EXHIBIT 10.35
          FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT is
entered into as of May 18, 2001, among BEDFORD PROPERTY INVESTORS,
INC., a Maryland corporation (the "Company"), BANK OF AMERICA,
NATIONAL ASSOCIATION, a national banking association ("Bank of
America"), successor to Bank of America National Trust and Savings
Association, and the several additional financial institutions from
time to time party to this Agreement (collectively, the "Banks"; each
individually, a "Bank"), BANK OF AMERICA, NATIONAL ASSOCIATION, as
Administrative Agent for the Banks, UNION BANK OF CALIFORNIA, N.A.,
as Co-Agent, and BANC OF AMERICA SECURITIES, LLC, as Sole Lead
Arranger and Sole Book Manager.
                      Factual Background
WHEREAS, Bank of America and certain of the Banks have
previously made available to the Company a revolving credit facility
upon the terms and subject to the conditions set forth in 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 agent for such banks (the "Existing Credit Agreement"),
which Existing Credit Agreement amended and restated in full that
certain Third Amended and Restated Credit Agreement dated as of June
13, 1997, among the Company, the banks party thereto and Bank of
America, as agent for such banks, as amended from time to time;
WHEREAS, under the Existing Credit Agreement, the Banks
party thereto agreed to make available to the Company a secured
revolving line of credit in the maximum principal amount of
$175,000,000, with Bank of America having a pro rata share of
48.571428%, representing a maximum commitment of $85,000,000; Sanwa
Bank California having a pro rata share of 14.285714%, representing a
maximum commitment of $25,000,000; The First National Bank of Chicago
having a pro rata share of 14.285714%, representing a maximum
commitment of $25,000,000; and Union Bank of California, N.A. having
a pro rata share of 22.857142%, representing a maximum commitment of
40,000,000;
WHEREAS, the Company has requested that the Banks modify
the terms of the revolving credit facility made available to the
Company pursuant to the Existing Credit Agreement to, among other
things, extend the maturity date of the secured revolving line of
credit available to the Company;
WHEREAS, following modification of the revolving credit
facility made available to the Company pursuant to the Existing
Credit Agreement, Bank One, N.A., successor to The First National
Bank of Chicago, will no longer be a party to the revolving credit
facility; and
WHEREAS, the remaining Banks have agreed to make available
to the Company an amended secured revolving line of credit upon the
terms and subject to the conditions set forth in this Agreement,
which amends and restates in full the Existing Credit Agreement, with
the pro rata shares of the remaining Banks adjusted so that Bank of
America has a pro rata share of 33.333333%, representing a maximum
commitment of $50,000,000; Sanwa Bank California has a pro rata share
of 16.666667%, representing a maximum commitment of $25,000,000;
Union Bank of California, N.A. has a pro rata share of 23.333333%,
representing a maximum commitment of $35,000,000; Citizens Bank of
Rhode Island has a pro rata share of 16.666667%, representing a
maximum commitment of $25,000,000; and Comerica Bank has a pro rata
share of 10.000000%, representing a maximum commitment of
$15,000,000.
                           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 9.6.
"Adobe Property" means the Company's leasehold interest in
that certain real property commonly known as 701 and 801 North 34th
Street, Seattle, Washington, a portion of which is presently leased
to Adobe Systems Incorporated.
"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 9.6, 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 Fifth Amended and Restated Credit
Agreement, as amended, amended and restated, supplemented or modified
from time to time.
"Applicable Margin" means (a) with respect to Prime Rate
Loans, zero (0) basis points; and (b) with respect to LIBOR Loans,
(i) 130 basis points when Leverage is less than or equal to 0.30,
(ii) 140 basis points when Leverage is greater than 0.30 but less
than or equal to 0.40, or (iii) 155 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, subject to the provisions of
Section 2.14.2;
"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, subject to the provisions of
Section 2.14.3.
"Assignee" has the meaning specified in subsection 10.8.1.
"Assignment of Leases" means any assignment of leases and
rents or other document encumbering leases as security for the
Obligations.
"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 Borrowing Base at such time, and (b) the sum of (i) the
aggregate principal amount of all outstanding Loans (including Swing
Loans) at such time and (ii) the aggregate principal amount of all
outstanding but undrawn Letters of Credit 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 and in its capacity as the Swing Line Lender is one
of the Banks.
"Bankruptcy Code" means the Federal Bankruptcy Reform Act
of 1978, as amended from time to time (11 U.S.C. Section 101, et
seq.).
"Bank of America" has the meaning specified in the
introductory sentence of this Agreement.
"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 Prime 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 2.4.
"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 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.
"Capitalization Rate" means, at any time, a rate of 9.50%,
subject to increase annually based on then-current market conditions,
on the anniversary of the date of this Agreement, by written notice
from the Administrative Agent to the Company at the direction of the
Majority Banks.
"Capital Stock" means all classes or series of stock of
the Company.
"Cash Flow" means, for any calendar quarter, the sum of
(i) the quarterly net income from property operations for the Company
and its consolidated subsidiaries for such quarter (excluding income
from minority interests in any Person), and (ii) all depreciation and
amortization expense of the Company and its consolidated subsidiaries
for such quarter (if deducted in determining quarterly net income
from property operations but excluding depreciation and amortization
from minority interests in any Person), as evidenced by the most
recently delivered consolidated financial statements of the Company.
"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) 2.00% 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) 8.5%, 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.
"Closing Date" means the earliest date on which all
conditions precedent set forth in Section 4.2 are satisfied or waived
by the Administrative Agent.
"Co-Agent" means any Bank designated as a "Co-Agent" in
this Agreement, each in its capacity as a co-agent hereunder.
"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, sixty-five percent (65%) of the Appraised Value of such
Approved Parcel at such time; provided, however, that the Collateral
Value of the Adobe Property at any time shall be sixty percent (60%)
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 Prime Rate Loan to a LIBOR Loan or a LIBOR Loan
to a Prime 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 2.5.
"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.
"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 Company 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" has the meaning specified in Section 2.9.
"Fixed Charges" means, for any calendar quarter, the sum
of (a) Interest Expense for such quarter, (b) the principal amount of
Indebtedness of the Company and its consolidated subsidiaries payable
during such quarter, and (c) dividends and distributions payable
during such quarter on the Company's preferred stock (whether or not
declared), as evidenced by the most recently delivered consolidated
financial statements of the Company.
"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 Asset Value" means, at any time, the sum of (a) an
amount equal to four (4) times the Cash Flow for the most recent
calendar quarter, divided by the Capitalization Rate at such time,
(b) the cost basis of all construction in process of the Company and
its consolidated subsidiaries as of the end of such calendar quarter
(taking into account any downward adjustment of such cost basis
reflected on the Company's balance sheet), (c) the cost of all
unimproved real Property of the Company and its consolidated
subsidiaries as of the end of such calendar quarter (taking into
account any downward adjustment of such cost reflected on the
Company's balance sheet), and (d) the book value as of the end of
such calendar quarter of all other non-real Property assets of the
Company and its consolidated subsidiaries other than goodwill and
other intangible assets, as evidenced by the most recently delivered
consolidated financial statements of the Company.
"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 Expense" means, for any calendar quarter, all
interest on Indebtedness of the Company and its consolidated
subsidiaries paid, accrued or capitalized during such quarter, as
evidenced by the most recently delivered consolidated financial
statements of the Company.
"Interest Payment Date" means the first day of each month
following disbursement of the initial Loan.
"Interest Period" means, with respect to any LIBOR 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 Loan and ending on the date that is one (1), two (2),
three (3), six (6) or twelve (12) months 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
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; and
(b)     any Interest Period pertaining to a LIBOR 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.
"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.
"Letter of Credit" means a standby letter of credit issued
by Bank of America for the Company's account pursuant to Section 2.1.
"Leverage" means, at any time, the ratio of (a) the sum of
(i) the total consolidated liabilities of the Company at such time
(including as liabilities all then-outstanding but undrawn Letters of
Credit) and (ii) all Contingent Obligations of the Company at such
time, to (b) Gross Asset Value 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 Borrowing" means a Borrowing consisting of LIBOR
Loans.
"LIBOR Loan" means a Loan that bears interest based on the
LIBOR Rate.
"LIBOR Rate" means, for each Interest Period in respect of
any LIBOR Loan, a fluctuating rate of interest (carried out to the
fifth decimal place) appearing on Telerate Page 3750 (or any
successor page) equal to the London interbank offered rate for
deposits in U.S. Dollars in amounts and for periods comparable to
those of the applicable LIBOR Loan and Interest Period at
approximately 11:00 a.m. (London, England, time) on the second
preceding Business Day, as adjusted from time to time in the
Administrative Agent's sole discretion for then applicable reserve
requirements, deposit insurance assessment rates and other regulatory
costs.  If for any reason such rate is not available, the term "LIBOR
Rate" shall mean the fluctuating rate of interest equal to the rate
of interest for the applicable Interest Period (rounded upwards, if
necessary to the nearest 1/100 of 1%) appearing on Reuters Screen
LIBO Page as the London interbank offered rate for  deposits in U.S.
Dollars in amounts and for periods comparable to those of the
applicable LIBOR Loan and Interest Period at approximately 11:00 a.m.
(London, England, time) on the second preceding Business Day, as
adjusted from time to time in the Administrative Agent's sole
discretion for then applicable reserve requirements, deposit
insurance assessment rates and other regulatory costs; provided,
however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such
rates.
"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 Prime Rate Loan, a LIBOR
Loan or, in the case of the Swing Line Lender, a Swing 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 sixty-six and two-thirds percent (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 sixty-six and two-thirds percent (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, or the Company and its Subsidiaries 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 June 1, 2004.
"Maximum Commitment Amount" means, at any time, an amount
equal to $150,000,000.00, subject to increase pursuant to, and on the
terms and subject to the conditions set forth in, Section 2.19, and
to decrease pursuant to the provisions of Section 2.6.
"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 Operating Income" means, for any Approved Parcel as
of any calendar quarter, an amount equal to Gross Income less
Operating Expenses less Reserves for such Approved Parcel as of such
time, where "Gross Income" for such Approved Parcel is equal to:
either (a) if such Approved Parcel has been owned by
either the Company or any Subsidiary of the Company and has
been generating rental income for at least four (4) consecutive
calendar quarters for which quarterly operating statements have
been delivered to the Banks, the gross income (before capital
expenditures) for such Approved Parcel, 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 (b) if such Approved Parcel has been owned by either
the Company or any Subsidiary of the Company and has been
generating rental income for at least one (1) calendar quarter
for which quarterly operating statements have been delivered to
the Banks but fewer than four (4) consecutive calendar quarters
for which quarterly operating statements have been delivered to
the Banks, the annualized gross income (before capital
expenditures) for such Approved Parcel as of the most recent
calendar quarter for which quarterly operating statements have
been delivered to the Banks, determined by multiplying the
aggregate gross income (before capital expenditures) for such
Approved Parcel for the number of consecutive calendar months
during which the Company or a Subsidiary of the Company has
owned such Approved Parcel and for which monthly or quarterly
operating statements have been delivered to the Banks by a
fraction the numerator of which is twelve (12) and the
denominator of which is the number of consecutive calendar
months during which the Company or a Subsidiary of the Company
has owned such Approved Parcel and for which operating
statements are available for such Approved Parcel at such time,
or (c) if such Approved Parcel has been owned by either
the Company or any Subsidiary of the Company and has been
generating rental income for fewer than one (1) full calendar
quarter 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;
"Operating Expenses" for such Approved Parcel are equal to:
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;
and "Reserves" are equal to:
(f) if the Administrative Agent has determined that the
improvements located on such Approved Parcel consist of office
space, $1.00 per square foot of net rentable area of space in
such Approved Parcel, representing capital expenditures for
office space,
or (g) if the Administrative Agent has determined that the
improvements located on such Approved Parcel consist of
research and development (other than office) space, $0.30 per
square foot of net rentable area of space in such Approved
Parcel, representing capital expenditures for research and
development (other than office) space,
or (h) if the Administrative Agent has determined that the
improvements located on such Approved Parcel consist of bulk
industrial or flexible industrial (other than research and
development) space, $0.10 per square of net rentable area of
space in such Approved Parcel, representing capital
expenditures for bulk industrial or flexible industrial (other
than research and development) 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.
"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 or any Subsidiary of the Company,
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 that (i) is
owned in fee by the Company or (ii) in the case of the Adobe Property
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.
"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.
"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.
"Prime Rate" means the per annum rate of interest publicly
announced from time to time by the Administrative Agent at its
principal office in Charlotte, North Carolina, as its "Prime Rate."
The Prime 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 Prime Rate.  Any change in the
Prime Rate shall take effect on the day specified in the public
announcement of such change.
"Prime Rate Borrowing" means a Borrowing consisting of
Prime Rate Loans.
"Prime Rate Loan" means a Loan that bears interest based
on the Prime Rate.
"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.
"Release Price" means, with respect to an Approved Parcel,
the amount, if any, necessary to reduce the sum of (i) the aggregate
principal amount outstanding on the Loans and (ii) the aggregate
stated amount of all outstanding but undrawn Letters of Credit, to
the Availability (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-Adjusted Cash Flow" means, for any calendar
quarter, Cash Flow for such quarter less a reserve amount for each
parcel of real Property owned by the Company or any consolidated
subsidiary as of the end of such quarter equal to one-fourth of the
sum of (i) $1.00 per square foot of the aggregate net rentable area
of space located on those parcels that the Administrative Agent has
designated to be improved with office space, (ii) $0.30 per square
foot of the aggregate net rentable area of space located on those
parcels that the Administrative Agent has designated to be improved
with research and development (other than office) space, and
(iii) $0.10 per square of the aggregate net rentable area of space
located on those parcels that the Administrative Agent has designated
to be improved with bulk industrial or flexible industrial (other
than research and development) space, as evidenced by the most
recently delivered consolidated financial statements of the Company.
"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 or 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.
"Sole Lead Arranger" means Banc of America Securities LLC
in its capacity as sole lead arranger and sole book manager for the
Banks hereunder.
"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.
"Subsidiary" of a Person means any corporation, limited
liability company, partnership, joint venture, association 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.
"Swing Line" has the meaning specified in Section 2.2.1.
"Swing Line Availability" means, at any time, the
difference between (a) the least of (i) $25,000,000.00, (ii) the
Total Approved Parcel Value at such time and (iii) the Maximum
Commitment Amount at such time, and (b) the principal amount
outstanding under the Swing Line at such time.
"Swing Line Lender" means Bank of America, in its capacity
as the maker of Swing Loans under Section 2.2.
"Swing Loan" has the meaning specified in Section 2.2.1.
"Tangible Net Worth" means, at any time, the total
consolidated stockholders' equity of the Company and its consolidated
subsidiaries 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 consolidated
financial statements.
"Telerate Page 3750" means the British Bankers Association
LIBOR Rates (determined at 11:00 a.m. London, England, time) that are
published by Bridge Information Systems, Inc.
"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.
"Transferee" has the meaning specified in
subsection 10.8.5.
"Type" means, in connection with a Loan, the
characterization of such loan as a Prime Rate Loan or a LIBOR 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.
        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,
                  (a)   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 for the purpose of (i) facilitating the Company's
acquisition of improved real property (subject to the provisions of
Section 7.13), (ii) financing the Company's operations, including
development activities (subject to the provisions of Sections 7.16
and 7.17), and (iii) providing working capital to the Company, in an
aggregate amount not to exceed such Bank's Pro Rata Share of the
Availability, and
                            (b)     to fund drawings on any Letters of
Credit that Bank of America issues for the Company's account from
time to time, in an aggregate amount not to exceed at any time
outstanding such Bank's Pro Rata Share of the amount of such drawing.
On the date that Bank of America issues a Letter of Credit for the
Company's account, each Bank shall be deemed to have unconditionally
and irrevocably purchased from Bank of America a pro rata risk
participation in the stated amount of such Letter of Credit, without
recourse or warranty, in an amount equal to such Bank's Pro Rata
Share of the stated amount of such Letter of Credit.
Bank of America agrees to issue Letters of Credit for the Company's
account on any Business Day during the period from the Closing Date
to the date that is six (6) months prior to the Maturity Date, for
any purpose directly related to the Company's continuing operations,
in an aggregate amount not to exceed Ten Million Dollars
($10,000,000.00) at any time outstanding; provided, however, that no
Letter of Credit shall have an expiry date later than the then-
applicable Maturity Date.
Notwithstanding any contrary provision of this Agreement,
the aggregate principal amount of all outstanding Loans shall not at
any time exceed the Borrowing Base, and the aggregate amount of
outstanding but undrawn Letters of Credit shall be considered a
portion of the principal amount outstanding on the Loans for purposes
of determining (x) the amount of Availability remaining available for
disbursement and (y) mandatory repayments under Section 2.7.2.
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 Maturity Date, repay pursuant to Section 2.7 and
reborrow pursuant to this Section 2.1 prior to the Maturity Date.
                  2.2     Swing Line.
        2.2.1     Upon the Company's request, and
subject to the terms and conditions of this Agreement, the Swing Line
Lender may, in its sole and absolute discretion, on and after the
Closing Date and prior to the Maturity Date, provide to the Company a
swing line credit facility (the "Swing Line") of up to
$25,000,000.00; provided that the Swing Line Lender shall not in any
event be permitted to make any Loan under the Swing Line  (each a
"Swing Loan") if, after giving effect thereto, (i) the sum of the
aggregate principal amount of all then-outstanding Loans (including
Swing Loans) plus the aggregate amount of all then-outstanding but
undrawn Letters of Credit would exceed the Availability at such time,
or (ii) the aggregate principal amount of all then-outstanding Swing
Loans made by the Swing Line Lender would exceed the Swing Line
Availability at such time.  Within the limits of the Swing Line
Availability, the Company may borrow under this subsection 2.2.1
prior to the Maturity Date, repay pursuant to subsections 2.2.3 or
2.2.4 and reborrow pursuant to this subsection 2.2.1 prior to the
Maturity Date.  Notwithstanding any contrary provision of this
Section 2.2, the Swing Line Lender shall not at any time be obligated
to make any Swing Loan.
        2.2.2     Notwithstanding the provisions of
subsections 2.8.1 and 2.8.2, each Swing Loan outstanding under the
Swing Line shall accrue interest at a rate per annum equal to the
interest rate applicable to a Prime Rate Loan, which interest shall
be payable in arrears on each Interest Payment Date and on the due
date for Swing Loans set forth in subsection 2.2.3, and shall be
payable to the Administrative Agent for the account of the Swing Line
Lender; provided that, notwithstanding any other provision of this
Agreement, each Swing Loan shall bear interest for a minimum of one
(1) day.
        2.2.3     Notwithstanding the provisions of
Section 2.7, the principal outstanding under the Swing Line shall be
due and payable:
                              (i)     at or before 10:00 a.m., San
Francisco time, on the third Business Day immediately following any
date on which a Swing Loan is made under the Swing Line; and
                              (ii)    in any event on the Maturity Date;
provided that, if no Event of Default has occurred and remains
uncured, and the Company is permitted to borrow Loans under the terms
of this Agreement (the Availability being determined for such purpose
without giving effect to any reduction thereof occasioned by such
Swing Loans due and payable) at the time such Swing Loans are due,
then unless the Company notifies the Swing Line Lender that it will
repay such Swing Loans on their due date, the Company shall be deemed
to have submitted a Borrowing Notice for Prime Rate Loans in an
amount necessary to repay such Swing Loans on their due date, and the
provisions of Section 2.4 concerning (i) the minimum principal
amounts required for Borrowings and (ii) the funding of requested
Borrowings as Swing Loans shall not apply to Loans made pursuant to
this subsection 2.2.3.
                  2.2.4     Notwithstanding the provisions of
subsection 2.7.1, the Company may, from time to time on any Business
Day, make a voluntary prepayment, in whole or in part, of the
outstanding principal amount of any Swing Loans, without incurring
any premium or penalty; provided that:
                       (i)     each such voluntary prepayment shall
require prior written notice given to the Administrative Agent and
Swing Line Lender no later than 10:00 a.m., San Francisco time, on
the day on which the Company intends to make a voluntary prepayment,
and
                       (ii)     each such voluntary prepayment shall
be in a minimum amount of $250,000 (or, if less, the aggregate
outstanding principal amount of all Swing Loans then outstanding).
        2.2.5     Each Bank shall be deemed to have
unconditionally and irrevocably purchased a pro rata risk
participation from the Swing Line Lender in the Swing Loans, without
recourse or warranty, in an amount equal to such Bank's Pro Rata
Share of such Swing Loans.  In addition, from and after the date that
any Bank funds such participation, such Bank shall, to the extent of
its Pro Rata Share, be entitled to receive a ratable portion of any
payment of principal and/or interest received by the Swing Line
Lender on account of such Swing Loans, payable to such Bank promptly
upon such receipt.
        2.2.6     At any time during the continuance of
an Event of Default, the Swing Line Lender may, without the Company's
consent, upon one (1) Business Day's notice to the Company, terminate
the Swing Line and cause Prime Rate Loans to be made by the Lenders
in an aggregate amount equal to the amount of principal and interest
outstanding under the Swing Line (the Availability being determined
for such purpose without giving effect to any reduction thereof
occasioned by such Swing Loans), and the conditions precedent set
forth in Section 2.4 and Section 4.3, and any requirement of Section
2.4 that a borrowing be funded as a Swing Loan shall not apply to
such Loans.  The proceeds of such Loans shall be paid to the Swing
Line Lender to retire the outstanding principal and interest owing
under the Swing Line.
        2.2.7     The Swing Line Lender shall not,
without the approval of all Banks, make a Swing Loan if the Swing
Line Lender then has actual knowledge that a Default has occurred and
is continuing.
        2.3     Loan Accounts; Revolving Notes.
                       2.3.1     The Loans made by each Bank shall be
evidenced by one or more loan accounts or records maintained by such
Bank and by the Administrative Agent in the ordinary course of
business.  The loan accounts or records maintained by the
Administrative Agent and each Bank shall, absent manifest error, be
conclusive 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 Company's obligations hereunder to pay any
amount owing with respect to the Loans.
                       2.3.2     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.  In addition, the Swing Loans made by the
Swing Line Lender shall be evidenced by a Revolving Note payable to
the order of the Swing Line Lender in the amount of $25,000,000.00.
Such Bank may endorse on the schedule annexed to its Revolving
Note(s) the date, amount and maturity of each Loan that it makes
(which shall not include undrawn amounts on outstanding Letters of
Credit, but shall include the amounts of any drawings on outstanding
Letters of Credit), 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).
        2.4     Procedure for Obtaining Credit.
Each Borrowing shall be made and each Letter of Credit shall be
issued 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 (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 Loans, or (ii) one (1) Business Day prior to the
requested borrowing date, in the case of Prime Rate Loans, or
(iii) on the requested borrowing date, in the case of Swing Loans, or
(iv) five (5) Business Days prior to the requested issuance date of a
Letter of Credit), specifying:
        (a)     the amount of the Borrowing or the
Letter of Credit, which in the case of a Borrowing shall be in an
aggregate principal amount of (i) Two Hundred Fifty Thousand dollars
($250,000) and increments of Fifty Thousand dollars ($50,000) in
excess thereof for Prime Rate Borrowings or Swing Loans, and
(ii) Five Hundred Thousand dollars ($500,000) and increments of One
Hundred Thousand dollars ($100,000) in excess thereof for any LIBOR
Borrowings;
        (b)     the requested borrowing or Letter of
Credit issuance date, which shall be a Business Day;
        (c)     in the case of a Borrowing, the Type of
Loans comprising the Borrowing;
        (d)     in the case of a LIBOR Borrowing, the
duration of the Interest Period applicable to the Loans comprising
such LIBOR Borrowing.  If the Borrowing Notice fails to specify the
duration of the Interest Period for the Loans comprising a LIBOR
Borrowing, such Interest Period shall be thirty (30) days.
Notwithstanding the foregoing provisions of this Section 2.4, any
amount drawn under a Letter of Credit shall, from and after the date
on which such drawing is made, constitute a Borrowing for all
purposes under this Agreement (including accrual and payment of
interest and repayment of principal) other than disbursement of Loan
proceeds under this Section 2.4.  Unless the Company's Borrowing
Notice expressly requests a LIBOR Borrowing, a Prime Rate Borrowing
in an amount in excess of the Swing Line Availability or the issuance
of a Letter of Credit, each requested Borrowing shall initially be
funded as a Swing Loan, and shall be subject to the provisions of
Section 2.2.  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
Loan.  After giving effect to any Loan, there shall not be more than
six (6) different Interest Periods in effect.
                  2.5     Conversion and Continuation Elections.
                       2.5.1     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 Prime Rate Loans (or any part thereof in an amount not less than
$500,000.00 and increments of $100,000 in excess thereof) into LIBOR
Loans;
        (b)     elect to convert on any Interest
Payment Date any LIBOR Loans maturing on such Interest Payment Date
(or any part thereof in an amount not less than $250,000.00) into
Prime Rate Loans; or
        (c)     elect to renew on any Interest Payment
Date any LIBOR Loans maturing on such Interest Payment Date (or any
part thereof in an amount not less than $500,000.00 and increments of
$100,000 in excess thereof);
provided, that if the aggregate amount of LIBOR Loans in respect of
any Borrowing shall have been reduced, by payment, prepayment or
conversion of part thereof, to less than $500,000.00, such LIBOR
Loans shall automatically convert into Prime Rate Loans, and on and
after such date the right of the Company to continue such Loans as,
and convert such Loans into, LIBOR Loans shall terminate.
        2.5.2     The Company shall deliver by telex, cable
or facsimile, confirmed immediately in writing, a Notice of
Conversion/Continuation (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 Loans, or (ii) on the Conversion Date, if the Loans are to
be converted into Prime 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 Prime
Rate Loan into a LIBOR Loan or elects to continue a LIBOR 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 Loan, such Interest Period shall be
thirty (30) days.
        2.5.3     If upon the expiration of any Interest
Period applicable to LIBOR Loans the Company has failed to select a
new Interest Period to be applicable to LIBOR Loans, or if any
Default or Event of Default shall then exist, the Company shall be
deemed to have elected to convert LIBOR Loans into Prime Rate Loans
effective as of the expiration date of such current Interest Period.
        2.5.4     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 six (6)
different Interest Periods in effect.
        2.6     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 issue Letters of Credit for the
Company's account, 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 sum of the aggregate principal amount of (i) the then-outstanding
Loans and (ii) the then-outstanding but undrawn Letters of Credit
would exceed the Availability.  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 Banks' commitment to make
Loans to the Company or issue Letters of Credit for the Company's
account shall be refunded.
        2.7     Principal Payments.
                       2.7.1     Optional Repayments.
Subject to the provisions of 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, ratably prepay Loans
other than Swing Loans in part in an amount not less than $250,000.00
for Prime Rate Loans or $500,000 for LIBOR Loans; provided, however,
that subject to the provisions of Sections 2.6 and 2.13, the Company
shall not repay the Loans other than Swing 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 on the
amount prepaid, if required by the Administrative Agent, and all
amounts required to be paid pursuant to Section 3.4.
                       2.7.2     Mandatory Repayments.
                       (a)     Availability Limit.  Should the
aggregate principal amount of the outstanding Loans at any time
exceed the Availability, the Company shall immediately repay such
excess to the Administrative Agent, for the account of the Banks;
provided, however, that in the event that the aggregate amount of
outstanding but undrawn Letters of Credit exceeds the Availability,
the Company shall deliver cash collateral to the Administrative Agent
in the amount of such excess.
                       (b)     Approved Parcel Dispositions.  If the
Company or any of its Subsidiaries 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 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; provided, however, that if any Disposition would cause
the number of Approved Parcels to be less than seven (7), the Company
shall repay the principal amount of all outstanding Loans, together
with all accrued but unpaid interest thereon and all other amounts
then owing under this Agreement, upon the closing of such
Disposition.
                       (c)     Application of Repayments.  Any
repayments pursuant to this subsection 2.7.2 shall be (i) subject to
Section 3.4, and (ii) applied first to any Prime Rate Loans then
outstanding and then to LIBOR Loans with the shortest Interest
Periods remaining.  Notwithstanding any contrary provision of this
subsection 2.7.2, but subject to the provisions of Section 2.6, there
shall be deemed outstanding on the Loans other than Swing 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.
                       2.7.3     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 2.6.
                       2.8     Interest.
                            2.8.1     Accrual Rate.
Subject to the provisions of subsection 2.8.3, each Loan shall bear
interest on the outstanding principal amount thereof from the date
when made (which, in the case of a drawing on a Letter of Credit, is
the date of such drawing) until it becomes due at a rate per annum
equal to LIBOR or the Prime 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 2.7.1 or 2.7.2 for the
portion of the Loans so repaid, if required by the Administrative
Agent, and upon payment (including prepayment) of the Loan in full.
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 remains uncured, 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 3.00% 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 Prime Rate
plus 3.00%; provided, however, that on and after the expiration of
any Interest Period applicable to any LIBOR 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 Prime 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), an unused commitment fee equal
to (i) 0.20% 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) 0.15% 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
October 1, January 1, April 1, July 1, and commencing July 1, 2001
(for the calendar quarter ending June 30, 2001).  In addition, the
Company shall pay to the Administrative Agent, for its own account or
for the account of the Banks, as applicable, such fees as required by
the letter agreement of even date herewith (the "Fee Letter") between
the Borrower and the Administrative Agent.
                  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 Prime Rate or the Reserve
Percentage shall become effective as of the opening of business on
the day on which such change in the Prime 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 2.13 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.
                       2.14.1     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.
                       2.14.2     Notwithstanding any contrary
provision of Section 4.1, the Administrative Agent and each Bank
acknowledges that, as of the date of this Agreement, each of the
Parcels identified on Exhibit E is an Approved Parcel having the
Appraised Value set forth therein.
                       2.14.3     In the event the quarterly operating
statements and rent rolls delivered to the Banks pursuant to Section
6.1(c) show that less than eighty percent (80%) of the net rentable
area of the improvements on any Approved Parcel are leased to, and
are occupied by, paying tenants under signed leases, any Bank may
submit a written request (a "Reduction Request") to the
