EXHIBIT 10.17
    
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                                    
               This THIRD AMENDED AND RESTATED CREDIT AGREEMENT is entered
    into as of June 13, 1997, among BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation (the "Company"), BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION, a national banking association ("BofA"); the
    several financial institutions from time to time party to this
    Agreement (collectively, the "Banks"; individually a "Bank"), and BANK
    OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as arranger and as
    administrative agent for the Banks.
    
               WHEREAS, BofA 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 Second Amended
    and Restated Credit Agreement dated as of June 26, 1996, among the
    Company, the banks party thereto and BofA, as agent for such banks, as
    amended by (i) that certain First Modification Agreement to Second
    Amended and Restated Credit Agreement dated as of December 16, 1996,
    (ii) that certain Second Modification Agreement to Second Amended and
    Restated Credit Agreement dated as of December 16, 1996, (iii) that
    certain Third Modification Agreement to Second Amended and Restated
    Credit Agreement dated as of December 16, 1996, and (iv) that certain
    Fourth Modification Agreement to Second Amended and Restated Credit
    Agreement dated as of January 13, 1997, in each case among the
    Company, the banks party thereto and BofA, as agent for such banks (as
    amended, the "Existing Credit Agreement"), which Existing Credit
    Agreement amended and restated in full that certain Amended and
    Restated Credit Agreement dated as of September 14, 1995, between the
    Company and BofA;
    
               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
    $100,000,000, with BofA having a pro rata share of 60%, representing a
    maximum commitment of $60,000,000, Sanwa Bank California having a pro
    rata share of 25%, representing a maximum commitment of $25,000,000,
    and The First National Bank of Chicago, as assignee of the interest of
    NBD Bank, having a pro rata share of 15%, representing a maximum
    commitment of $15,000,000;
    
               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,
    increase the maximum principal amount of the secured revolving line of
    credit available to the Company from $100,000,000 to $150,000,000,
    with all of the $50,000,000 increase in maximum commitment being
    allocated to BofA; and
    
               WHEREAS, the Banks have agreed to make available to the
    Company an increased secured revolving credit facility upon the terms
    and subject to the conditions set forth in this Agreement, which
    amends and restates in full the Existing Credit 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 BofA in its capacity as
    administrative agent for the Banks hereunder, and any successor
    administrative agent designated under Section 9.5.
    
               "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 BofA and any successor
    administrative agent designated under Section 9.5, 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 Third Amended and Restated Credit
    Agreement, as amended, supplemented or modified from time to time.
    
               "Applicable Margin" means (a) with respect to Reference Rate
    Loans, zero (0) basis points; and (b) with respect to LIBOR Rate
    Loans, 150 basis points.
    
               "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.
    
               "Approved Parcel" means a Parcel satisfying all of the
    conditions set forth in Section 4.1.
    
               "Approved Parcel Value" means, for any Approved Parcel at
    any time, the lesser of (a) the Collateral Value of such Approved
    Parcel at such time and (b) the Cash Flow Value of such Approved
    Parcel at such time.
    
               "Assignee" has the meaning specified in subsection 10.8.1.
    
               "Attorney Costs" means and includes all reasonable fees and
    disbursements of any law firm or other external legal counsel, the
    allocated cost of internal legal services and all disbursements of
    internal counsel.
    
               "Availability" means, at any time, the difference between
    (a) the lesser of (i) the Total Approved Parcel Value at such time and
    (ii) the Maximum Commitment Amount at such time, and (b) the sum of
    (i) the principal amount outstanding under the Swing Line at such time
    and (ii) the principal amount outstanding under the Unsecured Loan
    Agreement at such time.
    
               "Bank" has the meaning specified in the introductory
    sentence of this Agreement; BofA in its capacity as a lender hereunder
    and in its capacity as the Swing Line Lender is one of the Banks. 
    Unless the context otherwise clearly requires, any reference to a
    "Bank" includes any such institution in its capacity as Swap Provider,
    and also includes any of such institution's Affiliates that may, at
    the time of determination, be Swap Providers.
    
               "Bankruptcy Code" means the Federal Bankruptcy Reform Act
    of 1978, as amended from time to time (11 U.S.C.  101, et seq.).
    
               "BofA" means Bank of America National Trust and Savings
    Association, a national banking association.
    
               "Borrowing" means a borrowing hereunder consisting of Loans
    of the same Type made to the Company on the same day by the Banks
    under Article 2 and, other than in the case of Reference Rate Loans,
    having the same Interest Period, but does not include (a) a conversion
    of Loans of one Type to another Type or (b) a continuation of a Loan
    as a Loan of the same Type, but with a new Interest Period.
    
               "Borrowing 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 Rate Loan, means such a day on which
    dealings are carried on in the applicable offshore dollar interbank
    market.
    
               "Capital Adequacy Regulation" means any guideline, request
    or directive of any Governmental Authority, or any other law, rule or
    regulation, whether or not having the force of law, in each case,
    regarding capital adequacy of any Bank or of any corporation
    controlling any Bank.
    
               "Cash Flow" means, as of any calendar quarter, four (4)
    times the sum of (i) the quarterly consolidated income from property
    operations for the Company, its Subsidiaries and all of the Permitted
    Partnerships (excluding income from minority interests in Persons
    other than Permitted Partnerships), and (ii) the consolidated
    depreciation and amortization of the Company, its Subsidiaries and all
    of the Permitted Partnerships (excluding depreciation and amortization
    from minority interests in Persons other than Permitted Partnerships)
    for such quarter, as evidenced by the Company's most recently
    delivered quarterly financial statements.
    
               "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) 2.50% per
    annum above the average yield on ten-year United States treasury bonds
    maturing approximately ten (10) years from the date of determination
    (as determined from the Wall Street Journal published on the
    determination date) or (ii) 9.0%, computed on the basis of a year of
    365 or 366 days, as applicable, and actual day months.
    
               "CERCLA" means the Comprehensive Environmental Response
    Compensation and Liability Act of 1980.
    
               "Closing Date" means the date on which all conditions
    precedent set forth in Section 4.2 are satisfied or waived by the
    Administrative Agent.
    
               "Code" means the Internal Revenue Code of 1986, as amended
    from time to time, and any regulations promulgated thereunder.
    
               "Collateral" means all property and interests in property
    and proceeds thereof now owned or hereafter acquired by the Company or
    one of its Subsidiaries in or upon which a Lien securing the
    Obligations now or hereafter exists in favor of the Banks or the
    Administrative Agent on behalf of the Banks, whether under this
    Agreement or under any other Collateral Documents executed by any such
    Persons and delivered to the Administrative Agent.
    
               "Collateral Documents" means, collectively, (i) the
    Mortgages, Assignments of Leases, and all other security agreements,
    mortgages, deeds of trust, lease assignments and other similar
    agreements between the Company or its Subsidiaries and the Banks or
    the Administrative Agent, for the benefit of the Banks, now or
    hereafter delivered to the Administrative Agent pursuant to or in
    connection with the transactions contemplated hereby, and all
    financing statements (or comparable documents) now or hereafter filed
    in accordance with the UCC (or comparable law) naming the Company or
    any Subsidiaries as debtor in favor of the Banks or the Administrative
    Agent, for the benefit of the Banks, as secured party in connection
    therewith, and (ii) any amendments, supplements, modifications,
    renewals, replacements, consolidations, substitutions and extensions
    of any of the foregoing.
    
               "Collateral Value" means, for any Approved Parcel at any
    time, 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 Reference Rate Loan to a LIBOR Rate Loan or a LIBOR Rate
    Loan to a Reference Rate Loan.
    
               "Conversion/Continuation Notice" means a notice
    substantially in the form of Exhibit B given by the Company to the
    Administrative Agent pursuant to Section 2.5.
    
               "Covenant Debt Service" means, at any time, the amount
    necessary to amortize the aggregate amount of secured Indebtedness and
    commercial unsecured Indebtedness of the Company, its Subsidiaries and
    all of the Permitted Partnerships (as evidenced by negotiable
    instruments or other written agreements; and based on the most
    recently received consolidated balance sheet, and including as
    Indebtedness all then-outstanding but undrawn Letters of Credit) in
    twenty-five (25) equal annual installments of principal and interest
    at a per annum rate equal to the greater of (i) 2.50% per annum above
    the average yield on ten-year United States treasury bonds maturing
    approximately ten (10) years from the date of determination (as
    determined from the Wall Street Journal published on the determination
    date) or (ii) 9.0%, computed on the basis of a year of 365 or 366
    days, as applicable, and actual day months.
    
               "Default" means any event or circumstance which, with the
    giving of notice, the lapse of time, or both, would (if not cured or
    otherwise remedied) constitute an Event of Default.
    
               "Disposition" means the sale, lease, conveyance or other
    disposition of any Approved Parcel, other than (i) leases of an
    Approved Parcel to third-party tenants in the ordinary course of
    business or (ii) sales or other dispositions expressly permitted under
    Section 7.2.
    
               "Eligible Assignee" means (i) a commercial bank organized
    under the laws of the United States, or any state thereof, and having
    a combined capital and surplus of at least $100,000,000; (ii) a Person
    that is primarily engaged in the business of commercial banking and is
    an Affiliate of a Bank, or (iii) any Person approved by Majority Banks
    and the Administrative Agent.
    
               "Entitled Land" means unimproved real Property satisfying
    all of the following conditions: (a) the Company's intended use of
    such real Property is permissible under the applicable general plan or
    its equivalent, (b) such intended use is permissible under any
    applicable specific plan, zoning classification and development
    agreement, (c) such real Property has access to roads and utilities
    adequate for the Company's intended use, and (d) the Company intends
    to improve such real property within twenty-four (24) months of its
    acquisition.
    
