Partnership to permit,
    representatives of the Administrative Agent or any Bank to visit and
    inspect any of their respective Properties, to examine their respective
    corporate, financial and operating records, and make copies thereof or
    abstracts therefrom, and to discuss their respective affairs, finances
    and accounts with their respective directors, officers and independent
    public accountants, all at the expense of the Company (which shall
    include all internal or outside legal and other consultant fees and other
    out-of-pocket expenses incurred by the Administrative Agent or any of the
    Banks in connection with any such inspection, but shall not include the
    Administrative Agent's or any Bank's normal overhead or employee costs
    of administering the Loans) and at such reasonable times during normal
    business hours and as often as may be reasonably desired, upon reasonable
    advance notice to the Company; provided, however, that when an Event of
    Default exists the Administrative Agent or any Bank may do any of the
    foregoing at the expense of the Company at any time during normal
    business hours and without advance notice.  No actions by the
    Administrative Agent or any Bank pursuant to this Section 6.9 shall
    unreasonably interfere with (a) the performance by the Company's
    employees of their duties or (b) the occupancy of any of the Company's
    tenants.
    
               6.10 Environmental Laws.  The Company shall, and shall cause
    each of its Subsidiaries and each Permitted Partnership to, conduct its
    operations and keep and maintain its Property in compliance with all
    Environmental Laws whose violation could, individually or in the
    aggregate, result in liability in excess of $250,000.  Upon the written
    request of the Administrative Agent or any Bank, the Company shall
    submit, and cause each of its Subsidiaries and each Permitted Partnership
    to submit, to the Administrative Agent, with sufficient copies for each
    Bank, at the Company's sole cost and expense, at reasonable intervals,
    a report providing an update of the status of any environmental, health
    or safety compliance, hazard or liability issue identified in any notice
    or report required pursuant to subsection 6.3(d), that could,
    individually or in the aggregate, result in liability in excess of
    $250,000.
    
               6.11 Use of Proceeds.  Subject to the provisions of
    Section 3.2(c), the Company shall use the proceeds of the Loans solely
    for the purpose of (i) facilitating the Company's acquisition of improved
    real property (subject to the provisions of Section 7.12), and (ii)
    financing the Company's operating expenses, including development
    activities (subject to the provisions of Sections 7.15 and 7.16).
    
               6.12 Solvency.  The Company shall at all times be, and shall
    cause each of its Subsidiaries and each Permitted Partnership to be,
    Solvent.
    
               6.13 Further Assurances.  Promptly upon request by the
    Administrative Agent, the Company shall (and shall cause any of its
    Subsidiaries or any Permitted Partnership to) do such further acts, and
    execute, acknowledge, deliver, record, re-record, file, re-file, register
    and re-register any and all deeds, conveyances, security agreements,
    deeds of trust, mortgages, assignments, estoppel certificates, financing
    statements and continuations thereof, termination statements, notices of
    assignment, transfers, certificates, assurances and other instruments,
    as the Administrative Agent may reasonably require from time to time in
    order to (i) carry out more effectively the purposes of this Agreement
    or any other Loan Document, (ii) subject to the Liens created by any of
    the Collateral Documents any of the Properties, rights or interests
    covered by any of the Collateral Documents, (iii) perfect and maintain
    the validity, effectiveness and priority of any of the Collateral
    Documents and the Liens intended to be created thereby, and (iv) better
    assure, convey, grant, assign, transfer, preserve, protect and confirm
    to the Administrative Agent and the Banks the rights granted or now or
    hereafter intended to be granted to the Administrative Agent or the Banks
    under any Loan Document or under any other document executed in
    connection therewith.
    
          7.   Negative Covenants.  The Company hereby covenants and agrees
    that, so long as any Bank shall have any obligation hereunder, or any
    Loan or other Obligation shall remain unpaid or unsatisfied, unless the
    Administrative Agent, on behalf of the Majority Banks, waives compliance
    in writing:
    
               7.1  Limitation on Liens.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted Partnership
    to, directly or indirectly, make, create, incur, assume or suffer to
    exist any Lien upon or with respect to any part of the Collateral,
    whether now owned or hereafter acquired, other than the following
    ("Permitted Liens"):
    
                    (a)  any Lien created under any Loan Document;
    
                    (b)  Liens for taxes, fees, assessments or other
          governmental charges which are not delinquent or remain payable
          without penalty, or to the extent that non-payment thereof is
          permitted by Section 6.7, provided that no Notice of Lien has been
          filed or recorded; or
    
                    (c)  carriers', warehousemen's, mechanics', landlords',
          materialmen's, repairmen's or other similar Liens arising in the
          Ordinary Course of Business which are not delinquent or remain
          payable without penalty or which are being contested in good faith
          and by appropriate proceedings, which proceedings have the effect
          of preventing the forfeiture or sale of the Property subject
          thereto.
    
               7.2  Consolidations and Mergers.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, merge, consolidate with or into, or convey, transfer,
    lease or otherwise dispose of (whether in one transaction or in a series
    of transactions) all or substantially all of its assets (whether now
    owned or hereafter acquired) to or in favor of any Person, except:
    
                    (a)  any Subsidiary of the Company or any Permitted
          Partnership may merge with (i) the Company, provided that the
          Company shall be the continuing or surviving Person, or (ii) any one
          or more subsidiaries of the Company, provided that (A) if any
          transaction shall be between a Permitted Partnership and a
          Subsidiary, the Subsidiary shall be the continuing or surviving
          Person and (B) if any transaction shall be between a Subsidiary or
          any Permitted Partnership and a wholly-owned Subsidiary, the
          wholly-owned Subsidiary shall be the continuing or surviving Person;
          and
    
                    (b)  any Subsidiary of the Company or any Permitted
          Partnership may sell all or substantially all of its assets (upon
          voluntary liquidation or otherwise) to the Company or a wholly-owned
          Subsidiary of the Company;
    
    provided, however, that so long as the continuing or surviving Person
    remains liable for all of the Company's obligations to the Banks under
    the Loan Documents, the Administrative Agent and the Banks shall not
    unreasonably withhold their consent to any merger or consolidation of the
    Company or any of its Subsidiaries or any  Permitted Partnership with or
    into any other Person.
    
               7.3  Loans and Investments.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted Partnership
    to, make any advance, loan, extension of credit or capital contribution
    to any Person, including any Affiliate of the Company, or enter into any
    partnership, joint venture, limited liability company or similar entity
    with any non-Affiliate of the Company, except for (a) advances, loans,
    extensions of credit or capital contributions to Permitted Partnerships
    whose assets, in the aggregate, do not exceed twenty percent (20%) of the
    consolidated assets of the Company, its Subsidiaries and any Permitted
    Partnerships, (b) loans to tenants for tenant improvements in a maximum
    principal amount of $1,500,000 for any such loan, and (c) loans to
    employees of the Company to finance their purchase of Company stock,
    where such employee loans are reported on the Company's financial
    statements in a manner that does not affect the Company's total assets,
    total liabilities or net worth.
    
               7.4  Limitation on Indebtedness.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, create, incur, assume, suffer to exist, or otherwise
    become or remain directly or indirectly liable with respect to any
    unsecured Indebtedness in an aggregate principal amount in excess of
    $2,500,000.00, except (a) accounts payable to trade creditors for goods
    and services and current operating liabilities (not the result of the
    borrowing of money) incurred in the Ordinary Course of Business of the
    Company or such Subsidiary or Permitted Partnership in accordance with
    customary terms and paid within the specified time, and (b) a loan from
    the Banks to the Company pursuant to the Unsecured Loan Agreement.
    
               7.5  Transactions with Affiliates.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, enter into any transaction with any Affiliate of the
    Company or of any such Subsidiary or Permitted Partnership, except (a)
    as expressly permitted by this Agreement, or (b) in the Ordinary Course
    of Business and pursuant to the reasonable requirements of the business
    of the Company or such Subsidiary or Permitted Partnership; in each case
    (a) and (b), upon fair and reasonable terms no less favorable to the
    Company or such Subsidiary or Permitted Partnership than would obtain in
    a comparable arm's-length transaction with a Person not an Affiliate of
    the Company or such Subsidiary or Permitted Partnership .
    
               7.6  Use of Proceeds.  The Company shall not, and shall not
    suffer or permit any of its Subsidiaries or any Permitted Partnership to,
    use any portion of the Loan proceeds, directly or indirectly, (i) to
    purchase or carry Margin Stock (other than shares of the Company's common
    or preferred stock), (ii) to repay or otherwise refinance indebtedness
    of the Company or others incurred to purchase or carry Margin Stock
    (other than shares of the Company's common or preferred stock), (iii) to
    extend credit for the purpose of purchasing or carrying any Margin Stock,
    or (iv) to acquire any security in any transaction that is subject to
    Section 13 or 14 of the Securities and Exchange Act of 1934 or any
    regulations promulgated thereunder.
    
               7.7  Contingent Obligations.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted Partnership
    to, create, incur, assume or suffer to exist any Contingent Obligations
    except endorsements for collection or deposit in the Ordinary Course of
    Business.
    
               7.8  Creation of Subsidiaries.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, (i) form any additional Subsidiaries other than wholly-
    owned Subsidiaries, or (ii) enter into any additional partnership, joint
    venture or similar business arrangement with any Person except a
    Permitted Partnership whose assets, when combined with the aggregate
    assets of all other Permitted Partnerships, do not exceed twenty percent
    (20%) of the consolidated assets of the Company and any Permitted
    Partnerships.
    
               7.9  Compliance with ERISA.   The Company shall not, and
    shall not suffer or permit any of its Subsidiaries to, (i) terminate any
    Plan subject to Title IV of ERISA so as to result in any material (in the
    opinion of the Administrative Agent) liability to the Company or any
    ERISA Affiliate, (ii) permit to exist any ERISA Event, or any other event
    or condition, which presents the risk of a material (in the opinion of
    the Administrative Agent) liability to any member of the Controlled
    Group, (iii) make a complete or partial withdrawal (within the meaning
    of ERISA Section 4201) from any Multi-employer Plan so as to result in
    any material (in the opinion of the Administrative Agent) liability to
    the Company or any ERISA Affiliate, (iv) enter into any new Plan or
    modify any existing Plan so as to increase its obligations thereunder
    which could result in any material (in the opinion of the Administrative
    Agent) liability to any member of the Controlled Group, or (v) permit the
    present value of all nonforfeitable accrued benefits under any Plan
    (using the actuarial assumptions utilized by the PBGC upon termination
    of a Plan) materially (in the opinion of the Administrative Agent) to
    exceed the fair market value of Plan assets allocable to such benefits,
    all determined as of the most recent valuation date for each such Plan.
    
               7.10 Debt to Gross Assets Ratio.  The Company shall not at any
    time permit the ratio of (a) its total consolidated liabilities
    (including as liabilities the aggregate amount of all then-outstanding
    but undrawn Letters of Credit, all other Contingent Obligations of the
    Company and its consolidated subsidiaries, and all liabilities (including
    all Contingent Obligations) of unconsolidated Permitted Partnerships) to
    (b) its Gross Assets, to be greater than 0.55 at any time.
    
               7.11 Debt Service Coverage Ratio.  The Company shall not
    permit the ratio of (a) its Cash Flow to (b) its Covenant Debt Service
    at any time to be less than 1.50 at any time. 
    
               7.12 Change in Business.  The Company shall not, and shall not
    suffer or permit any of its Subsidiaries or any Permitted Partnership to,
    engage in any material line of business substantially different from
    those lines of business carried on by it on the date hereof.
    
               7.13 Accounting Changes.  The Company shall not, and shall not
    suffer or permit any of its Subsidiaries or any Permitted Partnership to,
    make any significant change in accounting treatment or reporting
    practices, except as required by GAAP, or change the fiscal year of the
    Company or of any of its consolidated Subsidiaries or any Permitted
    Partnership.
    
               7.14 Limitation on Dividends.  The Company shall not, during
    any fiscal quarter, declare or pay dividends to its shareholders
    (including the holders of any of its preferred shares) in an amount that
    would cause the aggregate amount of dividends paid to such shareholders
    during such fiscal quarter and the three (3) immediately preceding fiscal
    quarters to exceed ninety-five percent (95%) of the Company's Funds From
    Operations during the four (4) consecutive fiscal quarters immediately
    preceding the declaration date of any such dividend; provided, however,
    that the Company may declare or pay dividends to its shareholders
    (including the holders of any of its preferred shares) in any fiscal
    quarter in an amount that exceeds ninety-five percent (95%) of the
    Company's Funds From Operations during the fiscal quarter immediately
    preceding the declaration date of such dividend only to the extent
    necessary to preserve the Company's status as a real estate investment
    trust for federal income tax purposes; and provided further, however,
    that for the calendar quarter in which any equity offering is completed
    and the next two (2) consecutive calendar quarters, the Company may pay
    dividends to its shareholders that exceed, in the aggregate, the
    foregoing limitations so long as (i) the portion of such dividend
    payments that relate to the Company's common and preferred shares issued
    and outstanding prior to such equity offering satisfy the foregoing
    limitations, (ii) such dividend payments on any new issue of common stock
    do not exceed the rate at which the Company pays dividends on its other
    common stock and (iii) such dividend payments on any new issue of
    preferred stock do not exceed the minimum amount needed to pay the
    required dividend on such preferred stock.
    