Administrative Agent that the Approved Parcel Value of such Approved
Parcel be reduced to $0.00.  The Administrative Agent shall provide
each Bank with written notice of the Reduction Request and shall
request each Bank's written consent to such Reduction Request.  Any
reduction of the Approved Parcel Value for an Approved Parcel
pursuant to this Section 2.14.3 shall require the consent of the
Majority Banks.  Upon the reduction of the Approved Parcel Value for
any Approved Parcel pursuant to this Section 2.14.3, the Borrowing
Base and the Availability shall be recomputed taking account of such
reduction.  The Company may, at any time, request that the Approved
Parcel Value for any Approved Parcel that has been reduced pursuant
to this
Section 2.14.3 be redetermined by providing the Banks with (i) a
certified rent roll showing that at least eighty percent (80%) of the
net rentable area of the improvements on such Approved Parcel are
leased to, and are occupied by, paying tenants under signed leases,
and (ii) an operating statement for such Approved Parcel as of the
most recent calendar month, and, following receipt of such certified
rent roll and operating statement, the Approved Parcel Value shall
automatically be redetermined for such Approved Parcel based on the
operating statement delivered with the certified rent roll and the
Borrowing Base and the Availability shall be recomputed taking
account of such increased Approved Parcel Value.
                       2.14.4     At any time and from time to time
the Administrative Agent shall have the right to obtain a new
Appraisal of any Approved Parcel; provided, however, that so long as
no Event of Default has occurred and remains uncured, the Company
shall pay the cost of only one such Appraisal of each Approved Parcel
during any twenty-four (24) consecutive calendar month period.  For
each Approved Parcel, the Company may request in writing, not more
often than once during any twelve (12) consecutive calendar month
period, that the Administrative Agent obtain a new Appraisal of such
Approved Parcel at the Company's sole expense.
                  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)
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 Prime Rate Loans then outstanding and then to LIBOR Loans with
the shortest Interest Periods remaining).
                       2.16     Tenant Documents
 .  The Company shall deliver to the Administrative Agent (or cause
any Subsidiary of the Company to deliver to the Administrative
Agent), within sixty (60) days after the recording of a Mortgage
encumbering a Parcel for the benefit of the Administrative Agent and
the Banks:  (a) estoppel certificates, in form and substance
satisfactory to the Administrative Agent, executed by each tenant
whose lease covers at least twenty-five percent (25%) of the net
rentable area of the improvements located on such Parcel; and (b)
estoppel certificates and/or subordination, nondisturbance and
attornment agreements, in form and substance satisfactory to the
Administrative Agent, 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.  In
the event that the Company fails to deliver such estoppel
certificates or subordination, nondisturbance and attornment
agreements to the Administrative Agent within such sixty (60) day
period, such Parcel shall, at the option of the Majority Banks
exercised by written notice from the Administrative Agent to the
Company within sixty (60) days after the expiration of the sixty-day
period within which the Company is required to comply with the
provisions of this Section 2.16, cease to be an Approved Parcel.
Upon such written notice from the Administrative Agent, the
Availability shall 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 such written notice from the
Administrative Agent, any amounts payable pursuant to
Section 2.7.2(a).  The Banks shall be deemed to have waived their
right to cause a Parcel to cease to be an Approved Parcel pursuant to
this Section 2.16 if the Banks fail to act within sixty (60) days
after the end of the period within which the Company is required to
comply with the provisions of this Section 2.16.
                  2.17     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 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 2.7.2(a).
                  2.18     Increases and Decreases in Pro Rata Shares.
Upon the Company's satisfaction of all of the conditions set forth in
Section 4.2 of this Agreement, each Bank whose Pro Rata Share of the
combined Commitments of all of the Banks has increased, as evidenced
by the difference for each Bank between the Pro Rata Share reflected
in the Existing Credit Agreement and the Pro Rata Share reflected in
this Agreement, shall pay to the Administrative Agent, for
distribution to the Banks whose Pro Rata Shares of the combined
Commitments of all of the Banks has decreased pursuant to this
Agreement, an amount equal to the product of the increase in such
Bank's Pro Rata Share (expressed as a decimal) multiplied by the
aggregate outstanding principal amount of the Loans on the date of
determination.
                  2.19     Increase in Maximum Commitment Amount.
                       2.19.1     Subject to the provisions of Section
2.6, on the terms and subject to the conditions set forth in this
Section 2.19, the Company may, at any time and from time to time
prior to the Maturity Date, by notice to the Administrative Agent,
request an increase in the Maximum Commitment Amount by (i)
permitting any Bank to increase its Commitment (and accordingly
increase the Maximum Commitment Amount by such amount), or (ii)
inviting any Eligible Assignee that has previously been approved by
the Administrative Agent in writing to become a Bank under this
Agreement and to provide a commitment to lend hereunder (and
accordingly increase the Maximum Commitment Amount by such amount);
provided, however, that in no event shall such actions cause the
Maximum Commitment Amount to increase above $175,000,000.
                       2.19.2     Each of the Banks acknowledges and
agrees that, notwithstanding anything to the contrary in Section
10.1, (i) its consent to any such increase in the Maximum Commitment
Amount shall not be required and (ii) Eligible Assignees may be added
to this Agreement and any Bank may increase its Commitment without
the consent or agreement of the other Banks (provided, however, that
no Bank's Commitment may be increased without such Bank's consent),
so long as the Administrative Agent and the Company have consented in
writing to such Eligible Assignee or the increase in the Commitment
of any of the Banks, as applicable.
                       2.19.3     The Administrative Agent shall not
unreasonably withhold its consent to the Company's request for an
increase in the Maximum Commitment Amount under this Section 2.19
provided that the Company satisfies all of the following conditions
precedent:
                       (a)     any Eligible Assignee must be
acceptable to the Administrative Agent in its sole discretion;
                       (b)     the Company and each such Bank or
Eligible Assignee shall execute and deliver to the Administrative
Agent (for the benefit of the Administrative Agent, the Company and
such Bank or Eligible Assignee) supplemental signature pages to this
Agreement and any Co-Lender Agreement among the Administrative Agent
and the Banks relating to this Agreement, in the form of Exhibit I-1
attached hereto, in the case of a Bank, or in the form of Exhibit I-2
hereto in the case of an Eligible Assignee (each, a "Supplemental
Signature Page").
                       (c)     the Company shall pay a fee for such
increase which must be acceptable to the Administrative Agent in its
sole discretion;
                       (d)     the Administrative Agent shall have
sent written notice of each such request by the Company to the Banks,
together with notice of such Eligible Assignee's Commitment or such
Bank's increased Commitment, as the case may be, and the effective
date (the "Effective Date") of such increase in the Maximum
Commitment Amount as set forth in the Supplemental Signature Page;
and
                       (e)     all requirements of this Section 2.19
                       must be satisfied.
                  2.19.4     Upon the Effective Date, and despite any
contrary provision of this Agreement (i) each such Eligible Assignee
shall become a party to this Agreement, and thereafter shall have all
of the rights and obligations of a Bank hereunder, (ii) each such
Eligible Assignee or Bank shall simultaneously pay to the
Administrative Agent, for distribution to the Banks whose Pro Rata
Shares of the combined Commitments of all of the Banks has decreased
as a result of the new Commitment of such Eligible Assignee or the
increased Commitment of such Bank, an amount equal to the product of
such Eligible Assignee's Pro Rata Share (or the increase in such
Bank's Pro Rata Share), expressed as a decimal, multiplied by the
aggregate outstanding principal amount of the Loans on the date of
determination, and (iii) each such Eligible Assignee or Bank shall
thereafter be obligated to make its Pro Rata Share of Borrowings to
the Company up to and including the amount of such Eligible
Assignee's or Bank's Pro Rata Share of the increased Maximum
Commitment Amount, on the terms and subject to the conditions set
forth in this Agreement.
                  2.19.5     Notwithstanding any contrary provision of
this
Section 2.19, no increase in the Maximum Commitment Amount will be
permitted unless (a) all then outstanding Loans constitute Prime Rate
Loans or (b) the Interest Periods for all outstanding LIBOR Loans
will expire (and any new Interest Periods for any such LIBOR Loans
will commence) concurrently with the date on which any increase in
the Maximum Commitment Amount becomes effective.
                  2.19.6     The effectiveness of any increase in the
Maximum Commitment Amount pursuant to Section 2.19.1 is subject to
the Administrative Agent's receipt of a CLTA form 108.10 indorsement
or other comparable indorsement to each policy of title insurance
insuring a then-existing Deed of Trust, insuring that the validity
and priority of each such Deed of Trust is not affected by the
increase in the Maximum Commitment Amount.
        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 Loans, then, on
notice thereof by such Bank to the Company and the Administrative
Agent, the obligation of such Bank to make LIBOR 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 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 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 Loans to
such day, or immediately, if such Bank may not lawfully continue to
maintain such LIBOR Loans.
                       (c)     Notwithstanding any contrary provision
of Section 2.1, if the Company is required to prepay any LIBOR Loan
immediately as provided in subsection 3.2(b), then concurrently with
such prepayment the Company shall borrow a Prime Rate Loan from the
affected Bank in the amount of such repayment.
                       (d)     If the obligation of any Bank to make
or maintain LIBOR 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 Loans
shall instead be Prime 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 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 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 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 2.7.2) of a LIBOR Loan on a day which is not the last day of
the Interest Period with respect thereto;
                       (e)     the conversion pursuant to subsection
2.5 of any LIBOR Loan to a Prime 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 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 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 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 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 Loan or that the
LIBOR Rate applicable pursuant to subsection 2.9.1 for any requested
Interest Period with respect to a proposed LIBOR 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 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
Prime Rate Loans instead of LIBOR 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 2.14.2, 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
The Company owns fee title to such Parcel.
                       4.1.2     Satisfactory Parcel
Such Parcel either (a) is satisfactory to Majority Banks in their
sole and absolute discretion or (b) satisfies all of the following
conditions: (1) the Parcel is improved, and the improvements located
on such Parcel are and will be used solely for office, research and
development, bulk industrial or flexible industrial purposes, (2)
more than eighty percent (80%) of the net rentable area of the
improvements located on such Parcel is covered by signed leases with
third-party tenants having remaining terms of three (3) years or
longer, and (3) the Administrative Agent has received evidence in
form and substance satisfactory to the Administrative Agent of such
Parcel's compliance with the foregoing conditions.
                       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 the
Majority 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 not more than
                                 twelve (12) months prior to the date
                                 the Company submits the Parcel to
                                 the Administrative Agent for
                                 approval by the Banks, 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)  if such Parcel has been owned by the
                                 Company for more than one (1)
                                 calendar month but fewer than four
                                 (4) consecutive calendar quarters,
                                 monthly operating statements for
                                 such Parcel for each full calendar
                                 month that the Company has owned
                                 such Parcel;
                            (9)  at the Administrative Agent's
                                 request, a cost budget for any
                                 anticipated renovation of such
                                 Parcel;
                            (10) a duly executed Mortgage, Assignment
                                 of Leases, financing statement(s)
                                 and assignment of contracts covering
                                 such Parcel;
                            (11) such certificates relating to the
                                 authority of the Persons signing the
                                 documents required under
                                 Section 4.1.6(10) as the
                                 Administrative Agent may reasonably
                                 request;
                            (12) 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(10)
                                 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;
                            (13) 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;
                            (14) 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
                            (15) 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
thirty (30) 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, the
                            Fee Letter and the Environmental Indemnity
                            executed by the Company;
                            (b)  fully executed and acknowledged originals
                                 of a recordable modification agreement
                                 (the "Short Form Modification Agreement")
                                 substantially in the form attached as
                                 Exhibit F hereto to be recorded in each
                                 county in which a Mortgage encumbering a
                                 Parcel has been recorded prior to the
                                 Closing Date;
                            (c)  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;
                            (d)  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;
                            (e)  copies of the resolutions of the board of
                                 directors of each Subsidiary of the
                                 Company owning fee title to a Parcel
                                 listed on Exhibit E attached hereto,
                                 approving and authorizing the execution,
                                 delivery and performance by such
                                 Subsidiary of any Loan Documents to be
                                 delivered hereunder, certified as of the
                                 Closing Date by the Secretary or an
                                 Assistant Secretary of such Subsidiary;
                            (f)  a certificate of the Secretary or
                                 Assistant Secretary of each Subsidiary of
                                 the Company owning fee title to a Parcel
                                 listed on Exhibit E attached hereto,
                                 certifying the names and true signatures
                                 of the officers of such Subsidiary
                                 authorized to execute and deliver, as
                                 applicable, any Loan Documents to be
                                 delivered hereunder;
                            (g)  the articles or certificate of
                                 incorporation of the Company and of each
                                 of its Subsidiaries owning fee title to a
                                 Parcel listed on Exhibit E attached hereto
                                 as in effect on the Closing Date,
                                 certified by the Secretary of State of the
                                 state of incorporation of the Company or
                                 such Subsidiary, as applicable, as of a
                                 recent date and by the Secretary or
                                 Assistant Secretary of the Company or such
                                 Subsidiary, as applicable, as of the
                                 Closing Date; and
                            (h)  a good standing certificate for the
                                 Company and for each of its Subsidiaries
                                 owning fee title to a Parcel listed on
                                 Exhibit E attached hereto as in effect on
                                 the Closing Date 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 or such Subsidiary, as applicable,
                                 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;
                            (i)  an opinion of counsel to the Company
                                 acceptable to the Administrative Agent,
                                 addressed to the Administrative Agent,
                                 substantially in the form of Exhibit D-1;
                            (j)  opinions of local counsel to the
                                 Administrative Agent in the States of
                                 Arizona, Colorado and Washington addressed
                                 to the Administrative Agent and the Banks,
                                 substantially in the form of Exhibit D-2.
                            (k)  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)
                                 the calculation of the Borrowing Base as
                                 of March 31, 2001, is true and correct on
                                 and as of such date; (iii) no Default or
                                 Event of Default exists or would result
                                 from the initial Loan; and (iv) there has
                                 occurred since
December 31, 2000, no event or
circumstance that could reasonably be
expected to result in a Material Adverse
Effect;
                            (l)  a certified copy of financial statements
                                 of the Company and its Subsidiaries
                                 referred to in Section 5.11;
                            (m)  such other approvals, opinions or
                                 documents as the Administrative Agent may
                                 request;
                            (n)  such assurance as the Administrative Agent
                                 may require that the validity and priority
                                 of any Mortgage encumbering a Parcel prior
                                 to the Closing Date has not been and will
                                 not be impaired by this Agreement or the
                                 transactions contemplated by it, including
                                 but not limited to, a 110.5 Endorsement to
                                 be attached to each policy of title
                                 insurance insuring the lien of a Mortgage;
                            (o)  an Appraisal for each Parcel listed on
                                 Exhibit E attached hereto performed not
                                 more than twelve (12) months prior to the
                                 date of this Agreement; and
                            (p)  an environmental site assessment for each
                                 Parcel listed on Exhibit E attached hereto
                                 performed not more than five (5) years
                                 prior to the date of this Agreement,
                                 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.
        4.2.2               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.
                       4.2.3     Payment of Fees
Evidence of payment by the Company of all accrued and unpaid fees,
costs and expenses to the extent then due and payable on the Closing
Date.
                       4.2.4     Maximum Commitment Amount
The Maximum Commitment Amount shall be not less than $125,000,000.
                  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     Minimum Number of Approved Parcels
At least seven (7) Parcels shall be Approved Parcels.
                       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.
                  4.4     Letters of Credit
In addition to the conditions set forth in Sections 4.2 and 4.3, Bank
of America's obligation to issue any Letter of Credit is subject to
the satisfaction of all of the following conditions precedent on the
relevant issuance date:
                       4.4.1     The Company shall have executed and
delivered to the Administrative Agent an application and agreement
for standby letter of credit on Bank of America's standard form, a
copy of which is attached hereto as Exhibit G.
                       4.4.2     The Company shall have paid to the
Administrative Agent, (i) for the account of the Banks, a letter of
credit fee an amount equal to the Applicable Margin then applicable
to LIBOR Loans (expressed as a per annum rate) multiplied by the face
amount of the requested Letter of Credit and based on the expiry date
set forth therein, and (ii) for the account of Bank of America, all
other costs and expenses of Bank of America as issuer of the
requested Letter of Credit.
                  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.  The
Company and each of its Subsidiaries (c) has the power and authority,
and has obtained all governmental licenses, 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
(d) is in compliance with all Requirements of Law; except, in each
case referred to in clause (b) or clause (d), 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 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 or one or more of its Subsidiaries 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 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 and each of its Subsidiaries 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
and each of its Subsidiaries 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 and its Subsidiaries 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 or any of its
Subsidiaries 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, 2000, and the related
consolidated statements of operations, shareholders' equity and cash
flows for the year ended on that date:
                                 (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 date thereof, including
liabilities for taxes, material commitments and Contingent
Obligations.
                            (b)     Since December 31, 2000, there has been
no Material Adverse Effect.
                         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 and each of its Subsidiaries comply in all
respects with all Environmental Laws, except such non-compliance that
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 and each of its Subsidiaries 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, 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 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
or any of its Subsidiaries 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 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 and its Subsidiaries 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, and each of its Subsidiaries 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 corporation, partnership or other entity
other than those specifically disclosed in part (b) 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 and its Subsidiaries 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 or such Subsidiary
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.
                  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 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 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 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 in
accordance with GAAP;
                            (c)     as soon as available, but not later
than 60 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 balance sheet, income statement and cash flow
projections for the Company, together with a copy of the annual
business plan approved by the Company's board of directors, in each
case certified by an appropriate Responsible Officer of the Company
as being complete and correct in all material respects; and
                            (e)     not later than 60 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 and each of its Subsidiaries,
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 certificates previously delivered to the
Administrative Agent, (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
2.7.2(a), 7.3, 7.8, 7.10, 7.11, 7.12, 7.15, 7.16, 7.17 and 7.18, 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
or any of its Subsidiaries 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 and any Governmental Authority;
                            (c)     of the commencement of, or any material
development in, any litigation or proceeding affecting the Company or
any Subsidiary of the Company (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 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 or any Subsidiary of the Company 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 or any of its
Subsidiaries 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 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; and
                            (c)     use its reasonable efforts, in the
Ordinary Course of Business, to preserve its business organization.
                         6.5     Maintenance of Property
The Company shall maintain, and shall cause each of its Subsidiaries
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 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 or any Subsidiary of the Company
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 and its Subsidiaries 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 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 or any of its Subsidiaries) and adequate reserves in
accordance with GAAP are being maintained by the Company or such
Subsidiary;
                            (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 or any
of its Subsidiaries) and adequate reserves in accordance with GAAP
are being maintained by the Company or such Subsidiary; 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 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
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.  The
Company shall permit, and shall cause each of its Subsidiaries 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 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 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), (ii) financing the Company's operating
expenses, including development activities (subject to the provisions
of Sections 7.15 and 7.16), and (iii) providing working capital to
the Company.
                  6.12     Solvency
The Company shall at all times be, and shall cause each of its
Subsidiaries to be, Solvent.
                  6.13     Further Assurances.
Promptly upon request by the Administrative Agent, the Company shall
(and shall cause any of its Subsidiaries 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.
                  6.14     Registration of Capital Stock.
At least one class or series of outstanding shares of the Company's
Capital Stock shall be listed on the New York Stock Exchange or
another nationally recognized stock exchange.
             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 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 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 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
                            if any transaction shall be between a
                            Subsidiary and a wholly-owned Subsidiary,
                            the wholly-owned Subsidiary shall be the
                            continuing or surviving Person; and
                            (b)  any Subsidiary of the Company 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 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 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 partnerships, limited liability companies or
joint ventures whose assets, in the aggregate, do not at any time
exceed ten percent (10%) of the Gross Asset Value of the Company and
its consolidated subsidiaries at such time, (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; provided, however, that at any time the aggregate amount of
(i) advances, loans, extensions of credit or capital contributions
that the Company and its consolidated subsidiaries have made to
partnerships, limited liability companies or joint ventures, (ii) the
acquisition, development and construction costs, determined on a GAAP
basis before depreciation, of development projects with which the
Company or its consolidated subsidiaries are then involved, and
(iii) the value of undeveloped land then owned by the Company and its
consolidated subsidiaries, shall not exceed twenty percent (20%) of
the Gross Asset Value of the Company and its consolidated
subsidiaries at such time.
                  7.4     Limitation on Indebtedness
The Company shall not, and shall not suffer or permit any of its
Subsidiaries 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 in accordance with
customary terms and paid within the specified time, and (b) a loan
from the Company to Bedford Realty Partners, L.P., a California
limited partnership, in a principal amount not to exceed
$1,500,000.00.
                  7.5     Transactions with Affiliates
The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, enter into any transaction with any Affiliate of the
Company or of any such Subsidiary, 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; in each case (a) and (b), upon fair and
reasonable terms no less favorable to the Company or such Subsidiary
than would obtain in a comparable arm's-length transaction with a
Person not an Affiliate of the Company or such Subsidiary.
                  7.6     Use of Proceeds
The Company shall not, and shall not suffer or permit any of its
Subsidiaries 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 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 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 partnership, limited liability company or joint
venture whose assets, when combined with the aggregate assets of all
other such partnerships, limited liability companies and joint
ventures, do not exceed twenty percent (20%) of the Gross Asset Value
of the Company.
                  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 Asset Value 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 and all
other Contingent Obligations of the Company and its consolidated
subsidiaries) as of the end of any calendar quarter to (b) its Gross
Asset Value as of the end of such quarter, to be greater than 0.55 at
any time.
                  7.11     Interest Coverage Ratio.
The Company shall not permit the ratio of (a) its Cash Flow for any
calendar quarter to (b) its Interest Expense for such quarter, to be
less than 2.00 at any time.
                  7.12     Fixed Charge Coverage Ratio.
The Company shall not permit the ratio of (a) its Reserve-Adjusted
Cash Flow for any calendar quarter to (b) its Fixed Charges for such
quarter, to be less than 1.75 at any time.
                  7.13     Change in Business.
The Company shall not, and shall not suffer or permit any of its
Subsidiaries to, engage in any material line of business
substantially different from those lines of business carried on by it
on the date hereof.
                  7.14     Accounting Changes.
The Company shall not, and shall not suffer or permit any of its
Subsidiaries 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.
                  7.15     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;
provided, however, that when an Event of Default has occurred that
remains uncured, the Company shall not pay dividends to its
shareholders that exceed the minimum required for the Company to
maintain its status as a "Real Estate Investment Trust" under Section
857 of the Code.
                  7.16     Development Activity.
The Company shall not, and shall not permit any of its Subsidiaries
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 fifteen percent (15%) of
the Gross Asset Value of the Company and its consolidated
subsidiaries 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 Gross Asset Value
of the Company and its consolidated subsidiaries; and provided
further, however, that at any time the aggregate amount of
(i) advances, loans, extensions of credit or capital contributions
that the Company and its consolidated subsidiaries have made to
partnerships, limited liability companies or joint ventures, (ii) the
acquisition, development and construction costs, determined on a GAAP
basis before depreciation, of development projects with which the
Company or its consolidated subsidiaries are then involved, and
(iii) the value of undeveloped land then owned by the Company and its
consolidated subsidiaries, shall not exceed twenty percent (20%) of
the Gross Asset Value of the Company and its consolidated
subsidiaries at such time.  For purposes of this Section 7.16, real
estate development activity begins when the Company or any Subsidiary
first incurs costs relating to a project, and ends when (x) such
project has received a certificate of occupancy or equivalent
approval for the shell and core and (y) 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.
                  7.17     Undeveloped Land.
The Company will not, and will not permit any of its Subsidiaries to,
purchase undeveloped land, whether it is excess land adjacent to a
Parcel or otherwise, that (a) is not Entitled Land, or (b) causes the
aggregate value of undeveloped land owned by the Company and its
Subsidiaries, determined on a GAAP basis, to exceed ten percent (10%)
of the Gross Asset Value of the Company; provided, however, that at
any time the aggregate amount of (i) advances, loans, extensions of
credit or capital contributions that the Company and its consolidated
subsidiaries have made to partnerships, limited liability companies
or joint ventures, (ii) the acquisition, development and construction
costs, determined on a GAAP basis before depreciation, of development
projects with which the Company or its consolidated subsidiaries are
then involved, and (iii) the value of undeveloped land then owned by
the Company or its consolidated subsidiaries, shall not exceed twenty
percent (20%) of the Gross Asset Value of the Company at such time.
                  7.18     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 Fifty-five Million Four Hundred
Four Thousand Six Hundred Dollars ($255,404,600.00) plus (b) eighty-
five percent (85%) of the proceeds of any equity offering of the
Company (net of the reasonable expenses of such equity offering)
occurring after December 31, 2000.
             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 five (5) Business
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 or any of its
Subsidiaries 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,
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, 7.3, 7.4,
7.10, 7.11, 7.12, 7.15, 7.16, 7.17 or 7.18; 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 any default or event of default under any agreement
of the Company that, either by itself or together with any other such
defaults or events of default, relates to (i) recourse Indebtedness
in an aggregate principal amount in excess of $10,000,000, or
(ii) nonrecourse Indebtedness in an aggregate principal amount in
excess of $20,000,000; or
                       8.1.6     Insolvency; Voluntary Proceedings.
The Company or any of its Subsidiaries (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 or any Subsidiary of the Company, 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' 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 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 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
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 Administrative Agent; 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.