               "Environmental Claims" means all claims, however asserted,
    by any Governmental Authority or other Person alleging potential
    liability or responsibility for violation of any Environmental Laws or
    for injury to the environment or threat to public health, personal
    injury (including sickness, disease or death), property damage,
    natural resources damage, or otherwise alleging liability or
    responsibility for damages (punitive or otherwise), cleanup, removal,
    remedial or response costs, restitution, civil or criminal penalties,
    injunctive relief, or other type of relief, resulting from or based
    upon (a) the presence, placement, discharge, emission or release
    (including intentional and unintentional, negligent and non-negligent,
    sudden or non-sudden, accidental or non-accidental placement, spills,
    leaks, discharges, emissions or releases) of any Hazardous Material
    at, in or from an Approved Parcel, or (b) any other circumstances
    forming the basis of any violation, or alleged violation, of any
    Environmental Laws.
    
               "Environmental Indemnity" means the unsecured environmental
    indemnity executed by the Borrower and delivered to the Administrative
    Agent, for the benefit of the Banks, pursuant to Section 4.2.1(a).
    
               "Environmental Laws" means all federal, state or local laws,
    statutes, common law duties, rules, regulations, ordinances and codes,
    together with all administrative orders, directed duties, requests,
    licenses, authorizations and permits of, and agreements with, any
    Governmental Authorities, in each case relating to environmental,
    health, safety and land use matters; including CERCLA, the Clean Air
    Act, the Federal Water Pollution Control Act of 1972, the Solid Waste
    Disposal Act, the Federal Resource Conservation and Recovery Act, the
    Toxic Substances Control Act, the Emergency Planning and Community
    Right-to-Know Act, the California Hazardous Waste Control Law, the
    California Solid Waste Management, Resource, Recovery and Recycling
    Act, the California Water Code and the California Health and Safety
    Code.
    
               "Environmental Permits" has the meaning specified in
    subsection 5.12(b).
    
               "ERISA" means the Employee Retirement Income Security Act of
    1974, as amended from time to time, and regulations promulgated
    thereunder.
    
               "ERISA Affiliate" means any trade or business (whether or
    not incorporated) under common control with the Company within the
    meaning of Section 414(b), 414(c) or 414(m) of the Code.
    
               "ERISA Event" means (a) a Reportable Event with respect to a
    Qualified Plan or a Multi-employer Plan; (b) withdrawal by the Company
    or any ERISA Affiliate from a Qualified Plan subject to Section 4063
    of ERISA during a plan year in which it was a substantial employer (as
    defined in Section 4001(a)(2) of ERISA); (c) a complete or partial
    withdrawal by the Company or any ERISA Affiliate from a Multi-employer
    Plan; (d) the filing of a notice of intent to terminate, the treatment
    of a plan amendment as a termination under Section 4041 or 4041A of
    ERISA, or the commencement of proceedings by the PBGC to terminate a
    Qualified Plan or Multi-employer Plan subject to Title IV of ERISA;
    (e) failure by the Company or any member of the Controlled Group to
    make required contributions to a Qualified Plan or Multi-employer
    Plan; (f) an event or condition which might reasonably be expected to
    constitute grounds under Section 4042 of ERISA for the termination of,
    or the appointment of a trustee to administer, any Qualified Plan or
    Multi-employer Plan; (g) the imposition of any liability under
    Title IV of ERISA, other than PBGC premiums due but not delinquent
    under Section 4007 of ERISA, upon the Company or any ERISA Affiliate;
    (h) an application for a funding waiver or an extension of any
    amortization period pursuant to Section 412 of the Code with respect
    to any Plan; (i) a non-exempt prohibited transaction occurs with
    respect to any Plan for which the Company or any Subsidiary of the
    Company may be directly or indirectly liable; or (j) a violation of
    the applicable requirements of Section 404 or 405 of ERISA or the
    exclusive benefit rule under Section 401(a) of the Code by any
    fiduciary or disqualified person with respect to any Plan for which
    the Company or any member of the Controlled Group may be directly or
    indirectly liable.
    
               "Estimated Remediation Costs" means all costs associated
    with performing work to remediate contamination of real property or
    groundwater, including engineering and other professional fees and
    expenses, costs to remove, transport and dispose of contaminated soil,
    costs to "cap" or otherwise contain contaminated soil, and costs to
    pump and treat water and monitor water quality.
    
               "Event of Default" means any of the events or circumstances
    specified in Section 8.1.
    
               "Event of Loss" means, with respect to any Approved Parcel,
    any of the following: (a) any loss or damage to, or destruction of,
    such Approved Parcel; (b) any pending or threatened institution of any
    proceedings for the condemnation or seizure of such Approval Parcel or
    for the exercise of any right of eminent domain; or (c) any actual
    condemnation, seizure or taking, by exercise of the power of eminent
    domain or otherwise, of such Approved Parcel, or confiscation of such
    Approved Parcel or the requisition of the use of such Approved Parcel.
    
               "Federal Funds Rate" means, for any day, the rate published
    by the Federal Reserve Bank of New York for the preceding Business Day
    as "Federal Funds (Effective)"; (or, if not published, the arithmetic
    mean of the rates for overnight Federal funds arranged prior to 9:00
    a.m. (New York City time) on that day quoted by three brokers of
    Federal Funds in New York City as determined by the Administrative
    Agent).
     
               "Federal Reserve Board" means the Board of Governors of the
    Federal Reserve System or any successor thereof.
    
               "Fee Letter" has the meaning specified in Section 2.10.
    
               "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.
    
               "Guaranty Obligation" means, as applied to any Person, any
    direct or indirect liability of that Person with respect to any
    Indebtedness, lease, dividend, letter of credit or other obligation
    (the "primary obligations") of another Person.  The amount of any
    Guaranty Obligation shall be deemed equal to the stated or
    determinable amount of the primary obligation in respect of which such
    Guaranty Obligation is made or, if not stated or if indeterminable,
    the maximum reasonably anticipated liability in respect thereof.
    
               "Hazardous Materials" means all those substances which are
    regulated by, or which may form the basis of liability under, any
    Environmental Law, including all substances identified under any
    Environmental Law as a pollutant, contaminant, hazardous waste,
    hazardous constituent, special waste, hazardous substance, hazardous
    material or toxic substance, or petroleum or petroleum derived
    substance or waste.
    
               "Indebtedness" of any Person means, without duplication,
    (a) all indebtedness for borrowed money; (b) all obligations issued,
    undertaken or assumed as the deferred purchase price of property or
    services; (c) all reimbursement obligations with respect to surety
    bonds, letters of credit and similar instruments (in each case, to the
    extent material or non-contingent); (d) all obligations evidenced by
    notes, bonds, debentures or similar instruments, including obligations
    so evidenced incurred in connection with the acquisition of property,
    assets or businesses; (e) all indebtedness created or arising under
    any conditional sale or other title retention agreement, or incurred
    as financing, in either case with respect to property acquired by the
    Person (even though the rights and remedies of the seller or lender
    under such agreement in the event of default are limited to
    repossession or sale of such property); (f) all indebtedness referred
    to in clauses (a) through (e) above secured by (or for which the
    holder of such Indebtedness has an existing right, contingent or
    otherwise, to be secured by) any Lien upon or in property owned by
    such Person, even though such Person has not assumed or become liable
    for the payment of such Indebtedness; and (g) all Guaranty Obligations
    in respect of indebtedness or obligations of others of the kinds
    referred to in clauses (a) through (e) above.
    
               "Indemnified Liabilities" has the meaning specified in
    Section 10.5.
    
               "Indemnified Person" has the meaning specified in
    Section 10.5.
    
               "Insolvency Proceeding" means (a) any case, action or
    proceeding before any court or other Governmental Authority relating
    to bankruptcy, reorganization, insolvency, liquidation, receivership,
    dissolution, winding-up or relief of debtors, or (b) any general
    assignment for the benefit of creditors, composition, marshaling of
    assets for creditors or other similar arrangement in respect of its
    creditors generally or any substantial portion of its creditors; in
    each case (a) and (b) undertaken under U.S. federal, state or foreign
    law, including the Bankruptcy Code.
    
               "Interest Payment Date" means the first day of each month
    following disbursement of the initial Loan.
    
               "Interest Period" means, with respect to any LIBOR Rate
    Loan, the period commencing on the Business Day the Loan is disbursed
    or continued or on the Conversion Date on which the Loan is converted
    to a LIBOR Rate Loan and ending on the date thirty (30), sixty (60),
    ninety (90) or one hundred eighty (180) days, or one (1) year,
    thereafter, as selected by the Company in its Borrowing Notice or
    Conversion/Continuation Notice; provided that:
    
                    (a)  if any Interest Period pertaining to a LIBOR Rate
          Loan would otherwise end on a day that is not a Business Day,
          that Interest Period shall be extended to the next succeeding
          Business Day unless the result of such extension would be to
          carry such Interest Period into another calendar month, in which
          event such Interest Period shall end on the immediately preceding
          Business Day; and
    
                    (b)  any Interest Period pertaining to a LIBOR Rate
          Loan that begins on the last Business Day of a calendar month (or
          on a day for which there is no numerically corresponding day in
          the calendar month at the end of such Interest Period) shall end
          on the last Business Day of the calendar month at the end of such
          Interest Period.
    
               "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 BofA for the Company's account pursuant to Article 2.
    