               7.15 Development Activity.  The Company shall not, and shall
    not permit any of its Subsidiaries or any Permitted Partnership to,
    engage in real estate development activity other than projects involving
    at any time aggregate acquisition, development and construction costs,
    determined on a GAAP basis before depreciation,  not to exceed at any
    time an amount equal to twenty percent (20%) of the consolidated assets
    of the Company and any Permitted Partnerships at such time; provided,
    however, that no individual project shall involve at any time aggregate
    acquisition, development and construction costs, determined on a GAAP
    basis before depreciation, in excess of five percent (5%) of the amount
    of the consolidated assets of the Company and any Permitted Partnerships. 
    For purposes of this Section 7.15, real estate development activity
    begins when the Company, any Subsidiary or any Permitted Partnership
    first incurs costs relating to a project, and ends when (i) such project
    has received a certificate of occupancy or equivalent approval for the
    shell and core and (ii) more than eighty percent (80%) of the net
    rentable area of such project is covered by signed leases with
    third-party tenants having remaining terms of three (3) years or longer.
    
               7.16 Undeveloped Land.  The Company will not, and will not
    permit any of its Subsidiaries or any Permitted Partnership to, purchase
    undeveloped land, whether it is excess land adjacent to a Parcel or
    otherwise, that (a) is not Entitled Land, or (b) is encumbered by any
    Lien (other than a Lien for the benefit of (i) the Banks to secure the
    Obligations if such undeveloped land is tied to an Approved Parcel that
    is encumbered with a Mortgage, or (ii) the seller of such undeveloped
    land to secure a nonrecourse obligation in an amount not to exceed the
    purchase price of such undeveloped land), or (c) causes the aggregate
    value of undeveloped land owned by the Company, its Subsidiaries and the
    Permitted Partnerships, determined on a GAAP basis, to exceed fifteen
    percent (15%) of the amount of the consolidated assets of the Company and
    any Permitted Partnerships.
    
               7.17 Tangible Net Worth.  The Company shall not at any time
    permit its Tangible Net Worth to be less than the sum of (a) Two Hundred
    Ninety-four Million Four Hundred Sixty-two Thousand Dollars
    ($294,462,000.00) plus (b) seventy-five percent (75%) of the proceeds of
    any equity offering of the Company (net of the reasonable expenses of
    such equity offering) occurring after December 31, 1997.
    
          8.   Events of Default and Remedies.
    
               8.1  Event of Default.  Any of the following shall constitute
    an Event of Default:
    
                    8.1.1   Non-Payment.  The Company fails to pay, (i) when
    and as required to be paid herein, any amount of principal of any Loan,
    or (ii) within ten (10) days after the same shall become due, any
    interest, fee or any other amount payable hereunder or pursuant to any
    other Loan Document; or
    
                    8.1.2   Representation or Warranty.  Any representation
    or warranty by the Company, any of its Subsidiaries or any Permitted
    Partnership made or deemed made in this Agreement or any other Loan
    Document, or which is contained in any certificate, document or financial
    or other statement by the Company, any of its Subsidiaries, any Permitted
    Partnership, or their respective Responsible Officers, furnished at any
    time under this Agreement or in or under any other Loan Document, shall
    prove to have been incorrect in any material respect on or as of the date
    made or deemed made; or
    
                    8.1.3   Specific Defaults.  The Company fails to perform
    or observe any  term, covenant or agreement contained in Sections 6.1,
    6.2, 6.3, 6.6, 6.9, 7.10, 7.11 or 7.17; or
    
                    8.1.4   Other Defaults.  The Company fails to perform or
    observe any other term or covenant contained in this Agreement or any
    other Loan Document, and such default shall continue unremedied for a
    period of twenty (20) days after the earlier of (i) the date upon which
    a Responsible Officer of the Company knew of such failure or (ii) the
    date upon which written notice thereof is given to the Company by the
    Administrative Agent; or
    
                    8.1.5   Cross-Default.  The occurrence of an "Event of
    Default" under and as defined in the Secured Loan Agreement or the
    Unsecured Loan Agreement; or
    
                    8.1.6   Insolvency; Voluntary Proceedings.  The Company
    or any of its Subsidiaries or any Permitted Partnership (i) ceases or
    fails to be Solvent, or generally fails to pay, or admits in writing its
    inability to pay, its debts as they become due, subject to applicable
    grace periods, if any, whether at stated maturity or otherwise;
    (ii) voluntarily ceases to conduct its business in the ordinary course;
    (iii) commences any Insolvency Proceeding with respect to itself; or
    (iv) takes any action to effectuate or authorize any of the foregoing;
    or
    
                    8.1.7   Insolvency; Involuntary Proceedings.  (i) Any
    involuntary Insolvency Proceeding is commenced or filed against the
    Company, any Subsidiary of the Company or any Permitted Partnership, or
    any writ, judgment, warrant of attachment, execution or similar process,
    is issued or levied against a substantial part of the Company's or any
    of its Subsidiaries' or any Permitted Partnership's Properties, and any
    such proceeding or petition shall not be dismissed, or such writ,
    judgment, warrant of attachment, execution or similar process shall not
    be released, vacated or fully bonded within sixty (60) days after
    commencement, filing or levy; (ii) the Company or any of its Subsidiaries
    or any Permitted Partnership admits the material allegations of a
    petition against it in any Insolvency Proceeding, or an order for relief
    (or similar order under non-U.S. law) is ordered in any Insolvency
    Proceeding; or (iii) the Company or any of its Subsidiaries or any
    Permitted Partnership acquiesces in the appointment of a receiver,
    trustee, custodian, conservator, liquidator, mortgagee in possession (or
    agent therefor), or other similar Person for itself or a substantial
    portion of its Property or business; or
    
                    8.1.8   ERISA Plans.  The occurrence of any one or more
    of the following events with respect to the Company, provided such event
    or events could reasonably be expected, in the judgment of the
    Administrative Agent, to subject the Company to any tax, penalty or
    liability (or any combination of the foregoing)  which, in the aggregate,
    could have a material adverse effect on the financial condition of the
    Company with respect to a Plan:  
    
                         (a)  A Reportable Event shall occur with respect
          to a Plan which is, in the reasonable judgment of the Administrative
          Agent likely to result in the termination of such Plan for purposes
          of Title IV of ERISA; or 
    
                         (b)  Any Plan termination (or commencement of
          proceedings to terminate a Plan) or the Company's full or partial
          withdrawal from a Plan; or
    
                    8.1.9   Monetary Judgments.  One or more final
    (non-interlocutory) judgments, orders or decrees shall be entered against
    the Company or any of its Subsidiaries or any Permitted Partnership
    involving in the aggregate a liability (not fully covered by insurance)
    as to any single or related series of transactions, incidents or
    conditions of $1,000,000 or more, and the same shall remain unvacated and
    unstayed pending appeal for a period of sixty (60) days after the entry
    thereof; or
    
                    8.1.10   Adverse Change.  There shall occur, or be
    reasonably likely to occur, a Material Adverse Effect that continues
    unremedied for a period of thirty (30) days after the earlier of (i) the
    date upon which a Responsible Officer of the Company knew or should have
    known of such Material Adverse Effect or (ii) the date upon which written
    notice thereof is given to the Company by the Bank; or
    
                    8.1.11   Management Changes.  The Chairman of the Board
    or the chief executive officer of the Company resigns, is terminated or
    otherwise ceases to act for any reason, and such officer of the Company
    is not replaced with a person reasonably satisfactory to the Majority
    Banks within six (6) months after he ceases to hold such position.
    
                    8.1.12   Preferred Dividend Defaults.  The Company fails
    to pay in full any two (2) consecutive quarterly dividend payments owing
    to holders of the Company's preferred shares.
    
                    8.1.13   Early Termination of a Specified Swap Contract. 
    There occurs under any Specified Swap Contract an Early Termination Date
    (as defined in such Specified Swap Contract) resulting from (i) any event
    of default under such Specified Swap Contract as to which the Company is
    the Defaulting Party (as defined in such Specified Swap Contract) or
    (ii) any Termination Event (as defined in such Specified Swap Contract)
    as to which the Company is an Affected Party (as defined in such
    Specified Swap Contract), the occurrence of such Early Termination Date
    gives rise to a monetary obligation owing from the Company to the Swap
    Provider under the Specified Swap Contract, and the Company fails to pay
    such monetary obligation within five (5) days of such Swap Provider's
    demand.
    
               8.2  Remedies.  If any Event of Default occurs, the
    Administrative Agent shall, at the request of, or may, with the consent
    of, the Majority Banks:
    
                    8.2.1   Termination of Commitment to Lend.  Declare the
          commitment of each Bank to make Loans to be terminated, whereupon
          such commitment shall forthwith be terminated; and
    
                    8.2.2   Acceleration of Loans.  Declare the unpaid
          principal amount of all outstanding Loans, all interest accrued and
          unpaid thereon, and all other amounts owing or payable hereunder or
          under any other Loan Document to be immediately due and payable,
          without presentment, demand, protest or other notice of any kind,
          all of which are hereby expressly waived by the Company; and
    
                    8.2.3   Exercise of Rights and Remedies.  Exercise all
          rights and remedies available to it under the Loan Documents or
          applicable law; provided, however, that upon the occurrence of any
          event specified in subsections 8.1.6 or 8.1.7 above (in the case of
          clause (i) of subsection 8.1.7 upon the expiration of the 60-day
          period mentioned therein), the obligation of each Bank to make Loans
          shall automatically terminate, and the unpaid principal amount of
          all outstanding Loans and all interest and other amounts as
          aforesaid shall automatically become due and payable without further
          act of the Administrative Agent or any Bank.  Notwithstanding any
          contrary provision of any Loan Document, the Administrative Agent
          shall not incur any trustee or other foreclosure fees or expenses
          for which it will seek reimbursement from the Company under
          Section 10.4(b) until at least five (5) Business Days after the
          occurrence of an Event of Default under subsection 8.1.3; provided,
          however, that this restriction shall not apply to any other Event
          of Default.  Notwithstanding any contrary provision of applicable
          law, not less than thirty (30) days shall elapse between the
          occurrence of an Event of Default and the actual sale of any
          Property securing the Loans, but the Administrative Agent may give
          any notices, commence any actions, obtain the appointment of
          receivers and other provisional remedies, sequester any rents,
          issues and profits, or exercise any of its other rights or remedies
          during such thirty (30) day period;
    
    provided, however, that upon the occurrence of an Event of Default under
    Section 8.1.12, the Administrative Agent may not exercise any of its
    remedies under Sections 8.2.2 or 8.2.3 until the earlier of (i) the first
    date on which a notice of redemption is given with respect to any or all
    of the Company's preferred shares or (ii) ninety (90) days after the
    occurrence of such Event of Default, unless the Company cures such Event
    of Default during such ninety (90) day period.
    
               8.3  Rights Not Exclusive.  The rights provided for in this
    Agreement and the other Loan Documents are cumulative and are not
    exclusive of any other rights, powers, privileges or remedies provided
    by law or in equity, or under any other instrument, document or agreement
    now existing or hereafter arising.
    
               8.4  Specified Swap Contract Remedies.  Notwithstanding any
    contrary provision of this Article 8 (other than Section 8.5), but
    subject to the provisions of Section 8.5, each Swap Provider shall have
    with respect to any Specified Swap Contract of such Swap Provider the
    right, to the extent so provided in the applicable Specified Swap
    Contract or any master agreement relating thereto, and after notice to
    the Administrative Agent, but without the approval or consent of the
    Administrative Agent or the other Banks, to (a) declare an event of
    default, termination event or other similar event thereunder and to
    create an Early Termination Date, and (b) to determine net termination
    amounts in accordance with the terms of such Specified Swap Contract and
    to set-off amounts between Specified Swap Contracts.
    
               8.5  Subordination of Swap Obligations.
    
                    8.5.1   Each Swap Provider agrees that (a) any and all
    present and future obligations or liabilities of the Company to a Swap
    Provider under any Specified Swap Contract, whether fixed or contingent,
    matured or unmatured, or liquidated or unliquidated, including any net
    termination amounts payable to the Swap Provider under any such Specified
    Swap Contract (collectively, the "Specified Swap Obligations"), shall be
    at all times junior and subordinate to the Obligations, including any
    claim for interest or expenses accruing after the commencement of an
    Insolvency Proceeding by or against the Company, and (b) all of the
    Specified Swap Obligations owing from the Company to each Swap Provider
    shall have the same priority, and each Swap Provider shall share equally
    and ratably (based on the relative amounts of the Specified Swap
    Obligations owing from the Company to each such Swap Provider) in any
    payment from the Company or in the proceeds of any Collateral after all
    of the Obligations have been paid or otherwise satisfied in full and the
    obligations of the Banks to make Loans hereunder have been terminated.
    