                  8.2     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 or the commitment
of Bank of America to issue Letters of Credit to be terminated,
whereupon such commitment shall forthwith be terminated; provided,
however, that the Administrative Agent and the Banks shall continue
to honor any outstanding Letter of Credit; 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     Security for Letters of Credit.
Require that the Company deposit with the Administrative Agent, for
the benefit of the Banks, on demand and as cash security for the
Company's obligations under the Loan Documents, an amount equal to
the aggregate undrawn amount of all then-outstanding Letters of
Credit (and the Company hereby grants to the Administrative Agent, as
administrative agent for the Banks, a security interest in any such
amount deposited with the Administrative Agent (and any amount
deposited with the Administrative Agent pursuant to subsection
2.6.2(a)), all earnings thereon and all proceeds thereof, and as to
such amounts the Administrative Agent shall have the rights and
remedies of a secured party under the California Uniform Commercial
Code); provided 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) such amounts shall automatically become due and payable
without further act of the Administrative Agent or the Banks; and
                  8.2.4     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 and the obligation of Bank of America to issue Letters of
Credit 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, 8.2.3 or 8.2.4
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 and (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.
             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 the Co-Lender Agreement described below.
                  9.2     The Administrative Agent's Powers.
Subject to the limitations set forth in the Loan Documents, the
Environmental Indemnity and the 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 the 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 the Co-Lender Agreement against the Administrative
Agent.
                  9.4     Acknowledgment of Co-Lender Agreement.
The Company acknowledges that the Banks have executed a Co-Lender
Agreement to supplement the Loan Documents with respect to the
relationship of the Banks and the Administrative Agent among
themselves in connection with the Loans.  The Co-Lender Agreement is
not a Loan Document.
                  9.5     Co-Agents.
None of the Banks identified on the face page or the signature pages
of this Agreement as a "Co-Agent" shall have any right, power,
obligation, liability, responsibility or duty under this Agreement or
the other Loan Documents other than those applicable to all Banks as
such.
                  9.6     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 that
would qualify as an Eligible Assignee.  Upon its acceptance of the
appointment as successor administrative agent, 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 that 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 or any of its Subsidiaries 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 the definitions of the terms
                                 "Collateral Value" or "Cash Flow Value" as
                                 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
                                 within fifteen (15) Business Days after
                                 demand (subject to subsections 4.1.12 and
                                 4.2.2) 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),
                                 syndication and execution 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
                                 within fifteen (15) Business Days after
                                 demand (subject to subsections 4.1.12 and
                                 4.2.2) 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) 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 4.2.2) for all appraisal
                                 (including the allocated cost of internal
                                 appraisal services), audit, environmental,
                                 inspection and review (including the
                                 allocated cost of such internal services),
                                 travel, 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, the Sole Lead Arranger 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 gross
negligence or willful misconduct of such Indemnified Person.  The
obligations in this Section 10.5 shall survive termination of any
Commitment and 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 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") with the written consent of
the Company and the Administrative Agent, which consent shall not be
unreasonably withheld (provided that no written consent of the
Company shall be required (a) after the occurrence and during the
continuance of an Event of Default or (b) in connection with any
assignment and delegation to an Affiliate of such Bank), 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
Bank that is or becomes a party to this Agreement from time to time
shall at all times retain an interest in the Loans, the Commitment
and the other rights and obligations of a Bank hereunder in an
aggregate principal amount of not less than Ten Million Dollars
($10,000,000.00); and provided further, 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 H, 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 H (the
"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 2.6, 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 the
Co-Lender Agreement, (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 the 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;
and (D) to such Bank's independent auditors and other professional
advisors.  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 Benefited.
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 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 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; Amendment and
                       Restatement
 .  This Agreement, together with the other Loan Documents, 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.  This Agreement amends, restates and supersedes in its
entirety the Existing Credit Agreement; provided, however, that any
LIBOR Loan (as defined in the Existing Credit Agreement) that remains
outstanding on and after the Closing Date shall continue to be a
valid LIBOR Loan governed by the terms of the Existing Credit
Agreement.
        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.
         [Remainder of page intentionally left blank]
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/ Peter B. Bedford
                 Peter B. Bedford
                 Chairman and Chief Executive Officer