               "LIBOR" means the per annum rate of interest, rounded
    upward, if necessary, to the nearest 1/16th of one percent (0.0625%),
    at which the Administrative Agent's London Branch, London, England,
    would offer U.S. dollar deposits in amounts and for periods comparable
    to those of the applicable LIBOR Rate Loan and Interest Period to
    major banks in the London U.S. dollar inter-bank market at
    approximately 11:00 a.m., London time, on the first Business Day after
    the Company's rate election.
    
               "LIBOR Rate" means, for each Interest Period in respect of
    any LIBOR Rate Loan, the per annum rate of interest, rounded upward,
    if necessary, to the nearest 1/100th of one percent, determined by the
    following formula:
    
                                                         LIBOR            
                    
                    LIBOR Rate =
                                  (1.00 - Reserve Percentage)
    
               "LIBOR Rate Borrowing" means a Borrowing consisting of LIBOR
    Rate Loans.
    
               "LIBOR Rate Loan" means a Loan that bears interest based on
    the LIBOR Rate.
    
               "Lien" means any mortgage, deed of trust, pledge,
    hypothecation, assignment, charge or deposit arrangement, encumbrance,
    lien (statutory or other) or preference, priority or other security
    interest or preferential arrangement of any kind or nature whatsoever
    (including those created by, arising under or evidenced by any
    conditional sale or other title retention agreement, the lessor's
    interest under a capital lease (determined in accordance with GAAP),
    any financing lease having substantially the same economic effect as
    any of the foregoing, or the filing of any financing statement under
    the UCC or any comparable law naming the owner of the asset to which
    such lien relates as debtor) and any contingent or other agreement to
    provide any of the foregoing, but not including the interest of a
    lessor under an operating lease (determined in accordance with GAAP).
    
               "Loan" means an extension of credit by a Bank to the Company
    pursuant to Article 2, and may be a Reference Rate Loan, a LIBOR Rate
    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 66-2/3% of the then aggregate unpaid principal
    amount of the Loans (or, if no principal amount is then outstanding,
    at least two (2) banks then having at least 66-2/3% of the unborrowed
    Commitments); provided, however, that if at any time there is only one
    Bank, then such one Bank shall constitute Majority Banks.
    
               "Margin Stock" means "margin stock" as such term is defined
    in Regulation G, T, U  or X of the Federal Reserve Board. 
    
               "Material Adverse Effect" means a material adverse change
    in, or a material adverse effect upon, any of (a) the operations,
    business, properties, condition (financial or otherwise) or prospects
    of the Company, the Company and its Subsidiaries taken as a whole, or
    the Company, its Subsidiaries and the Permitted Partnerships taken as
    a whole; (b) the ability of the Company to perform under any Loan
    Document and avoid any Event of Default; (c) the legality, validity,
    binding effect or enforceability of any Loan Document; or (d) the
    perfection or priority of any Lien granted to the Administrative Agent
    under any of the Collateral Documents.
    
               "Maturity Date" means June 1, 2000, as the same may be
    extended pursuant to Section 2.8.
    
               "Maximum Commitment Amount" means, at any time, an amount
    equal to $150,000,000.00, subject 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 Issuance Proceeds" means, in respect of any issuance of
    debt (including secured debt) or equity, cash proceeds and non-cash
    proceeds received or receivable in connection therewith, net of
    reasonable out-of-pocket costs and expenses paid or incurred in
    connection therewith (excluding amounts payable to the Company or any
    Affiliate of the Company).
    
               "Net Operating Income" means, for any Approved Parcel as of
    any calendar quarter:
    
               either (a) if such Approved Parcel has been owned by either
          the Company or any Subsidiary for at least three (3) consecutive
          calendar quarters for which quarterly operating statements have
          been delivered to the Banks, the sum of (i) two (2) times the
          quarterly gross income (before capital expenditures) for such
          Approved Parcel, as evidenced by the most recently received
          quarterly operating statements for such Approved Parcel, and
          (ii) the quarterly gross income (before capital expenditures) for
          such Approved Parcel for the two (2) consecutive quarters
          immediately preceding the quarter for which the most recently
          received quarterly operating statements relate, as evidenced by
          the quarterly operating statements for such quarters, 
    
               or (b) if such Approved Parcel has been owned by either the
          Company or any Subsidiary for at least two (2) consecutive
          calendar quarters for which quarterly operating statements have
          been delivered to the Banks but fewer than three (3) consecutive
          calendar quarters for which quarterly operating statements have
          been delivered to the Banks, the sum of (i) the quarterly gross
          income (before capital expenditures) for such Approved Parcel for
          the two (2) most recent consecutive calendar quarters, as
          evidenced by the quarterly operating statements for such Approved
          Parcel for such quarters, and (ii) one-half (1/2) of the annual
          gross income for such Approved Parcel for the year in which the
          determination is made, based on the proforma cash flow statement
          set forth in the Appraisal for such Approved Parcel,
    
               or (c) if such Approved Parcel has been owned by either the
          Company or any Subsidiary for fewer than two (2) full calendar
          quarters for which quarterly operating statements have been
          delivered to the Banks, the annual gross income for such Approved
          Parcel for the year in which the determination is made, based on
          the pro forma cash flow statement set forth in the Appraisal for
          such Approved Parcel,
    
               less either (d) if such Approved Parcel has been owned by
          either the Company or any Subsidiary 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 for fewer than four (4) full calendar
          quarters for which quarterly operating statements have been
          delivered to the Banks, the aggregate amount of annual operating
          expenses other than capital expenditures relating to such
          Approved Parcel for the year in which the determination is made,
          based on the pro forma cash flow statement set forth in the
          Appraisal for such Approved Parcel, 
    
               less (f) if the Administrative Agent has determined that the
          improvements located on such Approved Parcel consist of office
          space, $2.00 per square foot of net rentable area of space
          actually under lease on the first day of such calendar quarter in
          such Approved Parcel, representing capital expenditures for
          office space, 
    
               less (g) if the Administrative Agent has determined that the
          improvements located on such Approved Parcel consist of retail
          space, $0.80 per square foot of net rentable area of space
          actually under lease on the first day of such calendar quarter in
          such Approved Parcel, representing capital expenditures for
          retail space, 
    
               less (h) if the Administrative Agent has determined that the
          improvements located on such Approved Parcel consist of research
          and development (other than office) space, $0.40 per square foot
          of net rentable area of space actually under lease on the first
          day of such calendar quarter in such Approved Parcel,
          representing capital expenditures for research and development
          (other than office) space,
    
               less (i) if the Administrative Agent has determined that the
          improvements located on such Approved Parcel consist of flexible
          industrial (other than research and development or warehouse)
          space, $0.25 per square of space actually under lease on the
          first day of such calendar quarter in such Approved Parcel,
          representing capital expenditures for flexible industrial (other
          than research and development or warehouse) space,
    
               less (j) if the Administrative Agent has determined that the
          improvements located on such Approved Parcel consist of warehouse
          space, $0.07 per square foot of net rentable area of space
          actually under lease on the first day of such calendar quarter in
          such Approved Parcel, representing capital expenditures for
          warehouse space.
    
               "Net Proceeds" means proceeds in cash, checks or other cash
    equivalent financial instruments as and when received by the Person
    making a Disposition, net of: (a) the reasonable direct costs relating
    to such Disposition (excluding amounts payable to the Company or any
    Affiliate of the Company), (b) sale, use or other transaction taxes
    paid or payable as a result thereof, and (c) amounts required to be
    applied to repay principal, interest and prepayment premiums and
    penalties on Indebtedness secured by a Lien encumbering the asset that
    is the subject of such Disposition.  "Net Proceeds" shall also include
    proceeds paid on account of any Event of Loss, net of (i) all money
    actually applied to repair or reconstruct the damaged property or
    property affected by the condemnation or taking, (ii) all of the costs
    and expenses reasonably incurred in connection with the collection of
    such proceeds, award or other payments, and (iii) any amounts retained
    by or paid to parties having superior rights to such proceeds, awards
    or other payments.
    
               "Notice of Lien" means any "notice of lien" or similar
    document intended to be filed or recorded with any court, registry,
    recorder's office, central filing office or other Governmental
    Authority for the purpose of evidencing, creating, perfecting or
    preserving the priority of a Lien securing obligations owing to a
    Governmental Authority.
    
               "Obligations" means all Loans and other Indebtedness,
    advances, debts, liabilities, obligations, covenants and duties owing
    from the Company to the Administrative Agent, any Bank or any other
    Person required to be indemnified under any Loan Document, of any kind
    or nature, present or future, whether or not evidenced by any note,
    guaranty or other instrument, and arising under this Agreement or
    under any other Loan Document, whether or not for the payment of
    money, whether arising by reason of an extension of credit, loan,
    guaranty, indemnification or in any other manner, whether direct or
    indirect (including those acquired by assignment), absolute or
    contingent, due or to become due, now existing or hereafter arising
    and however acquired.
    
               "Ordinary Course of Business" means, in respect of any
    transaction involving the Company, any Subsidiary of the Company or
    any Permitted Partnership, the ordinary course of such Person's
    business, substantially as conducted by any such Person prior to or as
    of the Closing Date, and undertaken by such Person in good faith and
    not for purposes of evading any covenant or restriction in any Loan
    Document.
    
               "Organization Documents" means, (a) for any corporation, the
    certificate or articles of incorporation, the bylaws, any certificate
    of determination or instrument relating to the rights of preferred
    shareholders of such corporation, and all applicable resolutions of
    the board of directors (or any committee thereof) of such corporation,
    and (b) for any partnership, the partnership agreement, statement or
    certificate of partnership and any fictitious business name or other
    filing relating to such partnership.
    