                    8.5.2   Notwithstanding any contrary provision of any
    Specified Swap Contract, upon the occurrence of any event of default, a
    "Termination Event" or an "Early Termination Date" under a Specified Swap
    Contract, the Swap Provider shall have no right to exercise any of its
    rights or remedies against the Company under the Specified Swap Contract,
    and the Swap Provider's sole rights and remedies against the Company
    shall be limited to those of a "Bank" under the Loan Documents, until all
    of the Collateral has been exhausted.  In particular, a Swap Provider
    shall have no right to commence or prosecute any action against the
    Company under the Specified Swap Contract, to realize upon any of the
    Collateral or to set off against any deposit account of the Company with
    the Swap Provider.  Upon the occurrence and during the continuance of any
    Event of Default, any payment by the Company to a Swap Provider pursuant
    to a Specified Swap Contract, including any payment on any claim filed
    by such Swap Provider in any Insolvency Proceeding commenced by or
    against the Company, shall be considered to be a payment on account of
    the Obligations that is subject to the provisions of Section 2.13, until
    all of the Obligations have been paid or otherwise satisfied in full, and
    shall thereafter be considered to be a payment on account of all of the
    Specified Swap Obligations, and shall be shared by all of the Swap
    Providers pursuant to this Section 8.5 in the manner set forth in
    Section 2.13.  Each Swap Provider agrees that the provisions of this
    Section 8.5.2 relating to restrictions on the exercise of remedies shall
    not apply to Bank of America acting in its capacity as Administrative
    Agent for the Banks.
    
                    8.5.3   Upon the occurrence of an Event of Default,
    including an Event of Default under Section 8.1.13, the proceeds of any
    Collateral shall first be applied to the Obligations, until all of the
    Obligations have been paid or otherwise satisfied in full, and then to
    the Specified Swap Obligations, until all of the Specified Swap
    Obligations have been paid or otherwise satisfied in full.
    
                    8.5.4   Each Swap Provider agrees that its issuance of
    a Specified Swap Contract shall not alter any of its rights, duties or
    liabilities, or the rights, duties or liabilities of the Administrative
    Agent or any other Bank, under the Loan Documents, and each Swap Provider
    agrees that the Administrative Agent's or any Bank's exercise of any of
    its rights under the Loan Documents, with or without the consent of such
    Swap Provider, shall not alter, waive or otherwise prejudice the
    Administrative Agent's or any Bank's rights with respect to such Swap
    Provider under this Section 8.5.
    
                    8.5.5   The provisions of this Section 8.5 shall survive
    the full repayment or satisfaction of the Obligations, and shall continue
    in force until all of the Specified Swap Obligations owing from the
    Company to each Swap Provider have been paid or otherwise satisfied in
    full.
    
          9.   The Administrative Agent.
    
               9.1  Appointment and Authorization of the Administrative
    Agent. Each Bank hereby irrevocably appoints, designates and authorizes
    the Administrative Agent to take such action on its behalf under the
    provisions of this Agreement, each other Loan Document and the
    Environmental Indemnity, and to exercise such powers and perform such
    duties, as are expressly delegated to it by the terms of this Agreement,
    any other Loan Document or the Environmental Indemnity, together with
    such powers as are reasonably incidental thereto and as further provided
    in any co-lender agreement among the Administrative Agent and the Banks.
    
               9.2  The Administrative Agent's Powers.  Subject to the
    limitations set forth in the Loan Documents, the Environmental Indemnity
    and any co-lender agreement, the  Administrative Agent's powers include
    but are not limited to the power: (a) to administer, manage and service
    the Loans; (b) to enforce the Loan Documents and/or the Environmental
    Indemnity; (c) to make all decisions under the Loan Documents or the
    Environmental Indemnity in connection with the day-to-day administration
    of the Loans, any inspections required by the Loan Documents or the
    Environmental Indemnity, and other routine administration and servicing
    matters; (d) to collect and receive from the Company or any third persons
    all payments of amounts due under the terms of the Loan Documents and to
    distribute the amounts thereof to the Banks; (e) to collect and
    distribute or disburse all other amounts due under the Loan Documents or
    the Environmental Indemnity; (f) to grant or withhold consents, approvals
    or waivers, and make any other determinations in connection with the Loan
    Documents or the Environmental Indemnity; and (g) to exercise all such
    powers as are incidental to any of the foregoing matters.  The
    Administrative Agent shall furnish to the Banks copies of material
    documents, including confidential ones, received from the Company
    regarding the Loans, the Loan Documents, the Environmental Indemnity and
    the transactions contemplated thereby.  The Administrative Agent shall
    have no responsibility with respect to the authenticity, validity,
    accuracy or completeness of the information provided.
    
               9.3  Limitation on the Administrative Agent's Duties.  
    Notwithstanding any contrary provision of any Loan Document or the
    Environmental Indemnity, the Administrative Agent shall not have any
    duties or responsibilities except those expressly set forth in the Loan
    Documents, the Environmental Indemnity or any co-lender agreement, nor
    shall the Administrative Agent have any fiduciary relationship with any
    Bank, and no implied covenants, responsibilities, duties, obligations or
    liabilities shall be read into this Agreement, any other Loan Document,
    the Environmental Indemnity or any co-lender agreement against the
    Administrative Agent.
    
               9.4  Successor Administrative Agent.  The Administrative Agent
    may, and at the request of the Majority Banks shall, resign as
    Administrative Agent upon thirty (30) days' notice to the Banks.  If the
    Administrative Agent resigns under this Agreement, the Majority Banks
    shall appoint from among the Banks a successor administrative agent.  If
    no successor administrative agent is appointed prior to the effective
    date of the resignation of the Administrative Agent, the Administrative
    Agent may appoint, after consulting with the Banks, a successor
    administrative agent which would qualify as an Eligible Assignee.  Upon
    its acceptance of the appointment as successor administrative agent
    hereunder, such successor shall succeed to all of the rights, powers and
    duties of the retiring Administrative Agent, the term "Administrative
    Agent" shall mean such successor, and the appointment, powers and duties
    of such retiring Administrative Agent shall terminate.  After any
    retiring Administrative Agent's resignation hereunder as Administrative
    Agent, the provisions of this Agreement or the Environmental Indemnity
    regarding payment of costs and expenses and indemnification of the
    Administrative Agent shall inure to its benefit as to any actions that
    such retiring Administrative Agent took or omitted to take while it was
    Administrative Agent under this Agreement.  If no successor
    administrative agent has accepted appointment as Administrative Agent by
    the date which is thirty (30) days following a retiring Administrative
    Agent's notice of resignation, the retiring Administrative Agent's
    resignation shall nevertheless thereupon become effective, and the Banks
    shall perform all of the duties of the Administrative Agent hereunder
    until such time, if any, as the Majority Banks appoint a successor
    administrative agent in the manner set forth above.  Upon replacement of
    the Administrative Agent as provided in this Agreement, the former
    Administrative Agent shall promptly deliver to the new Administrative
    Agent an assignment of all beneficial interest in any Mortgage and any
    other Collateral Documents (if before acquisition of title to the
    Collateral encumbered thereby), or a quitclaim deed to and assignment of
    any such Property (if after acquisition of the Collateral encumbered
    thereby) and copies of any books, records and documents related to the
    Loans and the Collateral to which the Banks are entitled and which is
    then in the former Administrative Agent's possession.
    
          10.  Miscellaneous.
    
               10.1 Amendments and Waivers.  No amendment or waiver of any
    provision of this Agreement or any other Loan Document, and no consent
    with respect to any departure by the Company therefrom, shall be
    effective unless the same shall be in writing and signed by the
    Administrative Agent at the written request of the Majority Banks, and
    then such waiver shall be effective only in the specific instance and for
    the specific purpose for which given; provided however, that no such
    amendment or waiver shall do any of the following unless it is in writing
    and signed by the Administrative Agent at the written request of all the
    Banks:
    
                    (a)  Increase the Commitment of any Bank; 
    
                    (b)  Postpone or delay any date fixed by this Agreement
          or any other Loan Document for any payment of principal, interest,
          fees or other amounts due to the Banks (or any one of them)
          hereunder or under any other Loan Document;
    
                    (c)  Reduce the rate of interest or any fees or other
          amounts payable in connection with the Loan;
    
                    (d)  Change the voting percentage of the Commitments or
          of the aggregate unpaid principal amount of the Loans that is
          required for the Banks, or any of them, to take any action
          hereunder;
    
                    (e)  Amend this or any provision requiring consent of
          all Banks for action by the Banks or the Administrative Agent;
    
                    (f)  Discharge the Company or any guarantor, or release
          any of the Collateral, except as otherwise may be provided in the
          Loan Documents or except where the consent of only the Majority
          Banks is expressly required by any Loan Document; 
    
                    (g)  Amend Section 7.10, Section 7.11, Section 7.15,
          Section 7.16, Section 7.17 or Section 8 of the Loan Agreement, or
          the definitions of the terms "Collateral Value" or "Cash Flow Value"
          set forth in Section 1.1 of the Loan Agreement.
    
               10.2 Notices.
    
                    (a)  All notices, requests and other communications
          provided for hereunder shall be in writing (including, unless the
          context expressly otherwise provides, facsimile transmission) and
          mailed (by certified mail, postage prepaid, return receipt
          requested), delivered or telecopied to the address or number
          specified for notices on the applicable signature page hereof, or
          to such other address as shall be designated by such party in a
          written notice to the other parties.
    
                    (b)  All such notices and communications shall, when
          transmitted by overnight delivery or telecopied by facsimile, be
          effective when delivered for overnight delivery or transmitted by
          telecopier, respectively, or if delivered, upon delivery, except
          that notices pursuant to Article 2 shall not be effective until
          actually received by the Administrative Agent.  All notices and
          communications telecopied by facsimile will also be mailed by
          ordinary first class mail, postage prepaid.  All such notices and
          communications delivered by mail shall be effective upon the earlier
          of (i) two (2) Business Days after deposit in the United States
          mail, or (ii) actual receipt, as evidenced by the return receipt.
    
                    (c)  The Company acknowledges and agrees that any
          agreement of the Administrative Agent at Article 2 herein to receive
          certain notices by telephone and facsimile is solely for the
          convenience and at the request of the Company.  The Administrative
          Agent and the Banks shall be entitled to rely on the authority of
          any Person purporting to be a Person authorized by the Company to
          give such notice, and the Administrative Agent and the Banks shall
          not have any liability to the Company or any other Person on account
          of any action taken or not taken by the Administrative Agent or the
          Banks in reliance upon such telephonic or facsimile notice.  The
          obligation of the Company to repay the Loans shall not be affected
          in any way or to any extent by any failure by the Administrative
          Agent or the Banks to receive written confirmation of any telephonic
          or facsimile notice or the receipt by the Administrative Agent or
          the Banks of a confirmation which is at variance with the terms
          understood by the Administrative Agent or the Banks to be contained
          in the telephonic or facsimile notice.
    
               10.3 No Waiver; Cumulative Remedies.  No failure on the part
    of the Administrative Agent or any Bank in exercising, and no delay in
    its exercising, any right, remedy, power or privilege hereunder shall
    operate as a waiver thereof; nor shall any single or partial exercise of
    any right, remedy, power or privilege hereunder preclude any other or
    further exercise thereof or the exercise of any other right, remedy,
    power or privilege.
    
               10.4 Costs and Expenses.  The Company shall, whether or not
    the transactions contemplated hereby shall be consummated:
    
                    (a)  pay or reimburse the Administrative Agent (or, as
          to Attorney Costs, pay directly to the attorneys for the
          Administrative Agent) within fifteen (15) Business Days after demand
          (subject to subsections 4.1.12 and 4.2.3) for all costs and expenses
          incurred by them in connection with the development, preparation,
          delivery, administration (other than normal overhead costs of
          administering the Loans), execution and syndication of, and any
          amendment, supplement, waiver or modification to, this Agreement,
          any other Loan Document and any other documents prepared in
          connection herewith or therewith, and the consummation of the
          transactions contemplated hereby and thereby, including Attorney
          Costs incurred by Bank of America (including in its capacity as the
          Administrative Agent) with respect thereto;
    
                    (b)  pay or reimburse the Administrative Agent (or, as
          to Attorney Costs, pay directly to the attorneys for the
          Administrative Agent) within fifteen (15) Business Days after demand
          (subject to subsections 4.1.12 and 4.2.3) for all costs and expenses
          incurred in connection with the enforcement, attempted enforcement
          or preservation of any rights or remedies (including in connection
          with any workout or restructuring regarding the Loans or any
          Insolvency Proceeding) under this Agreement, any other Loan
          Document, and any such other documents, including Attorney Costs
          incurred by the Administrative Agent; and
    
                    (c)  pay or reimburse Bank of America (including in its
          capacity as the Administrative Agent) within thirty (30) days after
          demand (subject to subsections 4.1.12 and 4.2.3) for all appraisal
          (including the allocated cost of internal appraisal services),
          audit, environmental inspection and review (including the allocated
          cost of such internal services), search and filing costs, fees and
          expenses incurred or sustained by Bank of America (including in its
          capacity as the Administrative Agent) in connection with the matters
          referred to under paragraphs (a) and (b) of this Section.
    