                 Notice Address:

                 270 Lafayette Circle
                 Lafayette, California 94549
                 Attention:  Peter B. Bedford
                 Telephone No.:  (510) 283-8910
                 Telecopier No.:  (510) 283-5697
                 "Administrative Agent"

                 BANK OF AMERICA, NATIONAL ASSOCIATION,
                 successor to Bank of America National
                 Trust and Savings Association, as
                 Administrative Agent

                 By /s/Juliana M. Matson

                 Juliana M. Matson, Vice President
                           [Printed Name and Title]
                 Notice Address:

                 600 Montgomery  Street, 22nd Floor
                 San Francisco, California 94111
                 Attention:  Frank Stumpf
                 Telephone No.:  (415) 913-6368
                 Telecopier No.:  (415) 913-3445
                 "Banks"

                 BANK OF AMERICA, NATIONAL ASSOCIATION,
                 successor to Bank of America National
                 Trust and Savings Association


                 By /s/Juliana M. Matson

                 Juliana M. Matson, Vice President
                 [Printed Name and Title]
Commitment:  $50,000,000
                 Lending Office/Notice Address:

                 600 Montgomery Street, 22nd Floor
                 San Francisco, California 94111
                 Attention:  Frank Stumpf
                 Telephone No.:  (415) 913-6368
                 Telecopier No.:  (415) 913-3445
                 UNION BANK OF CALIFORNIA, N.A.
                 as Co-Agent and a Bank


                 By  __/s/David B. Murphy_________________________________
                         David B. Murphy, Vice President
Commitment:  $35,000,000
                 Lending Office/Notice Address:

                 350 California Street, 7th Floor
                 San Francisco, CA 94115
                 Attention:  David B. Murphy
                 Telephone No.:  (415) 705-7329
                 Telecopier No.:  (415) 433-7438

                  SANWA BANK CALIFORNIA,
a California corporation


                 By   /s/Nancy DalBello
                         Nancy DalBello, Vice President
Commitment:  $25,000,000
                 Lending Office/Notice Address:

                 One Front Street, 22nd Floor
                 San Francisco, CA 94111
                 Attention:  Nancy DalBello
                 Telephone No.:  (415) 597-5014
                 Telecopier No.:  (415) 597-5490

                 CITIZENS BANK OF RHODE ISLAND


                 By /s/Craig E. Schermerhorn
                            Craig E. Schermerhorn, Vice President
                                      [Printed Name and Title]
Commitment:  $25,000,000
                 Lending Office/Notice Address:

                 1 Citizens Plaza   RC 0440
                 Providence, RI  02903
                 Attention:  Craig Schermerhorn
                 Telephone No.:  (401) 455-5425
                 Telecopier No.:  (401) 282-4485
                       COMERICA BANK


                 By       /s/Casey Ostrander
                         Casey Ostrander, Account Officer

Commitment:  $15,000,000
                 Lending Office/Notice Address (Overnight
                 Mail):

                 Comerica Tower at Detroit Center
                 500 Woodward Avenue
                 Detroit, MI  48226
                 Attention:  Casey Ostrander
                 Telephone No.:  (313) 222-5286
                 Telecopier No.:  (313) 222-9295
                 Lending Office/Notice Address (U.S. Mail):

                 P.O. Box 75000
                 Detroit, MI  48275-3256
                 Attention:  Casey Ostrander
                 Telephone No.:  (313) 222-5286
                 Telecopier No.:  (313) 222-9295


<PAGE>
                CONSENT OF THIRD-PARTY TRUSTORS
Each of the undersigned consents to the foregoing Fifth
Amended and Restated Credit Agreement.
Dated as of May 18, 2001
                 ICMPI (CONCORD DIABLO 3), INC.,
                 a Delaware corporation