               "Parcel" means (a) a parcel of real property (i) that
    is owned in fee by the Company or (ii) that is ground leased by the
    Company and (b) any parcel of real property owned in fee by any of the
    Subsidiaries listed in part (a) of Schedule 5.16.
    
               "Participant" has the meaning specified in
    subsection 10.8.3.
    
               "PBGC" means the Pension Benefit Guaranty Corporation or any
    entity succeeding to any or all of its functions under ERISA.
    
               "Permitted Encumbrances" means, with respect to any Parcel,
    all matters to which the Administrative Agent consents in writing as
    exceptions to the Title Policy covering such Parcel.
    
               "Permitted Liens" has the meaning specified in Section 7.1.
    
               "Permitted Partnership" means a limited partnership formed
    to acquire one or more parcels of real property in which (i) the
    Company is the sole general partner, (ii) the Company has sole
    management control of such limited partnership and its properties,
    (iii) such limited partnership has acquired all of its real property
    assets from one or more of its limited partners, and the limited
    partners have received only limited partnership interests in such
    limited partnership in exchange for their contributions of real
    property to such limited partnership, and (iv) distributions on
    interests in such limited partnership at any time are based solely on
    the amount of dividends payable on the Company's common stock at such
    time.  Bedford Realty Partners, L.P., a California limited
    partnership, is a Permitted Partnership.
    
               "Person" means an individual, partnership, corporation,
    business trust, joint stock company, limited liability company, trust,
    unincorporated association, joint venture or Governmental Authority.
    
               "Plan" means an employee benefit plan (as defined in
    Section 3(3) of ERISA) which the Company or any member of the
    Controlled Group sponsors or maintains or to which the Company or any
    member of the Controlled Group makes, is making or is obligated to
    make contributions, and includes any Multi-employer Plan or Qualified
    Plan.
    
               "Property" means any estate or interest in any kind of
    property or asset, whether real, personal or mixed, and whether
    tangible or intangible.
    
               "Pro Rata Share" means, as to any Bank at any time, the
    percentage equivalent (expressed as a decimal rounded to the ninth
    decimal place) at such time of such Bank's share of the credit and the
    outstanding Loans.
    
               "Qualified Plan" means a pension plan (as defined in
    Section 3(2) of ERISA) intended to be tax-qualified under
    Section 401(a) of the Code and which any member of the Controlled
    Group sponsors, maintains, or to which it makes, is making or is
    obligated to make contributions, or in the case of a multiple employer
    plan (as described in Section 4064(a) of ERISA) has made contributions
    at any time during the immediately preceding period covering at least
    five (5) plan years, but excluding any Multi-employer Plan.
    
               "Reference Rate" means the per annum rate of interest
    publicly announced from time to time by the Administrative Agent at
    San Francisco, California, as its "Reference Rate."  The Reference
    Rate is set by the Administrative Agent based on various factors,
    including the Administrative Agent's costs and desired return, general
    economic conditions and other factors, and is used as a reference
    point for pricing loans.  The Administrative Agent may price loans at,
    above or below the Reference Rate.  Any change in the Reference Rate
    shall take effect on the day specified in the public announcement of
    such change.
    
               "Reference Rate Borrowing" means a Borrowing consisting of
    Reference Rate Loans.
    
               "Reference Rate Loan" means a Loan that bears interest based
    on the Reference Rate.
    
               "Release Price" means, with respect to an Approved Parcel,
    the amount, if any, necessary to reduce the 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 Percentage" means the total of the maximum reserve
    percentages for determining the reserves to be maintained by member
    banks of the Federal Reserve System for "eurocurrency liabilities," as
    defined in Federal Reserve Board Regulation D.  The Reserve Percentage
    shall be expressed in decimal form and rounded upward, if necessary,
    to the nearest 1/100th of one percent, and shall include marginal,
    emergency, supplemental, special and other reserve percentages.
    
               "Responsible Officer" means the chief executive officer or
    the president of the Company, or any other officer having
    substantially the same authority and responsibility or, with respect
    to financial matters, the chief financial officer or the treasurer of
    the Company, or any other officer having substantially the same
    authority and responsibility.
    
               "Revolving Note" means a promissory note of the Company
    payable to the order of a Bank in substantially the form of Exhibit C,
    and any amendments, supplements, modifications, renewals,
    replacements, consolidations and extensions thereof, evidencing the
    aggregate indebtedness of the Company to a Bank resulting from Loans
    made by such Bank pursuant to this Agreement; "Revolving Notes" means,
    at any time, all of the Revolving Notes executed by the Company in
    favor of a Bank outstanding at such time.
    
               "SEC" means the Securities and Exchange Commission, or any
    successor thereto.
    
               "Solvent" means, as to any Person at any time, that (a) the
    fair value of the Property of such Person is greater than the amount
    of such Person's liabilities (including disputed, contingent and
    unliquidated liabilities) as such value is established and liabilities
    evaluated for purposes of Section 101(32) of the Bankruptcy Code and,
    in the alternative, for purposes of the California Uniform Fraudulent
    Transfer Act and any other applicable fraudulent conveyance statute;
    (b) the present fair saleable value of the Property of such Person is
    not less than the amount that will be required to pay the probable
    liability of such Person on its debts as they become absolute and
    matured; (c) such Person is able to realize upon its Property and pay
    its debts and other liabilities (including disputed, contingent and
    unliquidated liabilities) as they mature in the normal course of
    business; (d) such Person does not intend to, and does not believe
    that it will, incur debts or liabilities beyond such Person's ability
    to pay as such debts and liabilities mature; and (e) such Person is
    not engaged in business or a transaction, and is not about to engage
    in business or a transaction, for which such Person's property would
    constitute unreasonably small capital.
    
               "Specified Swap Contract" means any Swap Contract made or
    entered into at any time, or in effect at any time, whether as a
    result of assignment or transfer or otherwise, between the Company and
    any Swap Provider, which Swap Contract is entered into for the purpose
    of mitigating interest rate or currency exchange risk relating to any
    Loan and as to which the Company's final scheduled payment is not
    later than the Maturity Date.
    
               "Specified Swap Exposure" means, at any time, an amount
    equal to the sum of (a) ten percent (10%) of the notional amount of
    each interest rate Specified Swap Contract outstanding at such time,
    and (b) three percent (3%) of the notional amount of each interest
    rate floor or interest rate collar Specified Swap Contract outstanding
    at such time.
    
               "Specified Swap Obligations" has the meaning specified in
    Section 8.5.
    
               "Subsidiary" of a Person means any corporation, association,
    partnership, joint venture or other business entity of which more
    than 50% of the voting stock, membership interests or other equity
    interests (in the case of Persons other than corporations), is owned
    or controlled directly or indirectly by the Person, or one or more of
    the Subsidiaries of the Person, or a combination thereof.
    
               "Supermajority Banks" means at any time at least two (2)
    Banks then holding at least 86% 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 86% of the unborrowed
    Commitments); provided, however, that if at any time there is only one
    Bank, then such one Bank shall constitute Supermajority Banks.
    
               "Swap Contract" means any agreement, whether or not in
    writing, relating to any transaction that is a rate swap, basis swap,
    forward rate transaction, commodity swap, commodity option, equity or
    equity index swap or option, bond, note or bill option, interest rate
    option, forward foreign exchange transaction, cap, collar or floor
    transaction, currency swap, cross-currency rate swap, swaption,
    currency option or any other, similar transaction (including any
    option to enter into any of the foregoing) or any combination of the
    foregoing and, unless the context otherwise clearly requires, any
    master agreement relating to or governing any or all of the foregoing.
    
               "Swap Provider" means any Bank, or any Affiliate of any
    Bank, that is at the time of determination a party to a Swap Contract
    with the Company.
    
               "Swing Line" has the meaning specified in Section 2.2.
    
               "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 sum of (i) the principal amount outstanding
    under the Swing Line at such time and (ii) the principal amount
    outstanding under the "swing line" established under the Unsecured
    Loan Agreement at such time.
    
               "Swing Line Lender" means BofA, in its capacity as the maker
    of Swing Loans under Section 2.2.
    
               "Swing Loan" has the meaning specified in Section 2.2.
    
               "Tangible Net Worth" means, at any time, the total
    consolidated stockholders' equity of the Company and its Subsidiaries
    at such time, plus the amount of minority interests in all Permitted
    Partnerships at such time (valuing preferred stock at face value and
    excluding as assets (i) any loans to tenants for tenant improvements
    and (ii) goodwill and other intangible assets, and valuing all real
    property at the lower of book or market value (where market value is
    based on the most recent Appraisal for each Approved Parcel)), as
    evidenced by the Company's most recently delivered quarterly financial
    statements.
    
               "Title Policy" means any policy of title insurance required
    pursuant to this Agreement.
    
               "Total Approved Parcel Value" means, at any time, the sum of
    the Approved Parcel Values for all of the Approved Parcels at such
    time.
    
               "Transferee" has the meaning specified in subsection 10.8.5.
    
               "Type" means, in connection with a Loan, the
    characterization of such loan as a Reference Rate Loan or a LIBOR Rate
    Loan.
    
               "UCC" means the Uniform Commercial Code as in effect in any
    jurisdiction, as the same may be amended, modified or supplemented
    from time to time.
    
               "Unfunded Pension Liabilities" means the excess of a Plan's
    benefit liabilities under Section 4001(a)(16) of ERISA, over the
    current value of that Plan's assets, determined in accordance with the
    assumptions used by the Plan's actuaries for funding the Plan pursuant
    to section 412 of the Code for the applicable plan year.
    
               "Unsecured Loan Agreement" means that certain Line of Credit
    Loan Agreement (Unsecured Loan) of even date herewith among the
    Company, the Banks, and BofA, as administrative agent for the Banks.
    