               10.5 Indemnity.  Whether or not the transactions contemplated
    hereby shall be consummated, the Company shall pay, indemnify, and hold
    the Agent-Related Persons, and each Bank and each of their respective
    officers, directors, employees, counsel, agents and attorneys-in-fact
    (each, an "Indemnified Person") harmless from and against any and all
    liabilities, obligations, losses, damages, penalties, actions, judgments,
    suits, costs, charges, expenses or disbursements (including Attorney
    Costs) of any kind or nature whatsoever which may be incurred by or
    asserted against any such Indemnified Person arising out of relating to
    the execution, delivery, enforcement, performance or administration of
    this Agreement or any other Loan Documents, or the transactions
    contemplated hereby and thereby, and with respect to any investigation,
    litigation or proceeding related to this Agreement or the Loans or the
    use of the proceeds thereof, whether or not any Indemnified Person is a
    party thereto (all the foregoing, collectively, the "Indemnified
    Liabilities"); provided, that the Company shall have no obligation
    hereunder to any Indemnified Person with respect to Indemnified
    Liabilities arising solely from the negligence or willful misconduct of
    such Indemnified Person.  The obligations in this Section 10.5 shall
    survive payment or satisfaction of all other Obligations.  At the
    election of any Indemnified Person, the Company shall defend such
    Indemnified Person using legal counsel satisfactory to such Indemnified
    Person in such Person's sole discretion, at the sole cost and expense of
    the Company.  All amounts owing under this Section 10.5 shall be paid
    within thirty (30) days after demand.
    
               10.6 Marshaling; Payments Set Aside.  Neither the
    Administrative Agent not the Banks shall be under any obligation to
    marshal any assets in favor of the Company or any other Person, including
    any Swap Provider, or against or in payment of any or all of the
    Obligations.  To the extent that the Company makes a payment or payments
    to the Administrative Agent or the Banks, or the Administrative Agent or
    the Banks enforce their Liens, and such payment or payments or the
    proceeds of such enforcement or any part thereof are subsequently
    invalidated, declared to be fraudulent or preferential, set aside or
    required to be repaid to a trustee, receiver or any other party in
    connection with any Insolvency Proceeding, or otherwise, then to the
    extent of such recovery the obligation or part thereof originally
    intended to be satisfied shall be revived and continued in full force and
    effect as if such payment had not been made or such enforcement had not
    occurred.
    
               10.7 Successors and Assigns.  The provisions of this Agreement
    shall be binding upon and inure to the benefit of the parties hereto and
    their respective successors and assigns, except that the Company may not
    assign or transfer any of its rights or obligations under this Agreement
    without the prior written consent of the Administrative Agent and each
    Bank.
    
               10.8 Assignments, Participations, Confidentiality.
    
                    10.8.1   Assignments.  Each Bank may at any time assign
    and delegate to one or more Eligible Assignees (each, an "Assignee"),
    without the consent of the Company, all or a portion of the Loans, the
    Commitment and the other rights and obligations of such Bank hereunder,
    under the other Loan Documents and under the Environmental Indemnity;
    provided, however, that any assignment of a Bank's interest in the Loans,
    the Commitment and the other rights and obligations of such Bank
    hereunder and under the other Loan Documents shall be in the minimum
    amount of Ten Million Dollars ($10,000,000.00) and multiples of One
    Million Dollars ($1,000,000.00) in excess thereof; and provided further,
    however, that the Company may continue to deal solely and directly with
    the assignor Bank in connection with the interest so assigned to an
    Assignee until (i) written notice of such assignment, substantially in
    the form of Schedule 1 to the attached Exhibit G, shall have been given
    to the Company and the Administrative Agent by such Bank and the
    Assignee, (ii) such Bank and its Assignee shall have delivered to the
    Administrative Agent and the Company an Assignment and Assumption
    Agreement substantially in the form of the attached Exhibit G("Assignment 
    and Assumption Agreement") (together with any Note(s)
    subject to such assignment), and (iii) the Assignee shall have paid to
    the Administrative Agent a processing fee in the amount of $2,500.  In
    the event that the Company elects to permanently reduce the Maximum
    Commitment Amount pursuant to Section 2.5, the minimum required hold
    amounts and the minimum amount of any assignment of a Bank's interest in
    the Loans, the Commitment and the other rights and obligations of such
    Bank hereunder and under the other Loan Documents shall be reduced pro
    rata.
    
                    10.8.2   Effect of Assignment.  From and after the date
    on which the Administrative Agent notifies the assigning Bank that all
    conditions and requirements of the assignment have been met, then to the
    extent that rights and obligations hereunder have been assigned (a) the
    Assignee thereunder shall be a party hereto and shall have the rights and
    obligations of a Bank under the Loan Documents, the Environmental
    Indemnity and any co-lender agreement among the Administrative Agent and
    the Banks, (b) the assigning Bank shall relinquish such assigned rights
    and be released from such assigned obligations under the Loan Documents,
    (c) this Agreement shall be deemed to be amended to the extent necessary
    to reflect the addition of the Assignee and the resulting adjustment of
    the Pro Rata Shares of the Loans arising therefrom, and (d) the Pro Rata
    Share allocated to an Assignee shall reduce the Pro Rata Share of the
    assigning Bank.
    
                    10.8.3   Participations.  Subject to the limitations set
    forth in Section 10.8.1, which apply equally to participations and
    assignments, any Bank (the "originating Bank") may at any time sell to
    one or more Persons that are not Affiliates of the Company (each, a
    "Participant") participating interests in any Loans, the Commitment and
    the other interests of such originating Bank hereunder and under the
    other Loan Documents; provided, however, that (a) the originating Bank's
    obligations under this Agreement shall remain unchanged, (b) the
    originating Bank shall remain solely responsible for the performance of
    such obligations, (c) the Company and the Administrative Agent shall
    continue to deal solely and directly with the originating Bank in
    connection with the originating Bank's rights and obligations under this
    Agreement and the other Loan Documents, (d) the Participant shall,
    together with the originating Bank, be entitled to the non-exclusive
    protections of Sections 3.1 and 3.3 as though it were also the
    originating Bank hereunder, and (e) no Bank shall transfer or grant any
    participating interest under which the Participant has rights to approve
    any amendment, consent or waiver with respect to any Loan Document,
    except to the extent such amendment, consent or waiver would require
    unanimous consent of the Banks.  A Participant shall not have any rights
    under the Loan Documents or any co-lender agreement, and all amounts
    payable by the Company hereunder shall be determined as if the
    originating Bank had not sold such participation.
    
                    10.8.4   Pledge to Federal Reserve Bank.  Notwithstanding
    any other provision, a Bank may pledge its interest in the Commitment,
    in the Loans and under the Loan Documents in favor of any Federal Reserve
    Bank in accordance with Federal law.  
    
                    10.8.5   Confidentiality.  Each Bank agrees to take
    normal and reasonable precautions and exercise due care to maintain the
    confidentiality of all non-public information provided to it by the
    Company or any Subsidiary of the Company in connection with this
    Agreement or any other Loan Document, and the Banks and any of its
    Affiliates shall not use any such information for any purpose or in any
    manner other than pursuant to the terms contemplated by this Agreement,
    except to the extent such information (i) was or becomes generally
    available to the public other than as a result of a disclosure by such
    Bank, or (ii) was or becomes available on a non-confidential basis from
    a source other than the Company (provided that such source is not bound
    by a confidentiality agreement with the Company known to such Bank);
    provided, however, that such Bank may disclose such information (A) at
    the request or pursuant to any requirement of any Governmental Authority
    to which such Bank is subject or in connection with an examination of
    such Bank by any such authority; (B) pursuant to subpoena or other court
    process; (C) when required to do so in accordance with the provisions of
    any applicable Requirement of Law; (D) to such Bank's independent
    auditors and other professional advisors; and (E) to any Affiliate of
    such Bank (including, in the case of Bank of America, the Lead Arranger). 
    Notwithstanding the foregoing, the Company authorizes each Bank to
    disclose to any Participant or Assignee (each, a "Transferee"), and to
    any prospective Transferee, such financial and other information in such
    Bank's possession concerning the Company or its Subsidiaries which has
    been delivered to such Bank pursuant to this Agreement or which has been
    delivered to such Bank by the Company in connection with the Bank's
    credit evaluation of the Company prior to entering into this Agreement;
    provided that, unless otherwise agreed by the Company, such Transferee
    agrees in writing with such Bank to keep such information confidential
    to the same extent required of such Bank hereunder.
    
               10.9 Counterparts.  This Agreement may be executed by one or
    more of the parties to this Agreement in any number of separate
    counterparts, each of which, when so executed, shall be deemed an
    original, and all of said counterparts taken together shall be deemed to
    constitute but one and the same instrument.
    
               10.10     Severability.  The illegality or unenforceability
    of any provision of this Agreement or any instrument or agreement
    required hereunder shall not in any way affect or impair the legality or
    enforceability of the remaining provisions of this Agreement or any
    instrument or agreement required hereunder.
    
               10.11     No Third Parties Benefitted.  This Agreement is
    made and entered into for the sole protection and legal benefit of the
    Company, the Banks, the Administrative Agent and the Agent-Related
    Persons, and their permitted successors and assigns, and no other Person
    (other than an Indemnified Person under Section 10.5) shall be a direct
    or indirect legal beneficiary of, or have any direct or indirect cause
    of action or claim in connection with, this Agreement or any of the other
    Loan Documents.  The Administrative Agent shall have no obligation to any
    Person not a party to this Agreement or the other Loan Documents.
    
               10.12     Time.  Time is of the essence as to each term or
    provision of this Agreement and each of the other Loan Documents.
    
               10.13     Governing Law.  This Agreement and the Revolving
    Notes shall be governed by, and construed in accordance with, the laws
    of the State of California (without regard to conflicts of law rules);
    provided that the Administrative Agent and the Banks shall retain all
    rights arising under federal law.
    
               10.14     Arbitration; Reference.
    
                    (a)  Mandatory Arbitration.  Any controversy or claim
          between or among the parties, including but not limited to those
          arising out of or relating to this Agreement or any agreements or
          instruments relating hereto or delivered in connection herewith and
          any claim based on or arising from an alleged tort, shall at the
          request of any party be determined by arbitration.  The arbitration
          shall be conducted in accordance with the United States Arbitration
          Act (Title 9, U.S. Code), notwithstanding any choice of law
          provision in this Agreement, and under the Commercial Rules of the
          American Arbitration Association ("AAA"). The arbitrator(s) shall
          give effect to statutes of limitation in determining any claim.  Any
          controversy concerning whether an issue is arbitrable shall be
          determined by the arbitrator(s).  Judgment upon the arbitration
          award may be entered in any court having jurisdiction.  The
          institution and maintenance of an action for judicial relief or
          pursuit of a provisional or ancillary remedy shall not constitute
          a waiver of the right of any party, including the plaintiff, to
          submit the controversy or claim to arbitration if any other party
          contests such action for judicial relief.
    
                    (b)  Real Property Collateral.  Notwithstanding the
          provisions of subparagraph 10.14(a), no controversy or claim shall
          be submitted to arbitration without the consent of all parties if,
          at the time of the proposed submission, such controversy or claim
          arises from or relates to an obligation to the Banks which is
          secured by real property collateral.  If all parties do not consent
          to submission of such a controversy or claim to arbitration, the
          controversy or claim shall be determined as provided in
          subparagraph 10.14(c).
    
                    (c)  Judicial Reference.  At the request of any party,
          a controversy or claim which is not submitted to arbitration as
          provided and limited in subparagraphs 10.14(a) and 10.14(b) shall
          be determined by a reference in accordance with California Code of
          Civil Procedure Section 638 et seq.  If such an election is made,
          the parties shall designate to the court a referee or referees
          selected under the auspices of the AAA in the same manner as
          arbitrators are selected in AAA-sponsored proceedings.  The
          presiding referee of the panel, or the referee if there is a single
          referee, shall be an active attorney or retired judge.  Judgment
          upon the award rendered by such referee or referees shall be entered
          in the court in which such proceeding was commenced in accordance
          with California Code of Civil Procedure Sections 644 and 645.
    
                    (d)  Provisional Remedies, Self-Help and Foreclosure. 
          No provision of this Section 10.14 shall limit the right of any
          party to this Agreement to exercise self-help remedies such as
          set-off, foreclosure against or sale of any real or personal
          property collateral or security, or obtaining provisional or
          ancillary remedies from a court of competent jurisdiction before,
          after or during the pendency of any arbitration or other proceeding. 
          The exercise of a remedy does not waive the right of either party
          to resort to arbitration or reference.  At Bank's option,
          foreclosure under a deed of trust or mortgage may be accomplished
          either by exercise of a power of sale under the deed of trust or
          mortgage or by judicial foreclosure.
    