                 By      /s/Peter B. Bedford
                         Peter B. Bedford
                         Chief Executive Officer

                 ICMPI (CONCORD DIABLO 8), INC.,
                 a Delaware corporation


                 By __/s/Peter B. Bedford______
                         Peter B. Bedford
                         Chief Executive Officer


                 ICMPI (CONCORD MASON 18), INC.,
                 a Delaware corporation


                 By ___/s/Peter B. Bedford_____
                         Peter B. Bedford
                         Chief Executive Officer


<PAGE>
                           EXHIBIT A
                  [Form of Borrowing Notice]
                            (Date)
Bank of America, National Association,
   as Administrative Agent
600 Montgomery Street, 22nd Floor
San Francisco, California 94111
Attention:  Frank Stumpf

       Re:       $150,000,000 Secured Revolving Loan to Bedford
       Property Investors, Inc.; Loan
       No. ____________________; Borrowing Notice
       No. _________________________
Gentlemen:
Bedford Property Investors, Inc. (the "Company") hereby
requests a [Borrowing] [Letter of Credit][Swing Loan] on the terms
set forth below pursuant to Sections 2.1 and 2.4 of that certain
Fifth Amended and Restated Credit Agreement dated as of May 18, 2001,
among the Company, the Banks party thereto and Bank of America,
National Association, as Administrative Agent for the Banks (the
"Agreement").  Capitalized terms used herein and not defined herein
shall have the meanings given to them in the Agreement.
1.        [The amount of the [Borrowing][Swing Loan] is
U.S.$ __________ (minimum principal amount of $250,000 and increments
of $50,000 in excess thereof for Prime Rate Borrowings or Swing
Loans, and minimum principal amount of $500,000 and increments of
$100,000 in excess thereof for LIBOR Borrowings).]  [The amount of
the Letter of Credit is U.S.$_______________.]
2.        [The borrowing date will be ____________, 20__.]
[The issuance date of the Letter of Credit will be ___________, 20__,
and the expiry date of the Letter of Credit will be ___________,
20__.]
[3.       The Borrowing will be a [Prime Rate/LIBOR
Rate/Swing] Loan.]
[4.       If the Borrowing is to consist of LIBOR Loans, the
Interest Period will be _____ months, and will begin on
_______________, 20__, and will end on _______________, 20__.]
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][issuance of the requested Letter
of Credit]; and (iii) [with respect to the requested [Loan][Swing
Loan], all of the conditions of Section 4.3] [with respect to the
requested Letter of Credit, all of the conditions of Sections 4.3 and
4.4] of the Agreement have been satisfied (and will be satisfied on
the date such [Loan is made] [Letter of Credit is issued]).
                 BEDFORD PROPERTY INVESTORS, INC.,
                 a Maryland corporation,


                 By        ____________________________

                           ____________________________
                                [Printed Name and Title]

<PAGE>
                           EXHIBIT B
           [Form of Conversion/Continuation Notice]
                            (Date)
Bank of America, National Association,
   as Administrative Agent
600 Montgomery Street, 22nd Floor
San Francisco, California 94111
Attention:  Frank Stumpf

       Re:       $150,000,000 Revolving Loan to Bedford Property
       Investors, Inc.; Loan No. ____________________;
       Conversion/Continuation Notice No. ___________
Gentlemen:
Pursuant to Section 2.5 of that certain Fifth Amended and
Restated Credit Agreement dated as of May 18, 2001, among Bedford
Property Investors, Inc., a Maryland corporation (the "Company"), the
Banks party thereto and Bank of America, National Association, as
Administrative Agent for the Banks (the "Agreement"), the Company
hereby elects to [convert the [Prime Rate Loan/expiring LIBOR Loan]
described below into [a LIBOR Loan/a Prime Rate Loan] having the
terms described below] [continue the expiring LIBOR Loan described
below as a LIBOR Loan having the terms described below].  Capitalized
terms used herein and not defined herein shall have the meanings
given to them in the Agreement.
1.        The [conversion/continuation] date is
_______________, 20__.
2.        The aggregate amount of Loans to be [converted to
[LIBOR Loans] [Prime Rate Loans]/continued as LIBOR Loans] is U.S.$
____________.
3.        The Company requests [conversion of
U.S.$ _______________ of [Prime Rate Loans] [LIBOR Loans] to [a LIBOR
Loan having an Interest Period of _____ months, beginning on
_______________, 20__, and ending on _______________, 20__] [a Prime
Rate Loan]] [continuation of U.S.$ _______________ of LIBOR Loans as
a LIBOR Loan having an Interest Period of _____ months, beginning on
_______________, 20__, and ending on _______________, 20__.
                 BEDFORD PROPERTY INVESTORS, INC.,
                 a Maryland corporation,


                 By        ____________________________

                           ____________________________
                                [Printed Name and Title]


                 
<PAGE>
                           EXHIBIT C
                   [Form of Revolving Note]
                        REVOLVING NOTE
$_____________                                   San Francisco, California
                                                           _________, 20__

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 Association,
Administrative Agent for the Bank, at 600 Montgomery Street, 22nd
Floor (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 Fifth Amended and Restated Credit
Agreement dated as of May 18, 2001 (the "Agreement") among the
Company, the Banks party thereto and Bank of America, National
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 Prime 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 Prime Rate
Loans shall take effect on the day specified in the public
announcement of the change in the Prime 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.
All unpaid principal and interest outstanding hereunder
shall be due and payable on June 1, 2004; 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-1
                 [Form of Opinion of Counsel]

                     _______________, 2001

The Banks Party to the Credit
Agreement Described Below

Bank of America, National Association,
  as Administrative Agent
600 Montgomery Street, 22nd Floor
San Francisco, California  94111
Attention:  Frank Stumpf

       Re:       $150,000,000 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 and to each of its
subsidiaries listed on Schedule 1 attached hereto and incorporated
herein by this reference (each, a "Subsidiary") 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 and
the Subsidiaries, we have examined all of the following documents
(collectively, the "Loan Documents"):
1.        Fifth Amended and Restated Credit Agreement dated as
of May 18, 2001, among the Company, the Banks, and Bank of America,
National Association, as administrative agent for the Banks (in such
capacity, the "Administrative Agent") (the "Credit Agreement");
2.        Revolving Note made by the Company and payable to
the order of Bank of America, National Association ("Bank of
America") in the maximum principal amount of $50,000,000.00;
3.        Revolving Note made by the Company and payable to
the order of Union Bank of California, N.A. ("Union") in the maximum
principal amount of $35,000,000.00;
4.        Revolving Note made by the Company and payable to
the order of Sanwa Bank California, a California corporation
("Sanwa") in the maximum principal amount of $25,000,000.00;
5.        Revolving Note made by the Company and payable to
the order of Citizens Bank of Rhode Island ("Citizens") in the
maximum principal amount of $25,000,000.00;
6.        Revolving Note made by the Company and payable to
the order of Comerica Bank ("Comerica") in the maximum principal
amount of $15,000,000.00;
7.        Revolving Note made by the Company and payable to
the order of Bank of America in the maximum principal amount of
$25,000,000.00;
8.        Fourth Amended and Restated Environmental Indemnity
made by the Company for the benefit of the Banks;
9.        Modification Agreement (Short Form) executed by the
Company or a Subsidiary of the Company and the Administrative Agent
in connection with a Mortgage or Deed of Trust securing the Company's
obligations to the Banks under the Credit Agreement and each of the
Revolving Notes described as items 2 through 7, above;
10.       Secretary's Certificate executed by the Company's
secretary;
11.       Secretary's Certificate executed by the secretary of
ICMPI (Concord Diablo 3), Inc., a Delaware corporation ("Concord
Diablo 3");
12.       Secretary's Certificate executed by the Secretary of
by ICMPI (Concord Diablo 8), Inc., a Delaware corporation ("Concord
Diablo 8"); and
13.       Secretary's Certificate executed by the secretary of
ICMPI (Concord Mason 18), Inc., a Delaware corporation ("Concord
Mason 18").
The documents referred to in numbered paragraphs 1 through
8, 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 to which it is a party and all other documents and
agreements it may execute concurrently with the Credit Documents.
2.        Each Subsidiary is a corporation duly organized,
existing and in good standing under the laws of the State of
Delaware, and is duly qualified as a foreign corporation to do
business in the jurisdictions shown on Schedule 1.  Each Subsidiary
has the full right, power and authority to execute, deliver and
perform its obligations under the Modification Agreement and such
other documents and agreements it may execute concurrently with the
execution by the Company of the Credit Documents (collectively, as to
each Subsidiary, the "Collateral Documents").
3.        The Company's execution, delivery and performance of
the Credit Documents to which it is a party, and each Subsidiary's
execution, delivery and performance of the Collateral Documents to
which it is a party (i) have been duly authorized by all necessary
corporate action, (ii) do not conflict with any term or provision of
the Company's or such Subsidiary'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 or such Subsidiary's articles of incorporation or bylaws.
4.        There are no actions, suits, proceedings, claims or
disputes pending or threatened, at law, in equity, in arbitration or
before any governmental authority, against the Company which purport
to affect or pertain to any of the transactions contemplated by the
Credit Documents.  As to each Subsidiary, there are no actions,
suits, proceedings, claims or disputes pending or threatened, at law,
in equity, in arbitration or before any governmental authority,
against such Subsidiary which purport to affect or pertain to any of
the transactions contemplated by the Collateral Documents to which it
is a party.
5.        The Credit Documents to which the Company is a party
constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective
terms.  As to each Subsidiary, the Collateral Documents to which such
Subsidiary is a party constitute legal, valid and binding obligations
of such Subsidiary, enforceable against such Subsidiary 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>
                           SCHEDULE 1
                         TO EXHIBIT D


                     List of Subsidiaries
ICMPI (Concord Diablo 3), Inc., a Delaware corporation
California
ICMPI (Concord Diablo 8), Inc., a Delaware corporation
California
ICMPI (Concord Mason 18), Inc., a Delaware corporation
California


<PAGE>
                          EXHIBIT D-2
      [Form of Opinion of Administrative Agent's Counsel]
                     _______________, 2001

The Banks Party to the Credit
Agreement Described Below

Bank of America, National Association,
  as Administrative Agent
600 Montgomery Street, 22nd Floor
San Francisco, California  94111
Attention:  Frank Stumpf

       Re:       $150,000,000 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 special local counsel in the state of
_____________ (the "State") to Bank of America, National Association,
as Administrative Agent (in such capacity, the "Administrative
Agent"), and Bank of America, National Association, as a bank (in
such capacity, "Bank of America"), in connection with that certain
Fifth Amended and Restated Credit Agreement, dated as of May 18, 2001
(the "Credit Agreement"), among the Company, Administrative Agent,
Bank of America and the other "Banks" that are parties thereto, and
the other Loan Documents referred to in the Credit Agreement.
This opinion is furnished to you pursuant to the Credit
Agreement.  Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein as therein defined.
In connection with this opinion, we have examined
execution copies of (i) the Credit Agreement and (ii) each of the
documents listed on Annex I hereto (collectively, the "State Security
Documents"; together with the Credit Agreement, the "Loan
Documents").  We have also examined such other documents as we have
deemed necessary or appropriate for the purpose of giving this
opinion.  For the purposes of this opinion, we have assumed:  (i) the
genuineness of all signatures; (ii) the authenticity of all documents
submitted to us as originals; and (iii) the conformity to original
documents of documents submitted to us as certified or photostatic
copies.
You have advised us that in rendering this opinion, we may
assume that: (i) the Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Maryland; (ii) the Company is duly qualified as a foreign corporation
and is in good standing under the laws of the State; (iii) the
actions of each of the Banks and the Administrative Agent are
permitted under their respective certificates of incorporation,
bylaws and other organizational or governing documents; and (iv) the
execution, delivery and performance of each of the Loan Documents has
been duly authorized by the respective parties thereto in the form of
the execution copies reviewed by us.
Based on the foregoing, we are of the opinion that:
1.        Neither the execution and delivery of the Loan
Documents by any entity that is a party thereto, nor the performance
by any such entity of any of its obligations thereunder, does or will
violate any applicable Requirement of Law of the State.
2.        No license, authorization, consent, exemption,
franchise or other approval of, permit or action by, or registration,
declaration or filing with, any Governmental Authority of the State
or any political subdivision thereof is required on the part of any
entity in connection with its execution and delivery of, and the
performance of its obligations under, any of the Loan Documents, or
the grant of the liens and security interests created by the State
Security Documents, or for the exercise by the Administrative Agent
of its rights and remedies thereunder, except for the recordation of
the State Security Documents referred to in paragraph 3, below.
3.        Each State Security Document listed on Annex I
hereto (a) is in proper form for execution and recording in the
office of the __________ County Recorder (the "Filing Office"), (b)
when recorded in the Filing Office, will impart constructive notice
to third parties, and (c) constitutes a valid modification of the
[mortgage] [deed of trust] to which it relates, enforceable in
accordance with its terms under all applicable laws in effect in the
State.
The opinions set forth herein are subject to the following
limitations, qualifications, and exceptions:
             [insert any qualifications regarding
       creditor's rights, nonjudicial foreclosure, etc.]
We have not made or undertaken to make any investigation
of the state of title to the real property and personal property
described in the State Security Documents, and we express no opinion
with respect to the title thereto.  We understand that you are
relying on your own examinations of title to real and personal
property and on a policy of title insurance as to your interests
under the State Security Documents listed on Annex I.  We express no
opinion concerning the priority of any liens or security interests in
real property, fixtures or personal property in connection with the
transaction.
This opinion is rendered in connection with the
transaction contemplated by the Loan Documents, and is intended
solely for your guidance in connection therewith.  Our opinion speaks
only as of the date hereof.  This opinion is not to be relied upon in
any other context, nor is it to be relied upon by any other person or
entity for any reason whatsoever.
                      Very truly yours,

                                
<PAGE>
                            ANNEX I
                   State Security Documents
1.        Modification Agreement (Short Form--_______ County)
executed by the Company and the Administrative Agent, as
administrative agent for itself and the other Banks, to be recorded
in the official records of ___________ County, __________.