               1.2  Other Interpretive Provisions.
    
                    1.2.1     Use of Defined Terms.  Unless otherwise
    specified herein or therein, all terms defined in this Agreement shall
    have the defined meanings when used in any certificate or other
    document made or delivered pursuant to this Agreement.  The meaning of
    defined terms shall be equally applicable to the singular and plural
    forms of the defined terms.  Terms (including uncapitalized terms) not
    otherwise defined herein and that are defined in the UCC shall have
    the meanings therein described.
    
                    1.2.2     Certain Common Terms.
    
                    (a)  The Agreement.  The words "hereof," "herein,"
          "hereunder" and words of similar import when used in this
          Agreement shall refer to this Agreement as a whole and not to any
          particular provision of this Agreement, and section, schedule and
          exhibit references are to this Agreement unless otherwise
          specified.
    
                    (b)  Documents.  The term "documents" includes any and
          all instruments, documents, agreements, certificates, indentures,
          notices and other writings, however evidenced.
    
                    (c)  Including.  The term "including" is not limiting,
          and means "including without limitation."
    
                    (d)  Performance.  Whenever any performance obligation
          hereunder (other than a payment obligation) shall be stated to be
          due or required to be satisfied on a day other than a Business
          Day, such performance shall be made or satisfied on the next
          succeeding Business Day.  In the computation of periods of time
          from a specified date to a later specified date, the word "from"
          means "from and including"; the words "to" and "until" each mean
          "to but excluding," and the word "through" means "to and
          including".  If any provision of this Agreement refers to any
          action taken or to be taken by any Person, or which such Person
          is prohibited from taking, such provision shall be interpreted to
          encompass any and all means, direct or indirect, of taking or not
          taking such action.
    
                    (e)  Contracts.  Unless otherwise expressly provided
          in this Agreement, references to agreements and other contractual
          instruments shall be deemed to include all subsequent amendments
          and other modifications thereto, but only to the extent such
          amendments and other modifications are not prohibited by the
          terms of any Loan Document.
    
                    (f)  Laws.  References to any statute or regulation
          are to be construed as including all statutory and regulatory
          provisions consolidating, amending or replacing the statute or
          regulation.
    
                    (g)  Captions.  The captions and headings of this
          Agreement are for convenience of reference only, and shall not
          affect the construction of this Agreement.
    
                    (h)  Independence of Provisions.  The parties
          acknowledge that this Agreement and the other Loan Documents may
          use several different limitations, tests or measurements to
          regulate the same or similar matters, and that such limitations,
          tests and measurements are cumulative and must each be performed,
          except as expressly stated to the contrary in this Agreement.
    
                    (i)  Exhibits and Schedules.  All of the exhibits and
          schedules attached to this Agreement are incorporated herein by
          this reference.
    
                    1.2.3     Accounting Principles.
    
                    (a)  Accounting Terms.  Unless the context otherwise
          clearly requires, all accounting terms not expressly defined
          herein shall be construed, and all financial computations
          required under this Agreement shall be made, in accordance with
          GAAP, consistently applied.
    
                    (b)   Fiscal Periods.  References herein to "fiscal
          year" and "fiscal quarter" refer to such fiscal periods of the
          Company.
    
          2.   The Credit.
    
               2.1  Amount and Terms of Commitment.  Each Bank severally
    agrees, on the terms and subject to the conditions hereinafter set
    forth,
    
                    (a)  to make Loans to the Company from time to time on
          any Business Day during the period from the Closing Date to the
          initial Maturity Date for the purpose of (i) facilitating the
          Company's acquisition of improved real property, and (ii)
          financing the Company's operations, in an aggregate amount not to
          exceed at any time outstanding such Bank's Pro Rata Share of the
          Availability, and 
    
                    (b)  to fund drawings on any Letters of Credit that
          BofA 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 BofA issues a Letter of Credit for the Company's account,
          each Bank shall be deemed to have unconditionally and irrevocably
          purchased from BofA 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.
    
    BofA 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 initial 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 earlier of (i) twelve (12)
    months after the date on which such Letter of Credit is issued or
    (ii) 180 days prior to the initial Maturity Date.  Notwithstanding any
    contrary provision of this Agreement, the aggregate principal amount
    of all outstanding Loans shall not at any time exceed the
    Availability, 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
    initial Maturity Date, repay pursuant to Section 2.7 and reborrow
    pursuant to this Section 2.1 prior to the initial 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 discretion, on and after the Closing Date and prior to the
    initial 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 other than 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 initial 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 initial 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 2.9.1 and 2.9.2, each Swing Loan outstanding under the
    Swing Line shall accrue interest at a rate per annum equal to the
    interest rate applicable to a Reference 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 fifth Business Day immediately following any date on which a
          Swing Loan is made under the Swing Line; and
    
                    (ii) in any event on the initial 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 Reference 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 Reference 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.  
    
                    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 the Administrative Agent in the ordinary course of business. 
    The loan accounts or records maintained by the Administrative Agent
    and each Bank shall be conclusive absent manifest error of the amounts
    of the Loans made by the Banks to the Company and the interest and
    payments thereon.  Any failure so to record or any error in doing so
    shall not, however, limit or otherwise affect the obligation of the
    Company hereunder to pay any amount owing with respect to the Loans.
    
                    2.3.2     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 Rate Loans, or
    (ii) on the requested borrowing date, in the case of Reference Rate
    Loans or Swing Loans), or (iii) 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
          minimum principal amount of (i) Two Hundred Fifty Thousand
          dollars ($250,000) for Reference Rate Borrowings or Swing Loans,
          and (ii) One Million dollars ($1,000,000) for any LIBOR Rate
          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 Rate Borrowing, the
          duration of the Interest Period applicable to the Loans
          comprising such LIBOR Rate Borrowing.  If the Borrowing Notice
          fails to specify the duration of the Interest Period for the
          Loans comprising a LIBOR Rate Borrowing, such Interest Period
          shall be thirty (30) days.
    
    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 Rate Borrowing, a Reference 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 Rate Loan. 
    After giving effect to any Loan, there shall not be more than
    eight (8) 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
          Reference Rate Loans (or any part thereof in an amount not less
          than $1,000,000.00) into LIBOR Rate Loans;
    
                    (b)  elect to convert on any Interest Payment Date any
          LIBOR Rate Loans maturing on such Interest Payment Date (or any
          part thereof in an amount not less than $1,000,000.00) into
          Reference Rate Loans; or
    
                    (c)  elect to renew on any Interest Payment Date any
          LIBOR Rate Loans maturing on such Interest Payment Date (or any
          part thereof in an amount not less than $1,000,000.00); 
    
    provided, that if the aggregate amount of LIBOR Rate Loans in respect
    of any Borrowing shall have been reduced, by payment, prepayment or
    conversion of part thereof, to less than $1,000,000.00, such LIBOR
    Rate Loans shall automatically convert into Reference Rate Loans, and
    on and after such date the right of the Company to continue such Loans
    as, and convert such Loans into, LIBOR Rate Loans shall terminate.
    
                    2.5.2     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 Rate Loans, or (ii) on the Conversion Date, if the Loans are
    to be converted into Reference Rate Loans) specifying:
    
                    (a)  the proposed Conversion Date or continuation
          date;
    
                    (b)  the aggregate amount of Loans to be converted or
          continued;
    
                    (c)  the nature of the proposed conversion or
          continuation; and
    
                    (d)  if the Company elects to convert a Reference Rate
          Loan into a LIBOR Rate Loan or elects to continue a LIBOR Rate
          Loan, the duration of the Interest Period applicable to such
          Loan.  If the Conversion/Continuation Notice fails to specify the
          duration of the Interest Period for a LIBOR Rate Loan, such
          Interest Period shall be thirty (30) days.
    
                    2.5.3     If upon the expiration of any Interest
    Period applicable to LIBOR Rate Loans the Company has failed to select
    a new Interest Period to be applicable to LIBOR Rate Loans, or if any
    Default or Event of Default shall then exist, the Company shall be
    deemed to have elected to convert LIBOR Rate Loans into Reference Rate
    Loans effective as of the expiration date of such current Interest
    Period.
    
                    2.5.4     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 eight (8)
    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
    (i) the aggregate principal amount of the then-outstanding Loans other
    than Swing Loans and (ii) the then-outstanding but undrawn Letters of
    Credit would exceed the Availability; provided, however, that the
    Maximum Commitment Amount shall not at any time be less than the
    "Maximum Commitment Amount" under and as defined in the Unsecured Loan
    Agreement at such time.  Once reduced in accordance with this
    Section 2.6, the Maximum Commitment Amount may not be increased.  Any
    reduction of the commitment amounts shall be applied to each Bank
    according to its Pro Rata Share.  No commitment or extension fees paid
    prior to the effective date of any reduction of the Maximum Commitment
    Amount or termination of the Bank's commitment to make Loans to the
    Company or issue Letters of Credit for the Company's account shall be
    refunded.
    
               2.7  Principal Payments.
    
                    2.7.1     Optional Repayments.  Subject to
    Section 3.4, the Company may, at any time or from time to time, upon
    at least one (1) Business Day's prior written notice to the
    Administrative Agent, ratably prepay Loans other than Swing Loans in
    part in an amount not less than $250,000.00; 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, if
    required by the Administrative Agent, on the amount prepaid 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 other than Swing 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 other than Swing Loans
    in an aggregate amount equal to the Release Price, in the case of a
    Disposition, or the amount of such Net Proceeds, in the case of an
    Event of Loss.
    