               10.15     Notice of Claims; Claims Bar.  THE COMPANY HEREBY
    AGREES THAT IT SHALL GIVE PROMPT WRITTEN NOTICE OF ANY CLAIM OR CAUSE OF
    ACTION IT BELIEVES IT HAS, OR MAY SEEK TO ASSERT OR ALLEGE, AGAINST THE
    BANK, WHETHER SUCH CLAIM IS BASED IN LAW OR EQUITY, ARISING UNDER OR
    RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR TO THE
    LOANS (OR THE COLLATERAL THEREFOR), OR ANY ACT OR OMISSION TO ACT BY THE
    ADMINISTRATIVE AGENT OR ANY BANK WITH RESPECT HERETO OR THERETO, AND THAT
    IF IT SHALL FAIL TO GIVE SUCH PROMPT NOTICE TO THE ADMINISTRATIVE AGENT
    OR SUCH BANK WITH REGARD TO ANY SUCH CLAIM OR CAUSE OF ACTION, IT SHALL
    BE DEEMED TO HAVE WAIVED, AND SHALL BE FOREVER BARRED FROM BRINGING OR
    ASSERTING, SUCH CLAIM OR CAUSE OF ACTION IN ANY SUIT, ACTION OR
    PROCEEDING IN ANY COURT OR BEFORE ANY GOVERNMENTAL AGENCY.
    
               10.16     Entire Agreement.  This Agreement, together with
    the other Loan Documents and the Environmental Indemnity, embodies the
    entire Agreement and understanding among the Company, on the one hand,
    and the Administrative Agent and the Banks, on the other, and supersedes
    all prior or contemporaneous agreements and understandings of such
    Persons, verbal or written, relating to the subject matter hereof and
    thereof, except for any prior arrangements made with respect to the
    payment by the Company of (or any indemnification for) any fees, costs
    or expenses payable to or incurred (or to be incurred) by or on behalf
    of the Administrative Agent or any of the Banks.
    
               10.17     Interpretation.  This Agreement is the result of
    negotiations between, and has been reviewed by counsel to, the Company
    and the Administrative Agent, and is the product of all parties hereto. 
    Accordingly, this Agreement and the other Loan Documents shall not be
    construed against the Administrative Agent or the Banks merely because
    of their involvement in the preparation of such documents and agreements.
    
               10.18     Existing Approved Parcels.  The Administrative
    Agent and each Bank acknowledges that, as of the date of this Agreement,
    each of the Parcels identified on Exhibit F is an Approved Parcel having
    the Appraised Value set forth therein.
    
               IN WITNESS WHEREOF, the parties hereto have caused this
    Agreement to be duly executed and delivered by their proper and duly
    authorized officers as of the day and year first above written.
    
    "Company"
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By /s/Hanh Kihara 
    
       Hanh Kihara, Chief Financial Officer
               [Printed Name and Title]
    
    
    Notice Address:
    
    270 Lafayette Circle
    Lafayette, California 94549
    Attention:  General Counsel
    Telephone No.:  (925) 283-8910
    Telecopier No.:  (925) 283-5697
    
    "Administrative Agent"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION, as Administrative Agent
    
    
    By /s/Laurence C. Hughes
    
       Laurence C. Hughes, Vice President
               [Printed Name and Title]
    
    Notice Address:
    
    600 Montgomery Street, 37th Floor
    San Francisco, California 94111
    Attention:  Laurence Hughes
    Telephone No.:  (415) 913-3554
    Telecopier No.:  (415) 913-3445
    
    "Banks"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION 
    
    
    By /s/Laurence C. Hughes
    
       Laurence C. Hughes, Vice President
               [Printed Name and Title]
    
    Commitment:  $30,000,000
    
    Lending Office/Notice Address:
    
    600 Montgomery Street, 37th Floor
    San Francisco, California 94111
    Attention:  Laurence Hughes
    Telephone No.:  (415) 913-3554
    Telecopier No.:  (415) 913-3445
    
      <PAGE>
                             EXHIBIT A
    
                       [Form of Borrowing Notice]
    
                                 (Date)
    
    Bank of America National Trust and Savings
       Association, as Administrative Agent
    50 California Street, 11th Floor
    San Francisco, California 94111
    Attention:  Rebecca Koch
    
               Re:  $30,000,000 Secured Revolving Loan to Bedford Property
                    Investors, Inc.; Loan No. ____________________;
                    Borrowing Notice No. _________________________
    
    Ladies and Gentlemen:
    
               Bedford Property Investors, Inc. (the "Company") hereby
    requests a Borrowing on the terms set forth below pursuant to
    Sections 2.1 and 2.3 of that certain Credit Agreement (Secured Loan)
    dated as of February 26, 1999, among the Company, the Banks party thereto
    and Bank of America National Trust and Savings Association, as
    Administrative Agent for the Banks (the "Agreement").  Capitalized terms
    used herein and not defined herein shall have the meanings given to them
    in the Agreement.
    
               1.   The amount of the Borrowing is U.S.$ __________ (minimum
    principal amount of $250,000 for Reference Rate Borrowings and $1,000,000
    for LIBOR Rate Borrowings).
    
               2.   The borrowing date will be ____________, 19__.
    
               3.   The Borrowing will be a Reference Rate/LIBOR Rate Loan.
    
               4.   If the Borrowing is to consist of LIBOR Rate Loans, the
    Interest Period will be _____ [days] [year], and will begin on
    _______________, 19__, and will end on _______________, 19__.
    
               The Company hereby represents and warrants to the
    Administrative Agent and the Banks that (i) the representations and
    warranties made by the Company contained in Article 5 of the Agreement
    are true and correct on and as of the borrowing date with the same effect
    as if made on and as of such borrowing date (except to the extent such
    representations and warranties expressly refer to an earlier date, in
    which case they were true and correct as of such earlier date); (ii) no
    Default or Event of Default has occurred and remains uncured and no
    Default or Event of Default shall result from the making of the requested
    Loan; and (iii) with respect to the requested Loan, all of the conditions
    of Section 4.3 of the Agreement have been satisfied (and will be
    satisfied on the date such Loan is made).
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation,
    
    
    By ____________________________
          Designated Representative
    
      <PAGE>
                             EXHIBIT B
    
                [Form of Conversion/Continuation Notice]
    
                                 (Date)
    
    Bank of America National Trust and Savings
       Association, as Administrative Agent
    50 California Street, 11th Floor
    San Francisco, California 94111
    Attention:  Rebecca Koch
    
          Re:  $30,000,000 Revolving Loan to Bedford Property Investors,
               Inc.; Loan No. ____________________; Conversion/Continuation
               Notice No. ___________
    
    Ladies and Gentlemen:
    
               Pursuant to Section 2.4 of that certain Credit Agreement
    (Secured Loan) dated as of February 26, 1999, among Bedford Property
    Investors, Inc., a Maryland corporation (the "Company"), the Banks party
    thereto and Bank of America National Trust and Savings Association, as
    Administrative Agent for the Banks (the "Agreement"), the Company hereby
    elects to [convert the [Reference Rate Loan/expiring LIBOR Rate Loan]
    described below into [a LIBOR Rate Loan/a Reference Rate Loan] having the
    terms described below] [continue the expiring LIBOR Rate Loan described
    below as a LIBOR Rate Loan having the terms described below]. 
    Capitalized terms used herein and not defined herein shall have the
    meanings given to them in the Agreement.
    
               1.   The [conversion/continuation] date is _______________,
    19__.
    
               2.   The aggregate amount of Loans to be [converted to [LIBOR
    Rate Loans] [Reference Rate Loans]/continued as LIBOR Rate Loans] is
    U.S.$ _______________.
    
      <PAGE>
             3.   The Company requests [conversion of U.S.$ _______________
    of [Reference Rate Loans] [LIBOR Rate Loans] to [a LIBOR Rate Loan having
    an Interest Period of _____ [days] [year], beginning on _______________,
    19__, and ending on _______________, 19__] [a Reference Rate Loan]]
    [continuation of U.S.$ _______________ of LIBOR Rate Loans as a LIBOR
    Rate Loan having an Interest Period of _____ [days] [year], beginning on
    _______________, 19__, and ending on _______________, 19__.]
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation,
    
    
    By ____________________________
          Designated Representative
      <PAGE>
                             EXHIBIT C
    
                        [Form of Revolving Note]
    
                             REVOLVING NOTE
    
    $_____________                        San Francisco, California
                                                    _________, 199_
    
               FOR VALUE RECEIVED, BEDFORD PROPERTY INVESTORS, INC., a
    Maryland corporation (the "Company"), promises to pay to the order of
    __________________________________________________________ (the "Bank"),
    at the offices of Bank of America National Trust and Savings Association,
    Administrative Agent for the Bank, at 50 California Street, 11th Floor
    (Real Estate Structured Debt Group), San Francisco, California 94111, or
    at such other place as the Bank may designate from time to time, the sum
    of ___________________________ ________________________________
    ($_____________), or the aggregate unpaid principal amount outstanding
    hereunder, whichever may be the lesser, in immediately available funds
    and lawful money of the United States of America.
    
               Interest shall accrue on amounts outstanding hereunder in
    accordance with that certain Credit Agreement (Secured Loan) dated as of
    February 26, 1999 (the "Agreement") among the Company, the Banks party
    thereto and Bank of America National Trust and Savings Association, as
    Administrative Agent for the Banks.  (Capitalized term used in this
    Revolving Note and not defined herein shall have the meanings given to
    them in the Agreement.)  Pursuant thereto, interest shall accrue on
    amounts outstanding hereunder from time to time:  (a) at a fluctuating
    per annum rate equal to the Reference Rate; or (b) at the Company's
    option, subject to the terms of the Agreement, at a per annum rate equal
    to the LIBOR Rate plus the Applicable Margin.  A change in the interest
    rate for Reference Rate Loans shall take effect on the day specified in
    the public announcement of the change in the Reference Rate.  Interest
    shall be computed on the basis of a 360-day year and actual days elapsed. 
    Interest shall become due and payable in accordance with the terms of the
    Agreement.
    
               Subject to the provisions of Section 2.7 of the Agreement, all
    unpaid principal and interest outstanding hereunder shall be due and
    payable on September 1, 1999; provided that prepayments of principal
    shall be made as provided in the Agreement.
    
               This Revolving Note is one of the Revolving Notes referred to
    in the Agreement, and is issued in conjunction with, and is entitled to
    all of the rights, benefits and privileges provided in, the Agreement,
    as now existing or as the same may from time to time be supplemented,
    modified or amended.  The Agreement, among other things, provides that
    amounts outstanding hereunder from time to time may be repaid pursuant
    to the Agreement and reborrowed from time to time pursuant to the
    Agreement, and contains provisions for acceleration of the maturity
    hereof upon the happening of certain stated events.  
    
               The Bank may endorse on the schedule annexed to this Revolving
    Note the date, amount and maturity of each Loan that it makes pursuant
    to the Agreement, the purpose of the Loan, the amount of each payment of
    principal that the Company makes with respect thereto and the source of
    the funds from which each principal payment is made.  The Company
    irrevocably authorizes the Bank to endorse this Revolving Note, and the
    Bank's record shall be conclusive absent manifest error; provided,
    however, that the Bank's failure to make, or its error in making, a
    notation on the attached schedule with respect to any Loan shall not
    limit or otherwise affect the Company's obligations to the Bank hereunder
    or under the Agreement.
    
               Except as otherwise expressly provided in any Collateral
    Document, this Revolving Note is secured by (1) each of the Mortgages
    executed from time to time pursuant to the Agreement and covering an
    Approved Parcel and (2) each of the Assignments of Leases and other
    Collateral Documents executed from time to time pursuant to the
    Agreement.
    
               The Company waives presentment, demand, protest, notice of
    protest, notice of nonpayment or dishonor and all other notices in
    connection with the delivery, acceptance, performance, default or
    enforcement of this Revolving Note.  Time is of the essence hereof.
    
               This Revolving Note has been executed by the undersigned in
    the State of California, and shall be governed by, and construed in
    accordance with, the laws of the State of California.
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By ____________________________
    
       ____________________________
             [Printed Name and Title]
      <PAGE>
                             EXHIBIT D
    
                   [Form of Property Use Certificate]
    
                        PROPERTY USE CERTIFICATE
    
    
    To:   Bank of America National Trust and Savings Association, as
          Administrative Agent (the "Administrative Agent")
    
    
               Pursuant to Section 4.1.6(8) of that certain Credit Agreement
    (Secured Loan) (the "Agreement") dated as of February 26, 1999, between
    Bedford Property Investors, Inc., a Maryland corporation (the "Company"),
    the Banks that are parties thereto, and the Administrative Agent, the
    Company hereby represents, warrants and certifies to the Administrative
    Agent and the Banks that the improvements located on the Parcel commonly
    known as ________________________________________ [property address]
    contain the following amounts of net rentable area devoted to, or
    available for, the following uses:
    
    Office:         _________  square feet of net rentable area
    
    Retail:         _________  square feet of net rentable area
    
    Flexible
    Industrial:          _________  square feet of net rentable area
    
    Industrial
    or Warehouse
    (other than
    Flexible
    Industrial):         _________  square feet of net rentable area
    
    Research and 
    Development:    _________  square feet of net rentable area
                               (not including office space)
    
          Total:         _________  square feet of net rentable area
    
      <PAGE>
  Capitalized terms used in this Certificate and not defined herein have
    the meanings given to them in the Agreement.
    