<PAGE>
                           EXHIBIT E
                       Approved Parcels
                     California Properties

1.        Village Green:  Real property located in Contra Costa
County, California encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing dated as
of July 1, 1994, recorded on July 7, 1994, in the Official Records of
Contra Costa County, California, as Instrument No. 94-176593.
Appraised Value is $3,540,000.
2.        Concord Diablo 3:  Real property located in Contra Costa
County, California encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing (Third
Party), recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument
No. 95-215846, and rerecorded on February 13, 1996 as Instrument
No. 96-25838.  Appraised Value is $2,180,000.
3.        Concord Diablo 8:  Real property located in Contra Costa
County, California encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing (Third
Party), recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument
No. 95-215848, and rerecorded on February 13, 1996 as Instrument
No. 96-25840.  Appraised Value is $3,320,000.
4.        Concord Mason 18:  Real property located in Contra Costa
County, California encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing (Third
Party), recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument
No. 95-215850.  Appraised Value is $1,850,000.
5.        Lundy:  Real property located in Santa Clara County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing, recorded on
December 4, 1996, in the Official Records of Santa Clara County,
California, as Instrument No. 13542186.  Appraised Value is
$10,800,000.
6.        Laguna Hills:  Real property located in Orange County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing, recorded on
December 4, 1996, in the Official Records of Orange County,
California, as Instrument No. 19960614118.  Appraised Value is
$8,600,000.
7.        Spinnaker:  Real property located in Alameda County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing dated as of
October 6, 1997, recorded on October 10, 1997, in the Official
Records of Alameda County, California, as Instrument No. 97265982.
Appraised Value is $20,250,000.
19.       Petaluma:  Real property located in Sonoma County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing dated as of
October 6, 1997, recorded on October 10, 1997, in the Official
Records of Sonoma County, California, as Instrument
No. 1997-00922902.  Appraised Value is $9,900,000.
22.       Oakridge:  Real property located in San Diego County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing dated as of April 13,
1998, recorded on
April 30, 1998, in the Official Records of San Diego County,
California, as Instrument No. 98-02477-60.  Appraised Value is
$3,425,000.
23.       Monterey:  Real property located in Monterey County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing dated as of June 22,
1998, recorded on June 30, 1998, in the Official Records of Monterey
County, California, as Instrument No. 9842640.  Appraised Value is
$12,450,000.
24.       Canyon Park:  Real property located in Contra Costa
County, California encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing dated as
of May 13, 1998, recorded on June 30, 1998, in the Official Records
of Contra Costa County, California, as Instrument
No. 98-0149676-00.  Appraised Value is $7,500,000.
25.       Parkpoint Business Center:  Real property located in
Sonoma County, California encumbered by that certain Deed of Trust
with Assignment of Rents, Security Agreement and Fixture Filing dated
as of June 22, 1998, recorded on October 28, 1998, in the Official
Records of Sonoma County, California, as Instrument No. 1998-0127315.
Appraised Value is $7,400,000.
26.       GEOCON:  Real property located in San Diego County,
California encumbered by that certain Deed of Trust with Assignment
of Rents, Security Agreement and Fixture Filing dated as of May 27,
1999, recorded on
May 27, 1999, in the Official Records of San Diego County,
California, as Instrument No. 0364052.  Appraised Value is
$3,500,000.
27.       Oakmead Business Park:  Real property located in Sonoma
County, California encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing dated May
27, 1999, recorded on May 27, 1999, in the Official Records of Sonoma
County, California, as Instrument
No. 1999-0068162.  Appraised Value is $5,300,000.
28.       2180 & 2190 S. McDowell Blvd.:  Real property located in
Sonoma County, California encumbered by that certain Deed of Trust
with Assignment of Rents, Security Agreement and Fixture Filing dated
as of May 27, 1999, recorded on May 27, 1999, in the Official Records
of Sonoma County, California, as Instrument No. 1999-0068164.
Appraised Value is $6,550,000.
                      Arizona Properties
1.        Troika:  Real property located in Pima County, Arizona
encumbered by that certain Deed of Trust with Assignment of Rents and
Leases, Security Agreement and Fixture Filing dated as of October 6,
1997, recorded on October 10, 1997, in the Official Records of Pima
County, Arizona as Instrument No. 97167094.  Appraised Value is
$5,350,000.
2.        Butterfield:  Real property located in Pima County,
Arizona encumbered by that certain Deed of Trust with Assignment of
Rents and Leases, Security Agreement and Fixture Filing dated as of
June 1, 1998, recorded on June 30, 1998, in the Official Records of
Pima County, Arizona, as Instrument No. 10828-577.  Appraised Value
is $5,300,000.
3.        Cimarron Business:  Real property located in Maricopa
County, Arizona encumbered by that certain Deed of Trust with
Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of May 27, 1999, recorded on May 27, 1999, in the Official
Records of Maricopa County, Arizona, as Instrument No. 99-0505727.
Appraised Value is $7,730,000.
4.        Phoenix Tech:  Real property located in Maricopa County,
Arizona encumbered by that certain Deed of Trust with Assignment of
Leases and Rents, Security Agreement and Fixture Filing dated as of
February 5, 2001, recorded on February 16, 2001, in the Official
Records of Maricopa County, Arizona, as Instrument No. 01-0117651.
Appraised Value is $4,250,000.
5.        Mountain Pointe:  Real property located in Maricopa
County, Arizona encumbered by that certain Deed of Trust with
Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of February 5, 2001, recorded on February 15, 2001, in the
Official Records of Maricopa County, Arizona, as Instrument No. 01-
0116823.  Appraised Value is 6,900,000.
                      Washington Property
1.        Adobe:  Real property located in King County, Washington
encumbered by that certain Deed of Trust with Assignment of Rents,
Assignment of Nondisturbance Agreements, Security Agreement and
Fixture Filing dated as of
June 4, 1999, recorded on June 4, 1999, in the Official Records of
King County, Washington, as Instrument No. 990604-838.  Appraised
Value is $52,200,000.
2.        Highlands A & B:  Real property located in Snohomish
County, Washington encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing dated as
of February 5, 2001, recorded on February 15, 2001, in the Official
Records of Snohomish County, Washington, as Instrument
No. 200102150570.  Appraised Value is $21,457,705,02.
3.        Federal Way Building II:  Real property located in King
County, Washington encumbered by that certain Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing dated as
of February 5, 2001, recorded on
May 11, 2001, in the Official Records of King County, Washington, as
Instrument No. 2001-0511001159.  Appraised Value is $17,350,000.

<PAGE>
                           EXHIBIT F
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

BANK OF AMERICA, N.A.
SF-SDG #9105
600 Montgomery Street, 22nd Floor
San Francisco, California  94111
Attn.:  Ms. Shefali M. Patel
Loan No. 211522
______________________________________________________________________
______
                                         SPACE ABOVE THIS LINE
                                            FOR RECORDER'S USE

                    MODIFICATION AGREEMENT
            (Short Form - Contra Costa County, CA)
This Modification Agreement (the "Agreement") is made
and entered into as of May 18, 2001, by BEDFORD PROPERTY INVESTORS,
INC., a Maryland corporation ("Borrower"), and BANK OF AMERICA,
NATIONAL ASSOCIATION, successor in interest by merger to Bank of
America National Trust and Savings Association, in its capacity as
administrative agent for the Banks pursuant to the terms of the
Credit Agreement described below (in such capacity, the
"Administrative Agent").
                      Factual Background
A.        Pursuant to that certain Fourth Amended and Restated
Credit Agreement dated as of June 15, 1998 (as amended from time to
time, the "Original Credit Agreement"), among Borrower, the banks
from time to time party thereto (each, a "Bank" and collectively, the
"Banks") and Bank of America National Trust and Savings Association
("Bank of America"), the Administrative Agent's predecessor in
interest, as "Administrative Agent," the Banks agreed to make
available to Borrower a secured revolving line of credit in the
maximum aggregate principal amount of $175,000,000.00 (the "Credit
Line").
B.        Borrower's obligation to repay amounts outstanding from
time to time under the Credit Line is evidenced by certain Revolving
Notes, each made payable to a Bank, in the aggregate stated principal
amount of $175,000,000.00 (collectively, the "Original Notes").
C.        The Original Credit Agreement and the Original Notes are
collectively secured by, among other things, (a) those certain deeds
of trust (collectively, as heretofore modified, the "Deeds of Trust")
more particularly described on Exhibit A attached hereto, each
executed by Borrower (unless otherwise noted), as trustor or grantor,
for the benefit of either the Administrative Agent or its predecessor
in interest, as administrative agent for the Banks, as beneficiary,
and (b) those certain assignments of leases (collectively, as
heretofore modified, the "Lease Assignments") more particularly
described on Exhibit A attached hereto, each executed by Borrower
(unless otherwise noted), as assignor, in favor of either the
Administrative Agent or its predecessor in interest, as
administrative agent for the Banks, as assignee.  The Deeds of Trust
and the Lease Assignments encumber certain real property more
particularly described therein (collectively, the "Property").
D.        In connection with the Credit Line, Borrower executed an
unsecured Third Amended and Restated Unsecured Indemnity Agreement
(the "Existing Unsecured Indemnity").  The Existing Unsecured
Indemnity is not a Loan Document as defined below.
E.        Concurrently with the execution of this Modification
Agreement, (i) Borrower, the Administrative Agent and the Banks have
made and entered into a Fifth Amended and Restated Credit Agreement
(the "Credit Agreement") dated as of the date hereof, pursuant to
which such parties amended and restated the Original Credit Agreement
in its entirety, and (ii) Borrower has executed and delivered to the
Banks Revolving Notes (collectively, the "Notes"), each dated the
date hereof and payable to the order of a Bank in the maximum
aggregate principal amount of $150,000,000.00, pursuant to which the
Original Notes have been amended and restated in their entirety.
F.        In connection with the Credit Agreement and the Notes,
Borrower has executed a Fourth Amended and Restated Indemnity
Agreement (the "Unsecured Indemnity"), which amends and restates the
Existing Unsecured Indemnity in its entirety.
G.        Borrower and the Administrative Agent, with the consent of
the Banks, have agreed to modify the Deeds of Trust and the Lease
Assignments so as to secure the obligations of Borrower evidenced by
the Original Credit Agreement and the Original Notes, as amended and
restated by the Credit Agreement and the Notes, respectively.
H.        The Credit Agreement, the Notes, the Deeds of Trust, the
Lease Assignments and all other documents evidencing, securing or
otherwise pertaining to the Credit Line (but excluding the Unsecured
Indemnity) are hereinafter collectively referred to as the "Loan
Documents".  This Agreement is a Loan Document.
                           Agreement
Therefore, Borrower and the Administrative Agent, as
administrative agent for the Banks, agree as follows:
1.        The Deeds of Trust are each hereby modified:
(a)     by deleting Section 1.1(i) in its entirety; and
(b)     to secure, in addition to the indebtedness and
other obligations heretofore secured by the Deeds of Trust, the
payment and performance of all of Borrower's obligations under
the Credit Agreement, the Notes and the other Loan Documents,
and all amendments, modifications, supplements, replacements,
extensions, renewals and substitutions of or for any and/or all
of the foregoing.
2.        The Lease Assignments are each hereby modified so
that each reference to the term "credit agreement" or "Agreement"
therein shall refer to the Credit Agreement.
3.        Among other things, the Original Credit Agreement
has been amended and restated by the Credit Agreement and the
Original Notes have been amended and restated by the Notes to (i)
reduce the maximum aggregate principal amount of the Credit Line from
$175,000,000.00 to $150,000,000.00, (ii) extend the maturity date of
the Credit Line, and (iii) provide that the maximum aggregate
principal amount of the Credit Line may in the future be increased
from $150,000,000.00 to $175,000,000.00 on the terms and subject to
certain conditions set forth in the Credit Agreement.
4.        The Credit Agreement and the Notes are incorporated
in this Agreement by this reference, the same as though set forth
herein in full.
5.        Capitalized terms used herein and not otherwise
defined herein shall have the meaning given such terms in the Credit
Agreement.
The foregoing notwithstanding, certain obligations
(including, without limitation, obligations under the Unsecured
Indemnity and any amendment or amendment and restatement of the
Unsecured Indemnity) continue to be excluded from the "Secured
Obligations", as defined in each of the Deeds of Trust.
This Agreement may be executed in counterparts, each of
which, when taken together, shall constitute the whole of this
Agreement.
                   "Borrower"
                   BEDFORD PROPERTY INVESTORS, INC.,
                       a Maryland corporation
                       By       ________________________________
       Peter B. Bedford
         Chairman and
    Chief Executive Officer
                   "Administrative Agent"
                   BANK OF AMERICA,
                   NATIONAL ASSOCIATION,
                   as Administrative Agent
                   By        ______________________________
                             ______________________________
                                [Printed Name and Title]

                                
<PAGE>
                        ACKNOWLEDGMENT
State of California      )
                         ) ss.
County of ______________ )
On ________________________ before me, _____________________, Notary
Public, personally appeared _______________________________,




      personally known to me or        proved to me on the basis of
satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
____________________________
State of California         )
                  ) ss.
County of ______________    )
On ________________________ before me, _____________________, Notary
Public, personally appeared _______________________________,




      personally known to me or        proved to me on the basis of
satisfactory evidence to be to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal.
____________________________