                    (c)  Amortization Payments.  Provided that all of the
    conditions set forth in Section 2.8 have been satisfied or waived, the
    Company shall pay to the Administrative Agent, for the Account of the
    Banks, on each Interest Payment Date during the period from and after
    June 1, 2000, an amount equal to one-two hundred fortieths (1/240) of
    the aggregate principal amount of the Loans outstanding on the initial
    Maturity Date.
    
                    (d)  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 Reference Rate Loans then outstanding
    and then to LIBOR Rate Loans with the shortest Interest Periods
    remaining.  Notwithstanding any contrary provision of this
    subsection 2.7.2, 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  Extension of Maturity Date.  Upon the Company's
    written request, delivered to the Administrative Agent at least sixty
    (60) days and not more than 180 days prior to the initial Maturity
    Date, such Maturity Date may be extended for a single period of one
    (1) year, provided that:
    
                    (a)  No Default or Event of Default shall have
          occurred and remain uncured on the initial Maturity Date, and the
          Administrative Agent shall have received a certificate to that
          effect signed by an authorized representative of the Company;
    
                    (b)  The representations and warranties set forth in
          this Agreement and the other Loan Documents shall be correct as
          of the initial Maturity Date as though made on and as of that
          date, and the Administrative Agent shall have received a
          certificate to that effect signed by a Responsible Officer;
    
                    (c)  The Company shall have paid to the Administrative
          Agent, for the account of the Banks, an extension fee equal to
          one-eighth of one percent (0.125%) of the Maximum Commitment
          Amount on the initial Maturity Date; and
    
                    (d)  The conditions set forth in subsections 4.3.6 and
          4.3.7 shall have been satisfied to the extent necessary to
          evidence the extension of the Maturity Date and to maintain and
          insure the validity and the priority of the Liens securing the
          Obligations.
    
    During the period from and after the initial Maturity Date, the
    Company shall have no right to request, and the Banks shall have no
    obligation to make, Loans to the Company; and the Company shall have
    no right to request, and BofA shall no obligation to make or to issue,
    Swing Loans to the Company or Letters of Credit for the Company's
    account.
    
               2.9  Interest.
    
                    2.9.1     Accrual Rate.  Subject to subsection 2.9.3,
    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 the LIBOR Rate or the Reference Rate, as the
    case may be, plus the Applicable Margin.
    
                    2.9.2     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 and 2.7.2 for the portion of the Loans so repaid and
    upon payment (including prepayment) in full thereof, if required by
    the Administrative Agent, and, during the existence of any Event of
    Default, interest shall be payable on demand.
    
                    2.9.3     Default Interest.  Commencing (i) ten (10)
    Business Days after the occurrence of any Event of Default under
    subsection 8.1.3 or (ii) upon the occurrence of any other Event of
    Default, and continuing thereafter while such Event of Default exists,
    or after maturity or acceleration, the Company shall pay interest
    (after as well as before entry of judgment thereon to the extent
    permitted by law) on the principal amount of all Obligations due and
    unpaid, at a rate per annum which is determined by adding 3% per annum
    to the Applicable Margin then in effect for such Loans and, in the
    case of Obligations not subject to an Applicable Margin, at a rate per
    annum equal to the Reference Rate plus 3.00%; provided, however, that,
    on and after the expiration of any Interest Period applicable to any
    LIBOR Rate Loan outstanding on the date of occurrence of such Event of
    Default or acceleration, the principal amount of such Loan shall,
    during the continuation of such Event of Default or after
    acceleration, bear interest at a rate per annum equal to the Reference
    Rate plus 3.00%.
    
                    2.9.4     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.
    
               2.10 Fees.  The Company shall pay to the Administrative
    Agent, for the account of the Banks (based on the allocations set
    forth below or such other allocations as may be agreed to by or among
    the Banks, or any of them, in writing from time to time): (a) on the
    Closing Date a one-time commitment fee equal to $125,000.00 to be
    allocated pro rata among the Banks based on their respective pro rata
    shares as set forth in the Existing Credit Agreement and a one-time
    commitment fee in an amount set forth in the fee letter of even date
    herewith among the Company, BofA and the Administrative Agent (the
    "Fee Letter") to be allocated to BofA with respect to the
    $50,000,000.00 increase in the amount of its Commitment pursuant to
    this Agreement; and (b) for the period from and after July 1, 1997, an
    unused commitment fee equal to 0.25% per annum of the difference
    between the Maximum Commitment Amount and the average daily amount
    outstanding hereunder, measured quarterly and payable quarterly in
    arrears on each October 1, January 1, April 1, and July 1, commencing
    October 1, 1997.  In addition, the Company shall pay to the
    Administrative Agent (c) for the account of BofA, a one-time
    arrangement fee, and (d) for its own account, an annual agency fee, in
    each case in an amount and at the times set forth in the Fee Letter.
    
               2.11 Computation of Fees and Interest.  All computations of
    interest and fees under this Agreement shall be made on the basis of a
    360-day year and actual days elapsed, which results in more interest
    or fees being paid than if computed on the basis of a 365-day year. 
    Interest and fees shall accrue during each period during which
    interest or such fees are computed from the first day thereof to the
    last day thereof.  Any change in the interest rate on a Loan resulting
    from a change in the Reference Rate or the Reserve Percentage shall
    become effective as of the opening of business on the day on which
    such change in the Reference Rate or the Reserve Percentage becomes
    effective.  Each determination of an interest rate by the
    Administrative Agent pursuant to any provision of this Agreement shall
    be conclusive and binding on the Company and the Banks in the absence
    of manifest error.
    
               2.12 Payments by the Company.  
    
                    2.12.1   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.  
    
                    2.12.2   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.
    
                    2.12.3   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.
    
               2.13 Payments by the Banks to the Administrative Agent.
    
                    2.13.1   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.
    
                    2.13.2   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.
    
               2.14 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.  
    
               2.15 Security; Appraisal of Approved Parcels.  
    
                    2.15.1   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.  
    
                    2.15.2   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
    twelve (12) consecutive calendar month period.  Not more often than
    once during any calendar year, the Company may request, in writing,
    that the Administrative Agent obtain a new Appraisal of one or more of
    the Approved Parcels at the Company's sole expense.  
    
               2.16 Release of Lien on Approved Parcel.
    
                    2.16.1   Release Conditions.  The Administrative Agent
    shall reconvey and release its Lien on an Approved Parcel upon the
    Company's satisfaction of all of the following conditions precedent:
    
                    (a)  The Company shall have submitted to the
          Administrative Agent a written request that the Administrative
          Agent reconvey and release its Lien on such Approved Parcel;  
    
                    (b)  The Company shall have paid to the Administrative
          Agent, for the account of the Banks, the lesser of (i) the
          Release Price for such Approved Parcel, or (ii) the then-
          outstanding aggregate principal amount of the Loans;
    
                    (c)  There shall have occurred no Default or Event of
          Default that remains uncured, and the Administrative Agent shall
          have received a certificate to that effect signed by a
          Responsible Officer;
    
                    (d)  The Approved Parcel to be reconveyed constitutes
          a legally separable and transferable lot or parcel under all
          applicable laws, ordinances, rules and regulations relating to
          the subdivision or parceling of real property and the transfer
          thereof; and 
    
                    (e)  Upon the Administrative Agent's request, the
          Administrative Agent has been furnished, at the Company's sole
          cost, with a CLTA form 111 indorsement or such other indorsements
          to any Title Policy as the Administrative Agent may require,
          assuring the Administrative Agent that the reconveyance will not
          result in the subordination of the lien of any Mortgage as to the
          remaining Approved Parcels to any other lien or claim affecting
          any such Approved Parcels.
    
    The foregoing conditions precedent are solely for the benefit of the
    Administrative Agent and the Banks, any may be waived in a writing
    signed by the Administrative Agent, with the consent of the Majority
    Banks, and in no other manner.
    
                    2.16.2   Application of Release Price.  The Release
    Price of each Approved Parcel shall be applied, in the Administrative
    Agent's sole discretion, first to any amounts due hereunder other than
    interest or principal then due and payable, then to interest then due,
    and then to the prepayment of principal (first to any Reference Rate
    Loans then outstanding and then to LIBOR Rate Loans with the shortest
    Interest Periods remaining).
    
               2.17 Tenant Documents.  The Company shall deliver to the
    Administrative Agent (or cause any Subsidiary 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 Borrower is
    required to comply with the provisions of this Section 2.17, 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 2.17 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 2.17.
    
               2.18 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).
    
               2.19 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.
    
          3.   Taxes, Yield Protection and Illegality.
    
               3.1  Taxes.  If any taxes (other than taxes on a Bank's net
    income) are at any time imposed on any payments under or in respect of
    this Agreement or any instrument or agreement required hereunder,
    including payments made pursuant to this Section 3.1, the Company
    shall pay all such taxes and shall also pay to the Administrative
    Agent, for the account of the applicable Bank, at the time interest is
    paid, all additional amounts which such Bank specifies as necessary to
    preserve the yield, after payment of such taxes, that such Bank would
    have received if such taxes had not been imposed.
    
               3.2  Illegality.
    
                    (a)  If any Bank determines that (i) the introduction
          of any Requirement of Law, or any change in any Requirement of
          Law or in the interpretation or administration thereof, has made
          it unlawful, or (ii) any central bank or other Governmental
          Authority has asserted that it is unlawful, for such Bank or its
          applicable Lending Office to make LIBOR Rate Loans, then, on
          notice thereof by such Bank to the Company and the Administrative
          Agent, the obligation of such Bank to make LIBOR Rate Loans shall
          be suspended until such Bank shall have notified the Company and
          the Administrative Agent that the circumstances giving rise to
          such determination no longer exist.
    