    Dated: ____________________
    
    BEDFORD PROPERTY INVESTORS, INC., 
    a Maryland corporation
    
    
    By ____________________________
    
          ____________________________
             [Printed Name and Title]
      <PAGE>
                             EXHIBIT E
    
                      [Form of Opinion of Counsel]
    
    
    
    
                         _______________, 1999
    
    
    
    The Banks Party to the Credit
    Agreements Described Below
    
    Bank of America National Trust and
     Savings Association, as Administrative Agent
    600 Montgomery Street, 37th Floor
    San Francisco, California  94111
    Attention: Laurence Hughes
    
               Re:  $30,000,000 Secured Revolving Line of Credit (the
                    "Credit Line") from the several financial institutions
                    from time to time party to the Credit Agreement (as
                    defined below) (collectively, the "Banks") to Bedford
                    Property Investors, Inc., a Maryland corporation (the
                    "Company")
    
    Gentlemen:
    
               We have acted as counsel to the Company in connection with the
    negotiation and execution of the documents evidencing the Credit Line,
    and we are delivering this opinion to you at the Company's request.  In
    connection with our representation of the Company, we have examined all
    of the following documents (collectively, the "Loan Documents"):
    
               1.   Credit Agreement (Secured Loan) dated as of February 26,
    1999, among the Company, the Banks, and Bank of America National Trust
    and Savings Association, as administrative agent for the Banks (in such
    capacity, the "Administrative Agent") (the "Credit Agreement"); 
    
               2.   Revolving Note dated February 26, 1999, made by the
    Company and payable to the order of Bank of America National Trust and
    Savings Association ("Bank of America") in the maximum principal amount
    of $30,000,000.00; 
    
               3.   Deed of Trust With Assignment of Rents, Assignment of
    Non-Disturbance Agreements, Security Agreement and Fixture Filing dated
    as of February 26, 1999, executed by the Company for the benefit of the
    Administrative Agent encumbering certain real property located in King
    County, Washington;
    
               4.   Assignment of Leases dated as of February 26, 1999,
    executed by the Company, as assignor, for the benefit of the
    Administrative Agent, as assignee, assigning the leases relating to
    certain real property located in King County, Washington;
    
               5.   Unsecured Indemnity Agreement dated as of February 26,
    1999, made by the Company for the benefit of the Administrative Agent and
    the Banks;
    
               6.   Secretary's Certificate executed by the Company's
    secretary.
    
               The documents referred to in numbered paragraphs 1 through 4,
    above are hereinafter collectively referred to as the "Credit Documents."
    
               We have also reviewed such other documents, certificates and
    instruments as we deemed relevant, appropriate or necessary in rendering
    the opinions contained herein.  In rendering the opinions set forth
    below, we have assumed the truth of the facts stated in the foregoing
    documents, the genuineness of the signatures thereon and the completeness
    thereof.
    
               Based upon the foregoing, but subject to the limitations and
    qualifications expressed below, we are of the opinion that:
    
               1.   The Company is a corporation duly organized, existing and
    in good standing under the laws of the State of Maryland, and is duly
    qualified to do business in the State of California.  The Company has the
    full right, power and authority to execute, deliver and perform its
    obligations under the Credit Documents and all other documents and
    agreements it may execute concurrently with the Credit Documents.
    
               2.   The Company's execution, delivery and performance of the
    Credit Documents (i) have been duly authorized by all necessary corporate
    action, (ii) do not conflict with any term or provision of the Company's
    articles of incorporation or bylaws, and (iii) do not require the consent
    or approval of any governmental authority or any other person or entity
    to the extent such consent or approval is required by any provision of
    the Company's articles of incorporation or bylaws.
    
               3.   The Credit Documents constitute legal, valid and binding
    obligations of the Company, enforceable against the Company in accordance
    with their respective terms.
    
               The opinions expressed herein are subject to the effect of
    bankruptcy, insolvency and other similar laws affecting the rights of
    creditors generally, and general principles of equity.
    
                                   Very truly yours,
    
      <PAGE>
                             EXHIBIT F
    
                            Approved Parcels
    
                          Washington Property
    
          1.   Adobe:  Ground subleased real property located in King County,
    Washington consisting of approximately 7.18 acres improved with two
    office buildings containing approximately 297,228 square feet of net
    rentable area.  Appraised Value is $47,700,000.
    
      <PAGE>
                             EXHIBIT G
    
                  ASSIGNMENT AND ASSUMPTION AGREEMENT
    
    
               This ASSIGNMENT AND ASSUMPTION AGREEMENT (this ("Assignment
    and Assumption") dated as of _______________, 199___ is made between (the
    "Assignor") and ____________________________ (the "Assignee").
    
    
                                RECITALS
    
               WHEREAS, the Assignor is party to that certain Credit
    Agreement (Secured Loan) dated as of February 26, 1999 (as amended,
    amended and restated, modified, supplemented or renewed, the "Credit
    Agreement"), among Bedford Property Investors, Inc., a Maryland
    corporation (the "Company"), the several financial institutions from time
    to time party thereto (including the Assignor, the "Banks"), and Bank of
    America National Trust and Savings Association, as administrative agent
    for the Banks, (the "Administrative Agent").  Any capitalized terms
    defined in the Credit Agreement and not defined in this Assignment and
    Assumption are used herein as defined in the Credit Agreement;
    
               [WHEREAS, the Assignor is also a party to that certain
    Co-Lender Agreement dated as of _______________ (as amended, amended and
    restated, modified, supplemented or renewed, the "Co-Lender Agreement"),
    between the Banks and the Administrative Agent;]
    
               WHEREAS, as provided under the Credit Agreement, the Assignor
    has committed to making Loans (the "Committed Loans") to the Company in
    an aggregate amount not to exceed $___________ (the "Commitment");
    
               WHEREAS, [the Assignor has made Committed Loans in the
    aggregate principal amount of $_____________ to the Company] [no
    Committed Loans are outstanding under the Credit Agreement]; and
    
               WHEREAS, the Assignor wishes to assign to the Assignee [part
    of the] [all] rights and obligations of the Assignor under the Credit
    Agreement in respect of its Commitment, in an amount equal to
    $____________  (the "Assigned Amount") on the terms and subject to the
    conditions set forth herein and the Assignee wishes to accept assignment
    of such rights and to assume such obligations from the Assignor on such
    terms and subject to such conditions;
    
               NOW, THEREFORE, in consideration of the foregoing and the
    mutual agreements contained herein, the parties hereto agree as follows:
    
          1.   Assignment and Assumption.
    
               1.1  Subject to the terms and conditions of this Assignment
    and Assumption, (i) the Assignor hereby sells, transfers and assigns to
    the Assignee, and (ii) the Assignee hereby purchases, assumes and
    undertakes from the Assignor, without recourse and without representation
    or warranty (except as provided in this Assignment and Assumption) ___%
    (the "Assignee's Percentage Share") of (A) the Commitment of the Assignor
    and (B) all related rights, benefits, obligations, liabilities and
    indemnities of the Assignor under and in connection with the Credit
    Agreement, the Loan Documents and the Co-Lender Agreement.
    
               1.2  With effect on and after the Effective Date (as defined
    in Section 5 hereof), the Assignee shall be a party to the Credit
    Agreement [and the Co-Lender Agreement] and succeed to all of the rights
    and be obligated to perform all of the obligations of a Bank under the
    Credit Agreement [and the Co-Lender Agreement], including the
    requirements concerning confidentiality and the payment of
    indemnification, with a Commitment in an amount equal to the Assigned
    Amount.  The Assignee agrees that it will perform in accordance with
    their terms all of the obligations which it is required to perform as a
    Bank under the Credit Agreement [or the Co-Lender Agreement].  It is the
    intent of the parties hereto that the Commitment of the Assignor shall,
    as of the Effective Date, be reduced by an amount equal to the Assigned
    Amount and the Assignor shall relinquish its rights and be released from
    its obligations under the Credit Agreement [and the Co-Lender Agreement]
    to the extent such obligations have been assumed by the Assignee;
    provided, however, the Assignor shall not relinquish its rights under
    Section 10.5 of the Credit Agreement [or Section 9.4 of the Co-Lender
    Agreement] to the extent such rights relate to the time prior to the
    Effective Date.
    
               1.3  After giving effect to the assignment and assumption set
    forth herein, on the Effective Date the Assignor's Commitment will be
    $__________.  
    
               1.4  After giving effect to the assignment and assumption set
    forth herein, on the Effective Date the Assignee's Commitment will be
    $__________.  
    
          2.   Payments.
    
               (a)  As consideration for the sale, assignment and transfer
    contemplated in Section 1 hereof, the Assignee shall pay to the Assignor
    on the Effective Date in immediately available funds an amount equal to
    $ __________, representing the Assignee's Pro Rata Share of the Principal
    amount of all Committed Loans.
    
               (b)  The [Assignor] [Assignee] further agrees to pay to the
    Administrative Agent a processing fee in the amount specified in Section
    10.8.1 of the Credit Agreement.
    
               (c)  Notwithstanding anything to the contrary contained in
    Sections 2.8, 2.9 or 2.13 of the Credit Agreement, for purposes of this
    Assignment and Assumption, (i) the Assignee shall be entitled to
    $_____________ as its Pro Rata Share of the one-time commitment fee paid
    by the Company pursuant to Section 2.9 of the Credit Agreement, and (ii)
    the Administrative Agent shall remit interest payments on Committed Loans
    outstanding to the Company with respect to the Assignee's Commitment on
    the basis of an interest rate whose Applicable Margin (as defined in the
    Credit Agreement) shall be defined as follows:
    
                    (i)  with respect to Reference Rate Loans, ____ basis
               points; and 
    
                    (ii)  with respect to LIBOR Rate Loans, ____ basis
               points.
    
               The Administrative Agent shall retain all additional amounts
    paid by the Company as a commitment fee or as interest on the Committed
    Loans outstanding to the Company with respect to the Assignee's
    Commitment.
    
          3.   Reallocation of Payments.
    
               Any interest, fees and other payments accrued to the Effective
    Date with respect to the Commitment shall be for the account of the
    Assignor.  Subject to the provisions of Section 2(c) hereof, any
    interest, fees and other payments accrued on and after the Effective Date
    with respect to the Assigned Amount shall be for the account of the
    Assignee.  Each of the Assignor and the Assignee agrees that it will hold
    in trust for the other party any interest, fees and other amounts which
    it may receive to which the other party is entitled pursuant to the
    preceding sentence and pay to the other party any such amounts which it
    may receive promptly upon receipt.
    
          4.   Independent Credit Decision.
    
               The Assignee (a) acknowledges that it has received a copy of
    the Credit Agreement and the Schedules and Exhibits thereto, together
    with copies of the most recent financial statements referred to in
    Section 6.1 of the Credit Agreement, and such other documents and
    information as it has deemed appropriate to make its own credit and legal
    analysis and decision to enter into this Assignment and Assumption;
    (b) acknowledges its familiarity with, and approves of, each of the
    Approved Parcels (as defined in the Credit Agreement); and (c) agrees
    that it will, independently and without reliance upon the Assignor, the
    Administrative Agent or any other Bank and based on such documents and
    information as it shall deem appropriate at the time, continue to make
    its own credit and legal decisions in taking or not taking action under
    the Credit Agreement [or the Co-Lender Agreement].
    
          5.   Effective Date; Notices.
    
               (a)  As between the Assignor and the Assignee, the effective
    date for this Assignment and Assumption shall be __________, 199_ (the
    "Effective Date"); provided that the following conditions precedent have
    been satisfied on or before the Effective Date:
    
                    (i)  this Assignment and Assumption shall be executed and
    delivered by the Assignor and the Assignee;
    
                    (ii)  the consent of the Company and the Administrative
    Agent required for an effective assignment of the Assigned Amount by the
    Assignor to the Assignee under Section 10.8.1 of the Credit Agreement
    shall have been duly obtained and shall be in full force and effect as
    of the Effective Date;
    
                    (iii)  the Assignee shall pay to the Assignor all amounts
    due to the Assignor under this Assignment and
    Acceptance;
    
                    (iv)  the Assignee shall have complied with Section
    10.8.1 of the Credit Agreement (if applicable);
    
                    (v)  the processing fee referred to in Section 2(b) hereof 
    and in Section 10.8.1 of the Credit Agreement shall have been paid
    to the Administrative Agent; and
    
                    (vi)  the Assignor shall have assigned and the Assignee
    shall have assumed a percentage equal to the Assignee's Percentage Share
    of the rights and obligations of the Assignor under the Credit Agreement.
    
               (b)  Promptly following the execution of this Assignment and
    Assumption, the Assignor shall deliver to the Company and the
    Administrative Agent for acknowledgment by the Administrative Agent, a
    Notice of Assignment substantially in the form attached hereto as
    Schedule 1.
    