                           EXHIBIT A
             Deeds of Trust and Lease Assignments
                      Arizona Properties
1. Troika (2480 N. Arcadia Ave., Tucson, AZ (Property No.
0265)):  Deed of Trust with Assignment of Rents and Leases, Security
Agreement and Fixture Filing, executed by Borrower, as trustor, for
the benefit of Bank of America as the "Administrative Agent",
recorded on October 10, 1997, in the Official Records of Pima County,
Arizona as Instrument No. 97167094.  Assignment of Leases and Rents,
executed by Borrower, as assignor, in favor of Bank of America as the
"Administrative Agent", as assignee, recorded on October 10, 1997, in
the Official Records of Pima County, Arizona as Instrument
No. 97167095.
2. Butterfield Technology Center (4755-4775 S. Butterfield,
Tucson, AZ (Property No. 0282)):  Deed of Trust with Assignment of
Rents and Leases, Security Agreement and Fixture Filing, executed by
Borrower, as trustor, for the benefit of Bank of America as the
"Administrative Agent", recorded on June 30, 1998, in the Official
Records of Pima County, Arizona, as Instrument No. 10828-577.
Assignment of Leases and Rents, executed by Borrower, as assignor, in
favor of Bank of America as the "Administrative Agent", as assignee,
recorded on June 30, 1998, in the Official Records of Pima County,
Arizona, as Instrument No. 10828-599.
3. Cimarron Business (14305-14525 North 79th St., Scottsdale,
AZ (Property No. 0302)):  Deed of Trust with Assignment of Leases and
Rents, Security Agreement and Fixture Filing, executed by Borrower,
as trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on May 27, 1999, in the Official Records of Maricopa
County, Arizona, as Instrument No. 99-0505727.  Assignment of Leases,
executed by Borrower, as assignor, in favor of Bank of America as the
"Administrative Agent", as assignee, recorded on May 27, 1999, in the
Official Records of Maricopa County, Arizona, as Instrument No. 99-
0505728.
4. Phoenix Tech (10232 South 51st St., Phoenix, AZ (Property
No. 0315)):  Deed of Trust with Assignment of Leases and Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
trustor, for the benefit of the Administrative Agent, recorded on
February 16, 2001, in the Official Records of Maricopa County,
Arizona, as Instrument No. 01-0117651.  Assignment of Leases,
executed by Borrower, as assignor, in favor of the Administrative
Agent, as assignee, recorded on February 16, 2001, in the Official
Records of Maricopa County, Arizona, as Instrument No. 01-0117653.
5. Mountain Pointe (8211 South 48th St., Tempe, AZ (Property
No. 0296)):  Deed of Trust with Assignment of Leases and Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
trustor, for the benefit of the Administrative Agent, recorded on
February 15, 2001, in the Official Records of Maricopa County,
Arizona, as Instrument No. 01-0116823.  Assignment of Leases,
executed by Borrower, as assignor, in favor of the Administrative
Agent, as assignee, recorded on February 16, 2001, in the Official
Records of Maricopa County, Arizona, as Instrument No. 01-0116825.
                     California Properties
1. Village Green (250, 260 & 276 Lafayette Circle, Lafayette,
CA (Property No. 0211)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on July 7, 1994, in the Official Records of Contra
Costa County, California, as Instrument No. 94-176593.  Assignment of
Leases, executed by Borrower, as assignor, in favor of Bank of
America as the "Administrative Agent", as assignee, recorded on July
7, 1994, in the Official Records of Contra Costa County, California,
as Instrument
No. 94-176594.
2. Contra Costa Diablo, Bldg. 3 (4040 Pike Lane, Concord, CA
(Property No. 0200)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing (Third Party) executed by ICMPI
(Concord Diablo 3), Inc., a Delaware corporation
("Concord 3"), as trustor, for the benefit of Bank of America as the
"Administrative Agent", recorded on December 14, 1995, in the
Official Records of Contra Costa County, California, as Instrument
No. 95-215846, and rerecorded on February 13, 1996, as Instrument
No. 96-25838.  Assignment of Leases executed by Concord 3, as
assignor, in favor of Bank of America as the "Administrative Agent",
as assignee, recorded on December 14, 1995, in the Official Records
of Contra Costa County, California, as Instrument No. 95-215847, and
rerecorded on February 13, 1996 as Instrument No. 96-25839.
3. Contra Costa Diablo, Bldg. 8 (4095 Pike Lane, Concord, CA
(Property No. 0201)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing (Third Party) executed by ICMPI
(Concord Diablo 8), Inc., a Delaware corporation ("Concord 8"), as
trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on December 14, 1995, in the Official Records of
Contra Costa County, California, as Instrument No. 95-215848, and
rerecorded on February 13, 1996, as Instrument No. 96-25840.
Assignment of Leases executed by Concord 8, as assignor, in favor of
Bank of America as the "Administrative Agent", as assignee, recorded
on December 14, 1995, in the Official Records of Contra Costa County,
California, as Instrument No. 95-215849, and rerecorded on
February 13, 1996 as Instrument No. 96-25841.
4. Mason Industrial Park #18 (140 Mason Circle, Concord, CA
(Property No. 0202)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing (Third Party) executed by ICMPI
(Concord Mason 18), Inc., a Delaware corporation ("Concord Mason
18"), as trustor, for the benefit of Bank of America as the
"Administrative Agent", recorded on December 14, 1995, in the
Official Records of Contra Costa County, California, as Instrument
No. 95-215850.  Assignment of Leases executed by Concord Mason 18, as
assignor, in favor of Bank of America as the "Administrative Agent",
as assignee, and recorded on December 14, 1995, in the Official
Records of Contra Costa County, California, as Instrument No. 95-
215851.
5. Lundy Avenue (2105-2125 Lundy Drive, San Jose, CA
(Property No. 0240)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on December 4, 1996, in the Official Records of
Santa Clara County, California, as Instrument No. 13542186.
Assignment of Leases, executed by Borrower, as assignor, in favor of
Bank of America as the "Administrative Agent", as assignee, recorded
on December 4, 1996, in the Official Records of Santa Clara County,
California, as Instrument No. 13542187.
6. Laguna Hills Square (24401, 24111, 24421 & 24431 Calle de
la Louisa, Laguna Niguel, CA (Property No. 0235)):  Deed of Trust
with Assignment of Rents, Security Agreement and Fixture Filing,
executed by Borrower, as trustor, for the benefit of Bank of America
as the "Administrative Agent", recorded on December 4, 1996, in the
Official Records of Orange County, California, as Instrument
No. 19960614118.  Assignment of Leases, executed by Borrower, as
assignor, in favor of Bank of America as the "Administrative Agent",
as assignee, recorded on December 4, 1996, in the Official Records of
Orange County, California, as Instrument No. 19960614119.
7. Spinnaker Court (3777-3797 Spinnaker Court, Fremont, CA
(Property No. 0262)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on October 10, 1997, in the Official Records of
Alameda County, California, as Instrument No. 97265981.  Assignment
of Leases, executed by Borrower, as assignor, in favor of Bank of
America as the "Administrative Agent", as assignee, recorded on
October 10, 1997, in the Official Records of Alameda County,
California, as Instrument No. 97265982.
8. Petaluma (2277 Pine View Way, Petaluma, CA (Property No.
0266)):  Deed of Trust with Assignment of Rents, Security Agreement
and Fixture Filing, executed by Borrower, as trustor, for the benefit
of Bank of America as the "Administrative Agent", recorded on October
10, 1997, in the Official Records of Sonoma County, California, as
Instrument No. 1997-00922902.  Assignment of Leases, executed by
Borrower, as assignor, in favor of Bank of America as the
"Administrative Agent", as assignee, recorded on
October 10, 1997, in the Official Records of Sonoma County,
California, as Instrument No. 1997-00922901.
9. Oakridge (2230 Oakridge Way, Vista, CA (Property No.
0277)):  Deed of Trust with Assignment of Rents, Security Agreement
and Fixture Filing, executed by Borrower, as trustor, for the benefit
of Bank of America as the "Administrative Agent", recorded on April
30, 1998, in the Official Records of San Diego County, California, as
Instrument No. 98-02477-60.  Assignment of Leases, executed by
Borrower, as assignor, in favor of Bank of America as the
"Administrative Agent", as assignee, recorded on April 30, 1998, in
the Official Records of San Diego County, California, as Instrument
No. 98-02477-61.
10.     Monterey Commerce Bldgs. 1, 2 & 3 (One Lower Ragsdale Dr.,
Monterey, CA (Property Nos. 0286, 0287, 0288)):  Deed of Trust with
Assignment of Rents, Security Agreement and Fixture Filing, executed
by Borrower, as trustor, for the benefit of Bank of America as the
"Administrative Agent", recorded on June 30, 1998, in the Official
Records of Monterey County, California, as Instrument No. 9842640.
Assignment of Leases, executed by Borrower, as assignor, in favor of
Bank of America as the "Administrative Agent", as assignee, recorded
on June 30, 1998, in the Official Records of Monterey County,
California, as Instrument No. 9842641.
11.     Canyon Park (2410 Crow Canyon Rd., San Ramon, CA (Property
No. 0284)):  Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, executed by Borrower, as trustor, for
the benefit of Bank of America as the "Administrative Agent",
recorded on June 30, 1998, in the Official Records of Contra Costa
County, California, as Instrument No. 98-0149676-00.  Assignment of
Leases, executed by Borrower, as assignor, in favor of Bank of
America as the "Administrative Agent", as assignee, recorded on June
30, 1998, in the Official Records of Contra Costa County, California,
as Instrument
No. 98-0149677-00.
12.     Parkpoint Business Center (405 W. College Ave., Santa
Rosa, CA (Property No. 0295)):  Deed of Trust with Assignment of
Rents, Security Agreement and Fixture Filing, executed by Borrower,
as trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on October 28, 1998, in the Official Records of
Sonoma County, California, as Instrument No. 1998-0127315.
Assignment of Leases, executed by Borrower, as assignor, in favor of
Bank of America as the "Administrative Agent", as assignee, recorded
on
October 28, 1998, in the Official Records of Sonoma County,
California, as Instrument No. 1998-0127316.
13.     GEOCON (6960 Flanders Dr., San Diego, CA (Property No.
0307)):  Deed of Trust with Assignment of Rents, Security Agreement
and Fixture Filing, executed by Borrower, as trustor, for the benefit
of Bank of America as the "Administrative Agent", recorded on May 27,
1999, in the Official Records of San Diego County, California, as
Instrument No. 0364052.  Assignment of Leases, executed by Borrower,
as assignor, in favor of Bank of America as the "Administrative
Agent", as assignee, recorded on May 27, 1999, in the Official
Records of San Diego County, California, as Instrument No. 0364053.
14.     Oakmead Business Park (3880 Cypress Dr., Petaluma, CA
(Property No. 0312)): Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
trustor, for the benefit of Bank of America as the "Administrative
Agent", recorded on May 27, 1999, in the Official Records of Sonoma
County, California, as Instrument No. 1999-0068162.  Assignment of
Leases, executed by Borrower, as assignor, in favor of Bank of
America as the "Administrative Agent", as assignee, recorded on May
27, 1999, in the Official Records of Sonoma County, California, as
Instrument
No. 1999-0068163.
15.     2180 & 2190 S. McDowell Blvd. (Petaluma, CA (Property Nos.
0313, 0314)): Deed of Trust with Assignment of Rents, Security
Agreement and Fixture Filing, executed by Borrower, as trustor, for
the benefit of Bank of America as the "Administrative Agent",
recorded on May 27, 1999, in the Official Records of Sonoma County,
California, as Instrument No. 1999-0068164.  Assignment of Leases,
executed by Borrower, as assignor, in favor of Bank of America as the
"Administrative Agent", as assignee, recorded on May 27, 1999, in the
Official Records of Sonoma County, California, as Instrument
No. 1999-0068165.
                      Washington Property
1. Adobe (701 & 801 North 34th St., Seattle, WA (Property Nos.
0298, 0299)):  Deed of Trust with Assignment of Rents, Assignment of
Non-Disturbance Agreements, Security Agreement and Fixture Filing,
executed by Borrower, as grantor, for the benefit of Bank of America
as the "Administrative Agent", recorded on June 4, 1999, in the
Official Records of King County, Washington, as Instrument
No. 990604-0838.  Assignment of Leases, executed by Borrower, as
assignor, in favor of Bank of America as the "Administrative Agent",
as assignee, recorded on June 4, 1999, in the Official Records of
King County, Washington, as Instrument No. 990604-0839.
2. Highlands A & B (21312 &21520 30th Ave. SE, Bothell, WA
(Property Nos. 0300, 0332)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
grantor, for the benefit of the Administrative Agent, recorded on
February 15, 2001, in the Official Records of Snohomish County,
Washington, as Instrument No. 200102150566.  Assignment of Leases,
executed by Borrower, as assignor, in favor of the Administrative
Agent, as assignee, recorded on February 15, 2001, in the Official
Records of Snohomish County, Washington, as Instrument
No. 200102150570.
3. Federal Way Building II (3455 South 344th Way, Federal Way,
WA (Property No. 0326)):  Deed of Trust with Assignment of Rents,
Security Agreement and Fixture Filing, executed by Borrower, as
grantor, for the benefit of the Administrative Agent, recorded on May
11, 2001, in the Official Records of King County, Washington, as
Instrument
No. 2001-0511001159.  Assignment of Leases, executed by Borrower, as
assignor, in favor of the Administrative Agent, as assignee, recorded
on May 11, 2001, in the Official Records of King County, Washington,
as Instrument No. 2001-0511001160.



<PAGE>
                           EXHIBIT G
             Standby Letter of Credit Application
                         See Attached


<PAGE>
                           EXHIBIT H
              ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this
("Assignment and Assumption") dated as of _______________, 20__ is
made between (the "Assignor") and ____________________________ (the
"Assignee").
                           RECITALS
WHEREAS, the Assignor is party to that certain Fifth
Amended and Restated Credit Agreement dated as of May 18, 2001 (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 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
Third Amended and Restated Co-Lender Agreement dated as of May 7,
2001 (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 or 2.13 of the Credit Agreement, for
purposes of this Assignment and Assumption, 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 Prime Rate Loans, ____
  basis points; and
  (ii)    with respect to LIBOR 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
__________, 20__ (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
  (iv)    Acceptance;
  (v)     the Assignee shall have complied with
  Section 10.8.1 of the Credit Agreement (if applicable);
  (vi)    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
  (vii)   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).
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
                     __________, 20__

Bank of America, National Association,
  as Administrative Agent
600 Montgomery Street, 22nd Floor
San Francisco, California 94111
Attention:  Frank Stumpf

Bedford Property Investors, Inc.
270 Lafayette Circle
Lafayette, California 94549
Attention: _______________

Gentlemen:

We refer to the Fifth Amended and Restated Credit Agreement
dated as of May 18, 2001 (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 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.


<PAGE>
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]

                  [NAME OF ASSIGNEE]


                 By        ____________________________________

                           ____________________________________
                                [Printed Name and Title]


                 By        ____________________________________

                           ____________________________________
                                [Printed Name and Title]





<PAGE>
ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation


By        ____________________________

          ____________________________
                 [Printed Name and Title]

BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrative Agent


By        _______________________________

          _______________________________
                 [Printed Name and Title]


<PAGE>
                          EXHIBIT I-1
                  SUPPLEMENTAL SIGNATURE PAGE
                     (EXISTING CO-LENDER)


       Re:       (i) Fifth Amended and Restated Credit Agreement (the
       "Credit Agreement"), dated as of May 18, 2001, among
       Bedford Property Investors, Inc., the several
       financial institutions from time to time party
       thereto (each a "Bank" and collectively, the
       "Banks"), Bank of America, National Association,
       individually as a Bank and as administrative agent
       for the Banks (in such capacity, the "Administrative
       Agent"), and Union Bank of California, N.A.,
       individually as a Bank and as Co-Agent, and (ii) the
       Third Amended and Restated Co-Lender Agreement dated
       as of
       May 18, 2001, among the Banks and the Administrative
       Agent (collectively, together with the Credit
       Agreement, the "Agreements").  Capitalized terms
       used below and not otherwise defined shall have the
       meanings given such terms in the Credit Agreement.
Pursuant to Section 2.19 of the Credit Agreement, the
undersigned agrees to increase its Commitment to $______________ (and
accordingly increase the Maximum Commitment Amount to
$______________), which represents a revised Pro Rata Share of
_______________% of the combined Commitments of all of the Banks,
effective as of __________________, 20___ (the "Effective Date").
The undersigned further agrees to continue to be bound by all of the
terms and conditions of each of the Agreements.


________________________________



By  _____________________________

       _____________________________
              [Printed Name and Title]


<PAGE>
ACKNOWLEDGED AND APPROVED:

               We hereby consent to and approve the foregoing supplement
to the Loan Agreement, and acknowledge and agree that as of the
Effective Date the Maximum Commitment Amount is increased to
$______________, and the Commitment of
_______________________________________, is increased to
$______________.  We further agree that the foregoing supplement to
the Credit Agreement, and the amendments effected thereby, shall not
alter, diminish or otherwise affect any obligations under the
Agreements or any other Loan Document except as expressly set forth
above.  This acknowledgment and approval may be executed in any
number of counterparts, each of which shall constitute an original
and all of which, taken together, shall constitute a single
agreement.

Date:     __________________, 20___

"Company"

BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation


By  __________________________________

       __________________________________
               [Printed Name and Title]

"Administrative Agent"

BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrative Agent


By  __________________________________

       __________________________________
               [Printed Name and Title]



<PAGE>
                          EXHIBIT I-2
                  SUPPLEMENTAL SIGNATURE PAGE
                        (NEW CO-LENDER)


       Re:       (i) Fifth Amended and Restated Credit Agreement (the
       "Credit Agreement"), dated as of May 18, 2001, among
       Bedford Property Investors, Inc., the several
       financial institutions from time to time party
       thereto (each a "Bank" and collectively, the
       "Banks"), Bank of America, National Association,
       individually as a Bank and as administrative agent
       for the Banks (in such capacity, the "Administrative
       Agent"), and Union Bank of California, N.A.,
       individually as a Bank and as Co-Agent, and (ii) the
       Third Amended and Restated Co-Lender Agreement dated
       as of
       May 18, 2001, among the Banks and the Administrative
       Agent (collectively, together with the Credit
       Agreement, the "Agreements").  Capitalized terms
       used below and not otherwise defined shall have the
       meanings given such terms in the Credit Agreement.
Pursuant to Section 2.19 of the Credit Agreement, the
undersigned agrees to become a Bank under the Agreements as if
originally named therein, with a Commitment of $______________
(increasing the Maximum Commitment Amount to $______________), which
represents a Pro Rata Share of _______________% of the combined
Commitments of all of the Banks, effective as of __________________,
20___ (the "Effective Date").  The undersigned further agrees to be
bound by all of the terms and conditions of each of the Agreements.
________________________________



By  _____________________________

       _____________________________
              [Printed Name and Title]

                                
<PAGE>
Offshore and Domestic Lending Offices,
Addresses for Notices:


   as a Bank

______________________________
______________________________
______________________________
______________________________
Attention:     ___________________

Telephone:     ___________________
Telecopier:    ___________________

Payment Information:

ABA No.:       _____________
Account Number:     _____________
               At:  _______________________
Reference:          _______________________
Admin. Contact:     _______________________
Telephone:          _______________________
Telecopier:         _______________________



<PAGE>
ACKNOWLEDGED AND APPROVED:

               We hereby consent to and approve the foregoing supplement
to the Loan Agreement, and acknowledge and agree that as of the
Effective Date the Maximum Commitment Amount is increased to
$______________, and ____________________ has become a Bank under the
Agreements as if originally named therein, with a Commitment of
_______________________.  We further agree that the foregoing
supplement to the Credit Agreement, and the amendments effected
thereby, shall not alter, diminish or otherwise affect any
obligations under the Agreements or any other Loan Document except as
expressly set forth above.  This acknowledgment and approval may be
executed in any number of counterparts, each of which shall
constitute an original and all of which, taken together, shall
constitute a single agreement.