                    (b)  If any Bank determines that it is unlawful to
          maintain any LIBOR Rate Loan, the Company shall, upon its receipt
          of notice of such fact and demand from such Bank (with a copy to
          the Administrative Agent), prepay in full all LIBOR Rate Loans of
          that Bank then outstanding, together with interest accrued
          thereon and any amounts required to be paid in connection
          therewith pursuant to Section 3.4, either on the last day of the
          Interest Period thereof, if such Bank may lawfully continue to
          maintain such LIBOR Rate Loans to such day, or immediately, if
          such Bank may not lawfully continue to maintain such LIBOR Rate
          Loans.
    
                    (c)  Notwithstanding any contrary provision of
          Section 2.1, if the Company is required to prepay any LIBOR Rate
          Loan immediately as provided in subsection 3.2(b), then
          concurrently with such prepayment the Company shall borrow a
          Reference Rate Loan from the affected Bank in the amount of such
          repayment.
    
                    (d)  If the obligation of any Bank to make or maintain
          LIBOR Rate Loans has been terminated, the Company may elect, by
          giving notice to such Bank through the Administrative Agent, that
          all Loans which would otherwise be made by such Bank as LIBOR
          Rate Loans shall instead be Reference Rate Loans.
    
                    (e)  Before giving any notice to the Administrative
          Agent or the Company pursuant to this Section 3.2, the affected
          Bank shall designate a different Lending Office with respect to
          its LIBOR Rate Loans if such designation would avoid the need for
          giving such notice or making such demand and would not, in the
          judgment of such Bank, be illegal or otherwise disadvantageous to
          such Bank.
    
               3.3  Increased Costs and Reduction of Return.
    
                    (a)  If any Bank determines that, due to either (i)
          the introduction of, or any change (other than a change by way of
          imposition of, or increase in, reserve requirements included in
          the Reserve Percentage) in or in the interpretation of, any law
          or regulation or (ii) the compliance by such Bank (or its Lending
          Office) or any Corporation controlling such Bank with any
          guideline or request from any central bank or other Governmental
          Authority (whether or not having the force of law), there shall
          be any increase in the cost to such Bank of agreeing to make or
          making, funding or maintaining any LIBOR Rate Loans, then the
          Company shall be liable for, and shall from time to time, upon
          demand therefor by such Bank with a copy to the Administrative
          Agent, pay to the Administrative Agent for the account of such
          Bank such additional amounts as are sufficient to compensate such
          Bank for such increased costs.
    
                    (b)  If any Bank determines that (i) the introduction
          of any Capital Adequacy Regulation, (ii) any change in any
          Capital Adequacy Regulation, (iii) any change in the
          interpretation or administration of any Capital Adequacy
          Regulation by any central bank or other Governmental Authority
          charged with the interpretation or administration thereof, or
          (iv) compliance by such Bank (or its Lending Office), or any
          corporation controlling such Bank, with any Capital Adequacy
          Regulation affects or would affect the amount of capital that
          such Bank or any corporation controlling such Bank is required or
          expected to maintain, and such Bank (taking into consideration
          such Bank's or such corporation's policies with respect to
          capital adequacy and such Bank's desired return on capital)
          determines that the amount of such capital is increased as a
          consequence of any of its loans, credits or obligations under
          this Agreement, then, upon demand of such Bank to the Company
          through the Administrative Agent, the Company shall immediately
          pay to the Administrative Agent, for the account of such Bank,
          from time to time as specified by such Bank, additional amounts
          sufficient to compensate such Bank for such increase.
    
               3.4  Funding Losses.  The Company agrees to pay to the
    Administrative Agent, from time to time, for the account of the Banks,
    any amount that would be necessary to reimburse the Banks for, and to
    hold the Banks harmless from, any loss or expense which the Banks may
    sustain or incur as a consequence of:
    
                    (a)  the failure of the Company to make any payment or
          prepayment of principal of any LIBOR Rate Loan (including
          payments made after any acceleration thereof);
    
                    (b)  the failure of the Company to borrow, continue or
          convert a Loan after the Company has given (or is deemed to have
          given) a Borrowing Notice or a Conversion/Continuation Notice;
    
                    (c)  the failure of the Company to make any prepayment
          after the Company has given a notice in accordance with Section
          2.6;
    
                    (d)  the prepayment (including pursuant to
          Section 2.7.2) of a LIBOR Rate Loan on a day which is not the
          last day of the Interest Period with respect thereto;
    
                    (e)  the conversion pursuant to subsection 2.5 of any
          LIBOR Rate Loan to a Reference Rate Loan on a day that is not the
          last day of the respective Interest Period; 
    
    including any such loss or expense arising from the liquidation or
    reemployment of funds obtained to maintain the LIBOR Rate Loans
    hereunder or from fees payable to terminate the deposits from which
    such funds were obtained.  Solely for purposes of calculating amounts
    payable by the Company to the Administrative Agent, for the account of
    the Banks, under this Section 3.4, each LIBOR Rate Loan (and each
    related reserve, special deposit or similar requirement) shall be
    conclusively deemed to have been funded at the LIBOR used in
    determining the LIBOR Rate for such LIBOR Rate Loan by a matching
    deposit or other borrowing in the applicable offshore dollar interbank
    market for a comparable amount and for a comparable period, whether or
    not such LIBOR Rate Loan is in fact so funded.
    
               3.5  Inability to Determine Rates.  If any Bank determines
    that for any reason adequate and reasonable means do not exist for
    ascertaining the LIBOR Rate for any requested Interest Period with
    respect to a proposed LIBOR Rate Loan or that the LIBOR Rate
    applicable pursuant to subsection 2.9.1 for any requested Interest
    Period with respect to a proposed LIBOR Rate Loan does not adequately
    and fairly reflect the cost to such Bank of funding such Loan, such
    Bank will forthwith give notice of such determination to the Company
    through the Administrative Agent.  Thereafter, the obligation of such
    Bank to make or maintain LIBOR Rate Loans hereunder shall be suspended
    until such Bank revokes such notice in writing.  Upon receipt of such
    notice, the Company may revoke any Borrowing Notice or
    Conversion/Continuation Notice then submitted by it.  If the Company
    does not revoke such notice, the affected Bank shall make, convert or
    continue the Loans, as proposed by the Company, in the amount
    specified in the applicable notice submitted by the Company, but such
    Loans shall be made, converted or continued as Reference Rate Loans
    instead of LIBOR Rate Loans.
    
               3.6  Certificate of Bank.  Any Bank, if claiming
    reimbursement or compensation pursuant to this Article 3, shall
    deliver to the Company through the Administrative Agent a certificate
    setting forth in reasonable detail the amount payable to such Bank
    hereunder, and such certificate shall be conclusive and binding on the
    Company in the absence of manifest error.
    
               3.7  Survival.  The agreements and obligations of the
    Company in this Article 3 shall survive the payment and performance of
    all other Obligations.
    
          4.   Conditions Precedent.
    
               4.1  Conditions to Approving Parcels.  Subject to the
    provisions of Section 10.18, a Parcel shall be considered an Approved
    Parcel for purposes of this Agreement upon satisfaction of all of the
    following conditions precedent:
    
                    4.1.1   Fee Ownership.  The Company or a Subsidiary
    owns fee title to such Parcel. 
    
                    4.1.2   Satisfactory Parcel.  Such Parcel either (a)
    is satisfactory to the Supermajority Banks in their sole and absolute
    discretion or (b) both (i) is satisfactory to the Majority Banks in
    their sole and absolute discretion and (ii) satisfies all of the
    following additional conditions: (1) the Parcel is improved, and the
    improvements located on such Parcel are and will be used solely for
    suburban office, industrial, warehouse or research and development
    purposes (except for the Parcel located in Colorado Springs, Colorado,
    commonly known as the Academy Place shopping center, which is and will
    be used solely for retail purposes), (2) the gross acquisition cost of
    the Parcel to the Company or a Subsidiary is less than Ten Million
    Dollars ($10,000,000.00), (3) the Parcel is located in a geographic
    market in which one or more Approved Parcels is located, and (4) the
    Administrative Agent has received evidence in form and substance
    satisfactory to the Majority Banks of such Parcel's compliance with
    the foregoing conditions.
    
                    4.1.3   No Hazardous Materials.  Such Parcel shall be
    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
    Supermajority 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 (i)
    ground leases as to which the Company is the lessee or (ii) Liens
    securing nondelinquent taxes or assessments.
    