          6.   Administrative Agent. 
    
               (a)  The Assignee hereby appoints and authorizes the Assignor
    to take such action as administrative agent on its behalf and to exercise
    such powers under the Credit Agreement [and the Co-Lender Agreement] as
    are delegated to the Administrative Agent by the Banks pursuant to the
    terms of the Credit Agreement [or the Co-Lender Agreement].
    
               (b)  The Assignee shall assume no duties or obligations held
    by the Assignor in its capacity as Administrative Agent under the Credit
    Agreement.
    
          7.   Withholding Tax.
    
               The Assignee (a) represents and warrants to the Banks, the
    Administrative Agent and the Company that under applicable law and
    treaties no tax will be required to be withheld by the Banks with respect
    to any payments to be made to the Assignee hereunder, (b) agrees to
    furnish (if it is organized under the laws of any jurisdiction other than
    the United States or any state thereof) to the Administrative Agent and
    the Company prior to the time that the Administrative Agent or Company
    is required to make any payment of principal, interest or fees hereunder,
    duplicate executed originals of either U.S. Internal Revenue Service Form
    4224 or U.S. Internal Revenue Service Form 1001 (wherein the Assignee
    claims entitlement to the benefits of a tax treaty that provides for a
    complete exemption from U.S. federal income withholding tax an all
    payments hereunder) and agrees to provide new Forms 4224 or 1001 upon the
    expiration of any previously delivered form or comparable statements in
    accordance with applicable U.S. law and regulations and amendments
    thereto, duly executed and completed by the Assignee, and (c) agrees to
    comply with all applicable U.S. laws and regulations with regard to such
    withholding tax exemption.
    
          8.   Representations and Warranties.
    
               (a)  The Assignor represents and warrants to the Assignee that
    (i) it is the legal and beneficial owner of the interest being assigned
    by it hereunder and that such interest is free and clear of any Lien or
    other adverse claim; (ii) it is duly organized and existing and it has
    the full power and authority to take, and has taken, all action necessary
    to execute and deliver this Assignment and Assumption and any other
    documents required or permitted to be executed or delivered by it in
    connection with this Assignment and Assumption and to fulfill its
    obligations hereunder; (iii) no notices to, or consents, authorizations
    or approvals of, any Person are required (other than any already given
    or obtained) for its due execution, delivery and performance of this
    Assignment and Assumption, and apart from any agreements or undertakings
    or filings required by the Credit Agreement, no further action by, or
    notice to, or filing with, any Person is required of it for such
    execution, delivery or performance; and (iv) this Assignment and
    Assumption has been duly executed and delivered by it and constitutes the
    legal, valid and binding obligation of the Assignor, enforceable against
    the Assignor in accordance with the terms hereof, subject, as to
    enforcement, to bankruptcy, insolvency, moratorium, reorganization and
    other laws of general application relating to or affecting creditors'
    rights and to general equitable principles.
    
               (b)  The Assignor makes no representation or warranty and
    assumes no responsibility with respect to any statements, warranties or
    representations made in or in connection with the Credit Agreement or the
    execution, legality, validity, enforceability, genuineness, sufficiency
    or value of the Credit Agreement or any other instrument or document
    furnished pursuant thereto.  The Assignor makes no representation or
    warranty in connection with, and assumes no responsibility with respect
    to, the solvency, financial condition or statements of the Company, or
    the performance or observance by the Company, of any of its respective
    obligations under the Credit Agreement or any other instrument or
    document furnished in connection therewith.
    
               (c)  The Assignee represents and warrants to the Assignor that
    (i) it is duly organized and existing and it has full power and authority
    to take, and has taken, all action necessary to execute and deliver this
    Assignment and Assumption and any other documents required or permitted
    to be executed or delivered by it in connection with this Assignment and
    Assumption, and to fulfill its obligations hereunder; (ii) no notices to,
    or consents, authorizations or approvals of, any Person are required
    (other than any already given or obtained) for its due execution,
    delivery and performance of this Assignment and Assumption; and apart
    from any agreements or undertakings or filings required by the Credit
    Agreement, no further action by, or notice to, or filing with, any Person
    is required of it for such execution, delivery or performance; (iii) this
    Assignment and Assumption has been duly executed and delivered by it and
    constitutes the legal, valid and binding obligation of the Assignee,
    enforceable against the Assignee in accordance with the terms hereof,
    subject, as to enforcement, to bankruptcy, insolvency, moratorium,
    reorganization and other laws of general application relating to or
    affecting creditors' rights and to general equitable principles; and (iv)
    it is an Eligible Assignee.
    
          9.   Further Assurances.
    
               The Assignor and the Assignee each hereby agree to execute and
    deliver such other instruments, and to take such other action, as either
    party may reasonably request in connection with the transactions
    contemplated by this Assignment and Assumption, including the delivery
    of any notices or other documents or instruments to the Company or the
    Administrative Agent, which may be required in connection with the
    assignment and assumption contemplated hereby.
    
          10.  Miscellaneous.
    
               (a)  Any amendment or waiver of any provision of this
    Assignment and Assumption shall be in writing and signed by the parties
    hereto.  No failure or delay by either party hereto in exercising any
    right, power or privilege hereunder shall operate as a waiver thereof and
    any waiver of any breach of the provisions of this Assignment and
    Assumption shall be without prejudice to any rights with respect to any
    other or further breach thereof.
    
               (b)  All payments made hereunder shall be made without any
    set-off or counterclaim.
    
               (c)  The Assignor and the Assignee shall each pay its own
    costs and expenses incurred in connection with the negotiation,
    preparation, execution and performance of this Assignment and Assumption.
    
               (d)  This Assignment and Assumption may be executed in any
    number of counterparts, and all of such counterparts taken together shall
    be deemed to constitute one and the same instrument.
    
               (e)  THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY AND
    CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.  The
    Assignor and the Assignee each irrevocably submits to the non-exclusive
    jurisdiction of any State or Federal court sitting in California over any
    suit, action or proceeding arising out of or relating to this Assignment
    and Assumption and irrevocably agrees that all claims in respect of such
    action or proceeding may be heard and determined in such California State
    or Federal court.  Each party to this Assignment and Assumption hereby
    irrevocably waives, to the fullest extent it may effectively do so, the
    defense of an inconvenient forum to the maintenance of such action or
    proceeding.
    
               (f)  THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
    VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL
    BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
    UNDER, OR IN CONNECTION WITH THIS ASSIGNMENT AND ASSUMPTION, THE CREDIT
    AGREEMENT, THE CO-LENDER AGREEMENT, ANY RELATED DOCUMENTS AND AGREEMENTS
    OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS (WHETHER ORAL
    OR WRITTEN).
    
      <PAGE>
             IN WITNESS WHEREOF, the Assignor and the Assignee have caused
    this Assignment and Assumption to be executed and delivered by their duly
    authorized officers as of the date first above written.
    
                           [ASSIGNOR]
    
    
    By:   _______________________________________
    
    Title:     _______________________________________
    
    
    By:   _______________________________________
    
    Title:     _______________________________________
    
    Address: 
    
    
                           [ASSIGNEE]
    
    By:   _______________________________________
    
    Title:     _______________________________________
    
    
    By:   _______________________________________
    
    Title:     _______________________________________
    
    Address: 
    
      <PAGE>
                                                     SCHEDULE 1
                                                       TO EXHIBIT H
    
              NOTICE OF ASSIGNMENT AND ASSUMPTION
    
                                           __________, 199_
    
    
    
    Bank of America National Trust
     and Savings Association, as Administrative Agent 
    600 Montgomery Street, 37th Floor
    San Francisco, California 94111
    Attention: Laurence Hughes
    
    Bedford Property Investors, Inc.
    270 Lafayette Circle
    Lafayette, California 94549
    Attention: _______________
    
    Gentlemen:
    
          We refer to the Credit Agreement (Secured Loan) dated as of
    February 26, 1999 (as amended, amended and restated, modified,
    supplemented or renewed from time to time the "Credit Agreement" among
    Bedford Property Investors, Inc., a Maryland corporation (the "Company"),
    the Banks referred to therein and Bank of America National Trust and
    Savings Association, as administrative agent for the Banks (the
    "Administrative Agent").  Terms defined in the Credit Agreement are used
    herein as therein defined.
    
               1.   We hereby give you notice of, and request your consent
    to, the assignment by _______________________ (the "Assignor") to
    _____________ (the "Assignee") of ___% of the right, title and interest
    of the Assignor in and to the Credit Agreement (including, without
    limitation, the right, title and interest of the Assignor in and to the
    Commitments of the Assignor and all outstanding Loans made by the
    Assignor) pursuant to the Assignment and Assumption Agreement attached
    hereto (the "Assignment and Assumption").  Before giving effect to such
    assignment the Assignor's Commitment is $__________ [.] [and the
    aggregate amount of its outstanding Loans is $ __________.]
    
               2.   The Assignee agrees that, upon receiving the consent of
    the Administrative Agent and, if applicable, the Company to such
    assignment, the Assignee will be bound by the terms of the Credit
    Agreement as fully and to the same extent as if the Assignee were the
    Bank originally holding such interest in the Credit Agreement.
    
               3.   The following administrative details apply to the
    Assignee:
    
          (A)  Notice Address: 
    
    Assignee name:  ___________________________
    Address:   ___________________________
               ___________________________
               ___________________________
    Attention: ___________________________
    Telephone: ___________________________
    Telecopier:     ___________________________
    
          (B)  Assignee's Payment Instructions to the Administrative Agent: 
    
    Account Number: ___________________________
              At:   ___________________________
               ___________________________
               ___________________________
    Reference: ___________________________
    Attention: ___________________________
    
               4.   You are entitled to rely upon the representations,
    warranties and covenants of each of the Assignor and the Assignee
    contained in the Assignment and Assumption.
    
               IN WITNESS WHEREOF, the Assignor and the Assignee have caused
    this Notice of Assignment and Assumption to be executed by their
    respective duly authorized officials, officers or agents as of the date
    first above mentioned.
    
    Very truly yours, 
    
    [NAME OF ASSIGNOR]
    
    
    By _______________________________________
    
          _______________________________________
                    [Printed Name and Title]
    
    
    By _______________________________________
    
          _______________________________________
                    [Printed Name and Title]
      <PAGE>
  [NAME OF ASSIGNEE]
    
    
    By _______________________________________
    
          _______________________________________
                    [Printed Name and Title]
    
    
    By _______________________________________
    
          _______________________________________
                    [Printed Name and Title]
    
    
    
    
    ACKNOWLEDGED AND ASSIGNMENT
    CONSENTED TO:
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation 
    
    
    By ____________________________
    
         ____________________________
          [Printed Name and Title]
    
    
    BANK OF AMERICA NATIONAL TRUST AND
    SAVINGS ASSOCIATION, as Administrative Agent
    
    
    By _______________________________
    
          _______________________________
                    [Printed Name and Title]
      <PAGE>
                        Schedule 5.5
    
                           Litigation
    
    None, outside of ordinary litigation related to the collection of
    delinquent rent.
    
      <PAGE>
                       Schedule 5.11
    
              Material Indebtedness Not Disclosed
          on 12/31/97 or 9/30/98 Financial Statements
    
                             None.
      <PAGE>
                       Schedule 5.12
    
                   Environmental Disclosures
    
                             None.
      <PAGE>
                       Schedule 5.16
    
                   (a)  List of Subsidiaries
    
          ICMPI (Scottsdale), Inc., a Delaware corporation
          ICMPI (Irvine), Inc., a Delaware corporation
          ICMPI (Concord Diablo 3), Inc., a Delaware corporation
          ICMPI (Concord Diablo 8), Inc., a Delaware corporation
          ICMPI (Concord Mason 18), Inc., a Delaware corporation
          ICMPI (Overland Park), Inc., a Delaware corporation
          ICMPI (Lenexa), Inc., a Delaware corporation
          ICMPI (Jackson), Inc., a Delaware corporation
          ICMPI (San Antonio), Inc., a Delaware corporation
    
                  (b)  Permitted Partnerships
    
          Bedford Realty Partners, L.P., a California limited partnership
    
                 (c)  Other Equity Investments
    
          ICMPI (Scottsdale), Inc., a Delaware corporation
          ICMPI (Irvine), Inc., a Delaware corporation
          ICMPI (Concord Diablo 3), Inc., a Delaware corporation
          ICMPI (Concord Diablo 8), Inc., a Delaware corporation
          ICMPI (Concord Mason 18), Inc., a Delaware corporation
          ICMPI (Overland Park), Inc., a Delaware corporation
          ICMPI (Lenexa), Inc., a Delaware corporation
          ICMPI (Jackson), Inc., a Delaware corporation
          ICMPI (San Antonio), Inc., a Delaware corporation
      <PAGE>
                      CREDIT AGREEMENT
                         (Secured Loan)
    
                             Among
    
    
               BEDFORD PROPERTY INVESTORS, INC.,
    
    
                    THE BANKS PARTY HERETO,
    
                              and
    
    BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
             as Administrative Agent for the Banks
    