Date:     __________________, 20___

"Company"

BEDFORD PROPERTY INVESTORS, INC.,
a Maryland corporation


By  __________________________________

       __________________________________
               [Printed Name and Title]

"Administrative Agent"

BANK OF AMERICA, NATIONAL 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 12/31/00 Financial Statements
                            [None]



<PAGE>
                         Schedule 5.12
                   Environmental Disclosures
                            [None]


                                
<PAGE>
                         Schedule 5.16

                   (a)  List of Subsidiaries
ICMPI (Concord Diablo 3), Inc., a Delaware corporation
ICMPI (Concord Diablo 8), Inc., a Delaware corporation
ICMPI (Concord Mason 18), Inc., a Delaware corporation

                 (b)  Other Equity Investments
ICMPI (Concord Diablo 3), Inc., a Delaware corporation
ICMPI (Concord Diablo 8), Inc., a Delaware corporation
ICMPI (Concord Mason 18), Inc., a Delaware corporation






          FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

                             Among

               BEDFORD PROPERTY INVESTORS, INC.,

                    THE BANKS PARTY HERETO,

            BANK OF AMERICA, NATIONAL ASSOCIATION,
            as Administrative Agent for the Banks,

                UNION BANK OF CALIFORNIA, N.A.,
                       as Co-Agent, and

                BANC OF AMERICA SECURITIES LLC,
          as Sole Lead Arranger and Sole Book Manager



Dated as of May 18, 2001


                       TABLE OF CONTENTS
                                                            Page

1.        Definitions. . . . . . . . . . . . . . . . . . . . . . 2
   1.1       Defined Terms. . . . . . . . . . . . . . . . . . . . .2
   1.2       Other Interpretive Provisions. . . . . . . . . . . . 21
   1.2.1     Use of Defined Terms . . . . . . . . . . . . . . . 21
   1.2.2     Certain Common Terms.. . . . . . . . . . . . . . . 21
   1.2.3     Accounting Principles. . . . . . . . . . . . . . . 22
2.        The Credit.. . . . . . . . . . . . . . . . . . . . . .22
   2.1       Amount and Terms of Commitment . . . . . . . . . . . 22
   2.2       Swing Line.. . . . . . . . . . . . . . . . . . . . . 23
   2.3       Loan Accounts; Revolving Notes.. . . . . . . . . . . 25
   2.4       Procedure for Obtaining Credit . . . . . . . . . . . 26
   2.5       Conversion and Continuation Elections. . . . . . . . 27
   2.6       Voluntary Termination or Reduction of Commitment . . . . . . .28
   2.7       Principal Payments.. . . . . . . . . . . . . . . . . 28
   2.7.1     Optional Repayments. . . . . . . . . . . . . . . . 28
   2.7.2     Mandatory Repayments.. . . . . . . . . . . . . . . 29
   2.7.3     Repayment at Maturity. . . . . . . . . . . . . . . 30
   2.8       Interest.. . . . . . . . . . . . . . . . . . . . . . 30
   2.8.1     Accrual Rate . . . . . . . . . . . . . . . . . . . 30
   2.8.2     Payment. . . . . . . . . . . . . . . . . . . . . . 30
   2.8.3     Default Interest . . . . . . . . . . . . . . . . . 30
   2.8.4     Maximum Legal Rate . . . . . . . . . . . . . . . . 30
   2.9       Fees . . . . . . . . . . . . . . . . . . . . . . . . 31
   2.10      Computation of Fees and Interest . . . . . . . . . . 31
   2.11      Payments by the Company. . . . . . . . . . . . . . . 32
   2.12      Payments by the Banks to the Administrative
   Agent. . . . . . .32
   2.13      Sharing of Payments, Etc.. . . . . . . . . . . . . . 33
   2.14      Security; Appraisal of Approved Parcels. . . . . . . 34
   2.15      Release of Lien on Approved Parcel.. . . . . . . . . 35
   2.15.1    Release Conditions . . . . . . . . . . . . . . . . 35
   2.15.2    Application of Release Price . . . . . . . . . . . 35
   2.16      Tenant Documents . . . . . . . . . . . . . . . . . . 35
   2.17      Collateral Documents . . . . . . . . . . . . . . . . 36
   2.18      Increases and Decreases in Pro Rata Shares . . . . . 36
   2.19      Increase in Maximum Commitment Amount. . . . . . . . 37
3.        Taxes, Yield Protection and Illegality.. . . . . . . .39
   3.1       Taxes. . . . . . . . . . . . . . . . . . . . . . . . 39
   3.2       Illegality.. . . . . . . . . . . . . . . . . . . . . 39
   3.3       Increased Costs and Reduction of Return. . . . . . . 40
   3.4       Funding Losses . . . . . . . . . . . . . . . . . . . 40
   3.5       Inability to Determine Rates . . . . . . . . . . . . 41
   3.6       Certificate of Bank. . . . . . . . . . . . . . . . . 42
   3.7       Survival . . . . . . . . . . . . . . . . . . . . . . 42
4.        Conditions Precedent.. . . . . . . . . . . . . . . . .42
   4.1       Conditions to Approving Parcels. . . . . . . . . . . 42
   4.1.1     Fee Ownership. . . . . . . . . . . . . . . . . . . 42
   4.1.2     Satisfactory Parcel. . . . . . . . . . . . . . . . 42
   4.1.3     No Hazardous Materials . . . . . . . . . . . . . . 42
   4.1.4     Appraised Value. . . . . . . . . . . . . . . . . . 43
   4.1.5     No Liens . . . . . . . . . . . . . . . . . . . . . 43
   4.1.6     Deliveries to the Administrative Agent . . . . . . 43
   4.1.7     Recording of the Mortgage. . . . . . . . . . . . . 44
   4.1.8     Title Insurance. . . . . . . . . . . . . . . . . . 45
   4.1.9     Filing of Financing Statements . . . . . . . . . . 45
   4.1.10    Perfection of Liens. . . . . . . . . . . . . . . . 45
   4.1.11    Tax Reporting Service. . . . . . . . . . . . . . . 45
   4.1.12    Costs. . . . . 45
   4.1.13    Expenses . . . . . . . . . . . . . . . . . . . . . 45
   4.2       Conditions of Initial Loan . . . . . . . . . . . . . 46
   4.2.1     Deliveries to the Administrative Agent . . . . . . 46
   4.2.2     Payment of Expenses. . . . . . . . . . . . . . . . 48
   4.2.3     Payment of Fees. . . . . . . . . . . . . . . . . . 48
   4.2.4     Maximum Commitment Amount. . . . . . . . . . . . . 48
   4.3       Conditions to All Borrowings . . . . . . . . . . . . 48
   4.3.1     Minimum Number of Approved Parcels . . . . . . . . 48
   4.3.2     Notice of Borrowing. . . . . . . . . . . . . . . . 49
   4.3.3     Continuation of Representations and
   Warranties . . . . . . . 49
   4.3.4     No Existing Default. . . . . . . . . . . . . . . . 49
   4.3.5     No Future Advance Notice . . . . . . . . . . . . . 49
   4.3.6     Further Assurances . . . . . . . . . . . . . . . . 49
   4.3.7     Title Insurance. . . . . . . . . . . . . . . . . . 49
   4.4       Letters of Credit. . . . . . . . . . . . . . . . . . 49
5.        Representations and Warranties . . . . . . . . . . . .50
   5.1       Existence and Power. . . . . . . . . . . . . . . . . 50
   5.2       Corporate Authorization; No Contravention. . . . . . 50
   5.3       Governmental Authorization . . . . . . . . . . . . . 51
   5.4       Binding Effect . . . . . . . . . . . . . . . . . . . 51
   5.5       Litigation . . . . . . . . . . . . . . . . . . . . . 51
   5.6       No Default . . . . . . . . . . . . . . . . . . . . . 51
   5.7       ERISA Compliance . . . . . . . . . . . . . . . . . . 52
   5.8       Use of Proceeds; Margin Regulations. . . . . . . . . 52
   5.9       Title to Properties. . . . . . . . . . . . . . . . . 52
   5.10      Taxes. . . . . . . . . . . . . . . . . . . . . . . . 52
   5.11      Financial Condition. . . . . . . . . . . . . . . . . 52
   5.12      Environmental Matters. . . . . . . . . . . . . . . . 53
   5.13      Regulated Entities . . . . . . . . . . . . . . . . . 54
   5.14      No Burdensome Restrictions . . . . . . . . . . . . . 54
   5.15      Solvency . . . . . . . . . . . . . . . . . . . . . . 54
   5.16      Subsidiaries; Equity Investments . . . . . . . . . . 54
   5.17      Brokers; Transaction Fees. . . . . . . . . . . . . . 54
   5.18      Insurance. . . . . . . . . . . . . . . . . . . . . . 55
   5.19      Full Disclosure. . . . . . . . . . . . . . . . . . . 55
6.        Affirmative Covenants. . . . . . . . . . . . . . . . .55
   6.1       Financial Statements . . . . . . . . . . . . . . . . 55
   6.2       Certificates; Other Information. . . . . . . . . . . 56
   6.3       Notices. . . . . . . . . . . . . . . . . . . . . . . 57
   6.4       Preservation of Corporate Existence, Etc . . . . . . 58
   6.5       Maintenance of Property. . . . . . . . . . . . . . . 59
   6.6       Insurance. . . . . . . . . . . . . . . . . . . . . . 59
   6.7       Payment of Obligations . . . . . . . . . . . . . . . 60
   6.8       Compliance with Laws . . . . . . . . . . . . . . . . 60
   6.9       Inspection of Property and Books and Records . . . . 60
   6.10      Environmental Laws . . . . . . . . . . . . . . . . . 61
   6.11      Use of Proceeds. . . . . . . . . . . . . . . . . . . 61
   6.12      Solvency . . . . . . . . . . . . . . . . . . . . . . 61
   6.13      Further Assurances . . . . . . . . . . . . . . . . . 61
   6.14      Registration of Capital Stock. . . . . . . . . . . . 62
7.        Negative Covenants . . . . . . . . . . . . . . . . . .62
   7.1       Limitation on Liens. . . . . . . . . . . . . . . . . 62
   7.2       Consolidations and Mergers . . . . . . . . . . . . . 63
   7.3       Loans and Investments. . . . . . . . . . . . . . . . 63
   7.4       Limitation on Indebtedness . . . . . . . . . . . . . 64
   7.5       Transactions with Affiliates . . . . . . . . . . . . 64
   7.6       Use of Proceeds. . . . . . . . . . . . . . . . . . . 64
   7.7       Contingent Obligations . . . . . . . . . . . . . . . 64
   7.8       Creation of Subsidiaries . . . . . . . . . . . . . . 64
   7.9       Compliance with ERISA. . . . . . . . . . . . . . . . 65
   7.10      Debt to Gross Asset Value Ratio. . . . . . . . . . . 65
   7.11      Interest Coverage Ratio. . . . . . . . . . . . . . . 65
   7.12      Fixed Charge Coverage Ratio. . . . . . . . . . . . . 65
   7.13      Change in Business . . . . . . . . . . . . . . . . . 66
   7.14      Accounting Changes . . . . . . . . . . . . . . . . . 66
   7.15      Limitation on Dividends. . . . . . . . . . . . . . . 66
   7.16      Development Activity . . . . . . . . . . . . . . . . 66
   7.17      Undeveloped Land . . . . . . . . . . . . . . . . . . 67
   7.18      Tangible Net Worth . . . . . . . . . . . . . . . . . 67
8.        Events of Default and Remedies.. . . . . . . . . . . .68
   8.1       Event of Default . . . . . . . . . . . . . . . . . . 68
   8.1.1     Non-Payment. . . . . . . . . . . . . . . . . . . . 68
   8.1.2     Representation or Warranty . . . . . . . . . . . . 68
   8.1.3     Specific Defaults. . . . . . . . . . . . . . . . . 68
   8.1.4     Other Defaults . . . . . . . . . . . . . . . . . . 68
   8.1.5     Cross-Default. . . . . . . . . . . . . . . . . . . 68
   8.1.6     Insolvency; Voluntary Proceedings. . . . . . . . . 68
   8.1.7     Insolvency; Involuntary Proceedings. . . . . . . . 69
   8.1.8     ERISA Plans. . . . . . . . . . . . . . . . . . . . 69
   8.1.9     Monetary Judgments . . . . . . . . . . . . . . . . 69
   8.1.10    Adverse Change . . . . . . . . . . . . . . . . . . 70
   8.1.11    Management Changes . . . . . . . . . . . . . . . . 70
   8.1.12    Preferred Dividend Defaults. . . . . . . . . . . . 70
   8.2       Remedies . . . . . . . . . . . . . . . . . . . . . . 70
   8.2.1     Termination of Commitment to Lend. . . . . . . . . 70
   8.2.2     Acceleration of Loans. . . . . . . . . . . . . . . 70
   8.2.3     Security for Letters of Credit . . . . . . . . . . 70
   8.2.4     Exercise of Rights and Remedies. . . . . . . . . . 71
   8.3       Rights Not Exclusive . . . . . . . . . . . . . . . . 71
9.        The Administrative Agent.. . . . . . . . . . . . . . .72
   9.1       Appointment and Authorization of the
   Administrative Agent . . . . . . . . . . . . . . . . . . . . . 72
   9.2       The Administrative Agent's Powers. . . . . . . . . . 72
   9.3       Limitation on the Administrative Agent's Duties. . . . . 72
   9.4       Acknowledgment of Co-Lender Agreement. . . . . . . . 73
   9.5       Co-Agents. . . . . . . . . . . . . . . . . . . . . . 73
   9.6       Successor Administrative Agent . . . . . . . . . . . 73
10.       Miscellaneous. . . . . . . . . . . . . . . . . . . . .74
   10.1      Amendments and Waivers . . . . . . . . . . . . . . . 74
   10.2      Notices. . . . . . . . . . . . . . . . . . . . . . . 74
   10.3      No Waiver; Cumulative Remedies . . . . . . . . . . . 75
   10.4      Costs and Expenses . . . . . . . . . . . . . . . . . 75
   10.5      Indemnity. . . . . . . . . . . . . . . . . . . . . . 76
   10.6      Marshaling; Payments Set Aside . . . . . . . . . . . 77
   10.7      Successors and Assigns . . . . . . . . . . . . . . . 77
   10.8      Assignments, Participations, Confidentiality.. . . . . . 77
   10.8.1    Assignments. . . . . . . . . . . . . . . . . . . . 77
   10.8.2    Effect of Assignment . . . . . . . . . . . . . . . 78
   10.8.3    Participations . . . . . . . . . . . . . . . . . . 78
   10.8.4    Pledge to Federal Reserve Bank . . . . . . . . . . 79
   10.8.5    Confidentiality. . . . . . . . . . . . . . . . . . 79
   10.9      Counterparts . . . . . . . . . . . . . . . . . . . . 79
   10.10     Severability . . . . . . . . . . . . . . . . . . . . 80
   10.11     No Third Parties Benefited . . . . . . . . . . . . . 80
   10.12     Time . . . . . . . . . . . . . . . . . . . . . . . . 80
   10.13     Governing Law. . . . . . . . . . . . . . . . . . . . 80
   10.14     Arbitration; Reference.. . . . . . . . . . . . . . . 80
   10.15     Notice of Claims; Claims Bar . . . . . . . . . . . . 81
   10.16     Entire Agreement; Amendment and Restatement. . . . . 82
   10.17     Interpretation . . . . . . . . . . . . . . . . . . . 82
Exhibit A         Form of Borrowing Notice
Exhibit B         Form of Conversion/Continuation Notice
Exhibit C         Form of Revolving Note
Exhibit D         Form of Opinion of Counsel
Exhibit E         List of Approved Parcels
Exhibit F         Form of Modification Agreement (Short Form)
Exhibit G         Standby Letter of Credit Application
Exhibit H         Form of Assignment and Assumption Agreement
Exhibit I-1          Supplemental Signature Page for a Bank
Exhibit I-2          Supplemental Signature Page for an Eligible
Assignee