    
    
    
    
    
             NATIONSBANC MONTGOMERY SECURITIES LLC
                         Lead Arranger
    
    
    
    
    
    
    
                 Dated as of February 26, 1999
    
    
      <PAGE>
                         TABLE OF CONTENTS
                                                               Page
    
    1.    Definitions. . . . . . . . . . . . . . . . . . . . . . .1
    
          1.1   Defined Terms. . . . . . . . . . . . . . . . . . .1
          1.2   Other Interpretive Provisions. . . . . . . . . . 22
    
                1.2.1  Use of Defined Terms. . . . . . . . . . . 22
                1.2.2  Certain Common Terms. . . . . . . . . . . 22
                1.2.3  Accounting Principles . . . . . . . . . . 23
    
    2.    The Credit . . . . . . . . . . . . . . . . . . . . . . 23
    
          2.1   Amount and Terms of Commitment . . . . . . . . . 23
          2.2   Loan Accounts. . . . . . . . . . . . . . . . . . 24
          2.3   Procedure for Obtaining Credit . . . . . . . . . 24
          2.4   Conversion and Continuation Elections. . . . . . 25
          2.5   Voluntary Termination or Reduction of Commitment 26
          2.6   Principal Payments . . . . . . . . . . . . . . . 27
    
                2.6.1  Optional Repayments . . . . . . . . . . . 27
                2.6.2  Mandatory Repayments. . . . . . . . . . . 27
                2.6.3  Repayment at Maturity . . . . . . . . . . 28
    
          2.7   Extension of Maturity Date . . . . . . . . . . . 28
          2.8   Interest . . . . . . . . . . . . . . . . . . . . 29
    
                2.8.1  Accrual Rate. . . . . . . . . . . . . . . 29
                2.8.2  Payment . . . . . . . . . . . . . . . . . 29
                2.8.3  Default Interest. . . . . . . . . . . . . 29
                2.8.4  Maximum Legal Rate. . . . . . . . . . . . 30
    
          2.9   Fees . . . . . . . . . . . . . . . . . . . . . . 30
          2.10  Computation of Fees and Interest . . . . . . . . 30
          2.11  Payments by the Company. . . . . . . . . . . . . 31
          2.12  Payments by the Banks to the Administrative Agent31
          2.13  Sharing of Payments, Etc . . . . . . . . . . . . 32
          2.14  Security; Appraisal of Approved Parcels. . . . . 33
          2.15  Release of Lien on Approved Parcel . . . . . . . 33
    
                2.15.1   Release Conditions. . . . . . . . . . . 33
                2.15.2   Application of Release Price. . . . . . 34
    
          2.16  Collateral Documents . . . . . . . . . . . . . . 34
    3.    Taxes, Yield Protection and Illegality . . . . . . . . 34
    
          3.1   Taxes. . . . . . . . . . . . . . . . . . . . . . 34
          3.2   Illegality . . . . . . . . . . . . . . . . . . . 34
          3.3   Increased Costs and Reduction of Return. . . . . 35
          3.4   Funding Losses . . . . . . . . . . . . . . . . . 36
          3.5   Inability to Determine Rates . . . . . . . . . . 37
          3.6   Certificate of Bank. . . . . . . . . . . . . . . 37
          3.7   Survival . . . . . . . . . . . . . . . . . . . . 37
    
    4.    Conditions Precedent . . . . . . . . . . . . . . . . . 38
    
          4.1   Conditions to Approving Parcels. . . . . . . . . 38
    
                4.1.1   Fee Ownership. . . . . . . . . . . . . . 38
                4.1.2   Satisfactory Parcel. . . . . . . . . . . 38
                4.1.3   No Hazardous Materials . . . . . . . . . 38
                4.1.4   Appraised Value. . . . . . . . . . . . . 38
                4.1.5   No Liens . . . . . . . . . . . . . . . . 38
                4.1.6   Deliveries to the Administrative Agent . 38
                4.1.7   Recording of the Mortgage. . . . . . . . 40
                4.1.8   Title Insurance. . . . . . . . . . . . . 40
                4.1.9   Filing of Financing Statements . . . . . 41
                4.1.10   Perfection of Liens . . . . . . . . . . 41
                4.1.11   Tax Reporting Service . . . . . . . . . 41
                4.1.12   Costs . . . . . . . . . . . . . . . . . 41
                4.1.13   Expenses. . . . . . . . . . . . . . . . 41
    
          4.2   Conditions of Initial Loan . . . . . . . . . . . 41
    
                4.2.1   Deliveries to the Administrative Agent . 41
                4.2.2   Initial Approved Parcel. . . . . . . . . 42
                4.2.3   Payment of Expenses. . . . . . . . . . . 43
                4.2.4   Payment of Fees. . . . . . . . . . . . . 43
    
          4.3   Conditions to All Borrowings . . . . . . . . . . 43
    
                4.3.1   Initial Approved Parcel. . . . . . . . . 43
                4.3.2   Notice of Borrowing. . . . . . . . . . . 43
                4.3.3   Continuation of Representations and Warranties43
                4.3.4   No Existing Default. . . . . . . . . . . 43
                4.3.5   No Future Advance Notice . . . . . . . . 43
                4.3.6   Further Assurances . . . . . . . . . . . 43
                4.3.7   Title Insurance. . . . . . . . . . . . . 44
    
    5.    Representations and Warranties . . . . . . . . . . . . 44
    
          5.1   Existence and Power. . . . . . . . . . . . . . . 44
          5.2   Corporate Authorization; No Contravention. . . . 44
          5.3   Governmental Authorization . . . . . . . . . . . 45
          5.4   Binding Effect . . . . . . . . . . . . . . . . . 45
          5.5   Litigation . . . . . . . . . . . . . . . . . . . 45
          5.6   No Default . . . . . . . . . . . . . . . . . . . 45
          5.7   ERISA Compliance . . . . . . . . . . . . . . . . 46
          5.8   Use of Proceeds; Margin Regulations. . . . . . . 46
          5.9   Title to Properties. . . . . . . . . . . . . . . 46
          5.10  Taxes. . . . . . . . . . . . . . . . . . . . . . 46
          5.11  Financial Condition. . . . . . . . . . . . . . . 47
          5.12  Environmental Matters. . . . . . . . . . . . . . 47
          5.13  Regulated Entities . . . . . . . . . . . . . . . 48
          5.14  No Burdensome Restrictions . . . . . . . . . . . 48
          5.15  Solvency . . . . . . . . . . . . . . . . . . . . 49
          5.16  Subsidiaries . . . . . . . . . . . . . . . . . . 49
          5.17  Brokers; Transaction Fees. . . . . . . . . . . . 49
          5.18  Insurance. . . . . . . . . . . . . . . . . . . . 49
          5.19  Full Disclosure. . . . . . . . . . . . . . . . . 49
          5.20  Year 2000 Compliance . . . . . . . . . . . . . . 49
    
    6.    Affirmative Covenants. . . . . . . . . . . . . . . . . 50
    
          6.1   Financial Statements . . . . . . . . . . . . . . 50
          6.2   Certificates; Other Information. . . . . . . . . 51
          6.3   Notices. . . . . . . . . . . . . . . . . . . . . 52
          6.4   Preservation of Corporate Existence, Etc . . . . 53
          6.5   Maintenance of Property. . . . . . . . . . . . . 54
          6.6   Insurance. . . . . . . . . . . . . . . . . . . . 54
          6.7   Payment of Obligations . . . . . . . . . . . . . 55
          6.8   Compliance with Laws . . . . . . . . . . . . . . 55
          6.9   Inspection of Property and Books and Records . . 55
          6.10  Environmental Laws . . . . . . . . . . . . . . . 56
          6.11  Use of Proceeds. . . . . . . . . . . . . . . . . 56
          6.12  Solvency . . . . . . . . . . . . . . . . . . . . 56
          6.13  Further Assurances . . . . . . . . . . . . . . . 56
    
    7.    Negative Covenants . . . . . . . . . . . . . . . . . . 57
    
          7.1   Limitation on Liens. . . . . . . . . . . . . . . 57
          7.2   Consolidations and Mergers . . . . . . . . . . . 57
          7.3   Loans and Investments. . . . . . . . . . . . . . 58
          7.4   Limitation on Indebtedness . . . . . . . . . . . 58
          7.5   Transactions with Affiliates . . . . . . . . . . 58
          7.6   Use of Proceeds. . . . . . . . . . . . . . . . . 59
          7.7   Contingent Obligations . . . . . . . . . . . . . 59
          7.8   Creation of Subsidiaries . . . . . . . . . . . . 59
          7.9   Compliance with ERISA. . . . . . . . . . . . . . 59
          7.10  Debt to Gross Assets Ratio . . . . . . . . . . . 60
          7.11  Debt Service Coverage Ratio. . . . . . . . . . . 60
          7.12  Change in Business . . . . . . . . . . . . . . . 60
          7.13  Accounting Changes . . . . . . . . . . . . . . . 60
          7.14  Limitation on Dividends. . . . . . . . . . . . . 60
          7.15  Development Activity . . . . . . . . . . . . . . 61
          7.16  Undeveloped Land . . . . . . . . . . . . . . . . 61
          7.17  Tangible Net Worth . . . . . . . . . . . . . . . 61
    
    8.    Events of Default and Remedies . . . . . . . . . . . . 62
    
          8.1   Event of Default . . . . . . . . . . . . . . . . 62
    
                8.1.1   Non-Payment. . . . . . . . . . . . . . . 62
                8.1.2   Representation or Warranty . . . . . . . 62
                8.1.3   Specific Defaults. . . . . . . . . . . . 62
                8.1.4   Other Defaults . . . . . . . . . . . . . 62
                8.1.5   Cross-Default. . . . . . . . . . . . . . 62
                8.1.6   Insolvency; Voluntary Proceedings. . . . 62
                8.1.7   Insolvency; Involuntary Proceedings. . . 63
                8.1.8   ERISA Plans. . . . . . . . . . . . . . . 63
                8.1.9   Monetary Judgments . . . . . . . . . . . 63
                8.1.10   Adverse Change. . . . . . . . . . . . . 63
                8.1.11   Management Changes. . . . . . . . . . . 64
                8.1.12   Preferred Dividend Defaults . . . . . . 64
                8.1.13   Early Termination of a Specified Swap Contract64
    
          8.2   Remedies . . . . . . . . . . . . . . . . . . . . 64
    
                8.2.1   Termination of Commitment to Lend. . . . 64
                8.2.2   Acceleration of Loans. . . . . . . . . . 64
                8.2.3   Exercise of Rights and Remedies. . . . . 64
    
          8.3   Rights Not Exclusive . . . . . . . . . . . . . . 65
          8.4   Specified Swap Contract Remedies . . . . . . . . 65
          8.5   Subordination of Swap Obligations. . . . . . . . 66
    
    9.    The Administrative Agent . . . . . . . . . . . . . . . 67
    
          9.1   Appointment and Authorization of the Administrative Agent67
          9.2   The Administrative Agent's Powers. . . . . . . . 67
          9.3   Limitation on the Administrative Agent's Duties. 68
          9.4   Successor Administrative Agent . . . . . . . . . 68
    
    10.   Miscellaneous. . . . . . . . . . . . . . . . . 69
    
          10.1 Amendments and Waivers. . . . . . . . . . 69
          10.2 Notices . . . . . . . . . . . . . . . . . 70
          10.3 No Waiver; Cumulative Remedies. . . . . . 70
          10.4 Costs and Expenses. . . . . . . . . . . . 71
          10.5 Indemnity . . . . . . . . . . . . . . . . 71
          10.6 Marshaling; Payments Set Aside. . . . . . 72
          10.7 Successors and Assigns. . . . . . . . . . 72
          10.8 Assignments, Participations, Confidentiality72
    
               10.8.1   Assignments. . . . . . . . . . . 72
               10.8.2   Effect of Assignment . . . . . . 73
               10.8.3   Participations . . . . . . . . . 73
               10.8.4   Pledge to Federal Reserve Bank . 74
               10.8.5   Confidentiality. . . . . . . . . 74
    
          10.9 Counterparts. . . . . . . . . . . . . . . 74
          10.10     Severability . . . . . . . . . . . . 75
          10.11     No Third Parties Benefitted. . . . . 75
          10.12     Time . . . . . . . . . . . . . . . . 75
          10.13     Governing Law. . . . . . . . . . . . 75
          10.14     Arbitration; Reference . . . . . . . 75
          10.15     Notice of Claims; Claims Bar . . . . 76
          10.16     Entire Agreement . . . . . . . . . . 77
          10.17     Interpretation . . . . . . . . . . . 77
          10.18     Existing Approved Parcels. . . . . . 77
    
    Exhibit A          Form of Borrowing Notice
    Exhibit B          Form of Conversion/Continuation Notice
    Exhibit C          Form of Revolving Note
    Exhibit D          Form of Property Use Certificate
    Exhibit E          Form of Opinion of Counsel
    Exhibit F          List of Approved Parcels
    Exhibit G          Form of Assignment and Assumption Agreement