                    4.1.6   Deliveries to the Administrative Agent.  The
    Administrative Agent shall have received each of the following in form
    and substance satisfactory to the Administrative Agent:
    
                         (1)  a current ALTA survey of such Parcel and
          Surveyor's Certification, including a complete legal description;
    
                         (2)  copies of all exceptions to title with
          respect to such Parcel;
    
                         (3)  at the Administrative Agent's request,
          copies of any available plans and specifications for any
          improvements located on such Parcel;
    
                         (4)  an environmental site assessment for such
          Parcel, dated as of a recent date, prepared by a qualified firm
          acceptable to the Administrative Agent, stating, among other
          things, that such Parcel is free from Hazardous Materials other
          than commercially reasonable quantities of Hazardous Materials
          typically used in properties similar to such Parcel, and that any
          such Hazardous Materials located thereon and all operations
          conducted thereon are in compliance with all Environmental Laws
          and showing any Estimated Remediation Costs;
    
                         (5)  at the Administrative Agent's request,
          copies of all leases and contracts not cancelable on thirty (30)
          days' notice and a rent roll relating to all or any portion of
          such Parcel;  
    
                         (6)  At the Administrative Agent's request,
          financial statements for any Major Tenant that are available to
          the Company;
    
                         (7)  an operating report for such Parcel for not
          less than the four (4) most recent consecutive quarters, together
          with a projection of the operating results for such Parcel for
          the following twelve (12) months;  
    
                         (8)  a certificate concerning the amount of
          space at such Parcel devoted to office, industrial, research and
          development (other than office) and flexible industrial (other
          than research and development or warehouse) uses signed by the
          Company and, if such Parcel is owned by a Person other than the
          Company, such other Person, substantially in the form of
          Exhibit D;
    
                         (9)  at the Administrative Agent's request, a
          cost budget for any anticipated renovation of such Parcel;
    
                         (10) if such Parcel is owned by a Person other
          than the Company, copies of all of such Person's Organization
          Documents;
    
                         (11) a duly executed Mortgage, financing
          statement(s) and assignment of contracts covering such Parcel;
    
                         (12) such certificates relating to the authority
          of the Persons signing the documents required under
          Section 4.1.6(11) as the Administrative Agent may reasonably
          request;
    
                         (13) at the Administrative Agent's request, a
          written opinion of counsel to the Company and the Person signing
          the documents required under Section 4.1.6(11) practicing in the
          jurisdiction in which such Parcel is located (which counsel shall
          be acceptable to the Administrative Agent) covering such matters
          relating to the Company, such other Person, the Loans and such
          Parcel as the Administrative Agent may require;
    
                         (14) 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;
    
                         (15) 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
    
                         (16) 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 and the
          Environmental Indemnity executed by the Company;
    
                    (b)  copies of the resolutions of the board of
          directors of the Company approving and authorizing the execution,
          delivery and performance by the Company of this Agreement, the
          other Loan Documents to be delivered hereunder, and the
          Environmental Indemnity, and authorizing the borrowing of the
          Loans, certified as of the Closing Date by the Secretary or an
          Assistant Secretary of the Company; 
    
                    (c)  a certificate of the Secretary or Assistant
          Secretary of the Company certifying the names and true signatures
          of the officers of the Company authorized to execute and deliver,
          as applicable, this Agreement, all other Loan Documents to be
          delivered hereunder, and the Environmental Indemnity; 
    
                    (d)  the articles or certificate of incorporation of
          the Company as in effect on the Closing Date, certified by the
          Secretary of State of the state of incorporation of the Company
          as of a recent date and by the Secretary or Assistant Secretary
          of the Company as of the Closing Date; and
    
                    (e)  a good standing certificate for the Company from
          the Secretary of State of (i) its state of incorporation and (ii)
          each state in which an Approved Parcel is situated, evidencing
          that the Company is qualified to do business as a foreign
          corporation in said state as of a recent date, together with
          bringdown certificates by telex or telefacsimile dated the
          Closing Date;
    
                    (f)  an opinion of Bartko, Zankel, Tarrant & Miller,
          or other counsel to the Company acceptable to the Administrative
          Agent, addressed to the Administrative Agent, substantially in
          the form of Exhibit E;
    
                    (g)  a certificate signed by a Responsible Officer,
          dated as of the Closing Date, stating that (i) the
          representations and warranties contained in Article 5 are true
          and correct on and as of such date, as though made on and as of
          such date; (ii) no Default or Event of Default exists or would
          result from the initial Loan; and (iii) there has occurred since
          December 31, 1996, no event or circumstance that could reasonably
          be expected to result in a Material Adverse Effect;
    
                    (h)  a certified copy of financial statements of the
          Company and its Subsidiaries referred to in Section 5.11;
    
                    (i)  such other approvals, opinions or documents as
          the Administrative Agent may request;
    
                    (j)  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; and
    
                    (k)  fully executed and acknowledged originals of a
          recordable modification agreement (the "Short Form Modification
          Agreement") substantially in the form attached as Exhibit Ghereto to 
          be recorded in each county in which a Mortgage
          encumbering a Parcel has been recorded prior to the Closing Date.
    
                    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.  The Company shall have paid
    to the Administrative Agent, for the account of the Banks, the
    commitment fee owing pursuant to Section 2.10.
    
               4.3  Conditions to All Borrowings.  The obligation of the
    Banks to make any Loan (including the initial Loan) is subject to the
    satisfaction of all of the following conditions precedent on the
    relevant borrowing date:
    
                    4.3.1   Initial Approved Parcel.  At least one (1)
    Parcel shall have become an Approved Parcel by satisfying all of the
    conditions of Section 4.1.
    
                    4.3.2   Notice of Borrowing.  The Administrative Agent
    shall have received a Borrowing Notice.
    
                    4.3.3   Continuation of Representations and
    Warranties.  The representations and warranties made by the Company
    contained in Article 5 shall be true and correct on and as of such
    borrowing date with the same effect as if made on and as of such
    borrowing date (except to the extent such representations and
    warranties expressly refer to an earlier date, in which case they
    shall be true and correct as of such earlier date).
    
                    4.3.4   No Existing Default.  No Default or Event of
    Default shall exist or shall result from such Loan.
    
                    4.3.5   No Future Advance Notice.  The Administrative
    Agent shall not have received from the Company any notice that any
    Collateral Document will no longer secure future advances or future
    Loans to be made or extended under this Agreement.
    
                    4.3.6   Further Assurances.  The Company shall have
    executed and acknowledged (or caused to be executed and acknowledged)
    and delivered to the Administrative Agent all documents and taken all
    actions, reasonably required by the Administrative Agent or the Banks
    from time to time to confirm the rights created or now or hereafter
    intended to be created by the Loan Documents or the Environmental
    Indemnity, or otherwise to carry out the purposes of the Loan
    Documents and the transactions contemplated thereunder.
    
                    4.3.7   Title Insurance.  The Administrative Agent
    shall have received, in form and substance satisfactory to the Banks,
    from any title insurer who issued a Title Policy, all indorsements,
    binders and modifications to such policy or policies reasonably
    required by the Banks.
    
    Each Borrowing Notice submitted by the Company hereunder shall
    constitute a representation and warranty by the Company hereunder, as
    of the date of each such Borrowing Notice and as of the date of each
    Loan, that the conditions in Section 4.3 are satisfied.
    
               4.4  Letters of Credit.  In addition to the conditions set
    forth in Sections 4.2 and 4.3, BofA'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 the BofA's standard form.
    
                    4.4.2   The Company shall have paid to the
    Administrative Agent, for the benefit of the Banks, a letter of credit
    fee in the aggregate amount of 2.00% per annum on the face amount of
    the requested Letter of Credit and based on the expiry date set forth
    therein.
    
          5.   Representations and Warranties.  The Company represents and
    warrants to the Administrative Agent and each of the Banks that:
    
               5.1  Existence and Power.  The Company and each of its
    Subsidiaries (a) is a corporation duly organized, validly existing and
    in good standing under the laws of the jurisdiction of its
    incorporation; and (b) is duly qualified as a foreign corporation,
    licensed and in good standing under the laws of each jurisdiction
    where its ownership, lease or operation of property or the conduct of
    its business requires such qualification.  Each Permitted Partnership
    (c) is a limited partnership duly organized, validly existing and in
    good standing under the laws of the jurisdiction of its creation; and
    (d) is duly qualified as a foreign limited partnership, licensed and
    in good standing under the laws of each jurisdiction where its
    ownership, lease or operation of property or the conduct of its
    business requires such qualification.  The Company, each of its
    Subsidiaries and each Permitted Partnership (e) has the power and
    authority, and has obtained all governmental licenses, authorizations,
    consents and approvals needed, to own its assets, to carry on its
    business and to execute, deliver and perform its obligations under the
    Loan Documents to which it is a party and the Environmental Indemnity;
    and (f) is in compliance with all Requirements of Law; except, in each
    case referred to in clause (b), clause (d) or clause (f), to the
    extent that failure to do so could not reasonably be expected to have
    a Material Adverse Effect.
    
               5.2  Corporate Authorization; No Contravention.  The
    execution, delivery and performance by the Company of this Agreement,
    any other Loan Document and the Environmental Indemnity have been duly
    authorized by all necessary corporate action, and do not and will not:
    
                    (a)  contravene the terms of any of the Company's
          Organization Documents;
    
                    (b)  conflict with or result in any breach or
          contravention of, or the creation of any Lien under, any
          Contractual Obligation to which the Company is a party or any
          order, injunction, writ or decree of any Governmental Authority
          to which the Company or its Property is subject; or
    
                    (c)  violate any Requirement of Law.
    
               5.3  Governmental Authorization.  No approval, consent,
    exemption, authorization or other action by, or notice to or filing
    with, any Governmental Authority (except for recordings or filings in
    connection with the Liens granted to the Administrative Agent under
    the Collateral Documents) is necessary or required in connection with
    the execution, delivery or performance by, or enforcement against, the
    Company of this Agreement, any other Loan Document to which the
    Company is a party, or the Environmental Indemnity.
    
               5.4  Binding Effect.  This Agreement, each other Loan
    Document and the Environmental Indemnity constitute the legal, valid
    and binding obligations of the Company, enforceable in accordance with
    their respective terms, except as enforceability may be limited by
    applicable bankruptcy, insolvency or similar laws affecting the
    enforcement of creditors' rights generally or by equitable principles
    relating to enforceability.
    
               5.5  Litigation.  Except as specifically disclosed in
    Schedule 5.5, there are no actions, suits, proceedings, claims or
    disputes pending, or to the best knowledge of the Company threatened
    or contemplated, at law, in equity, in arbitration or before any
    Governmental Authority, against the Company, any of its Subsidiaries
    or any Permitted Partnership, or any of their respective Properties,
    which (a) purport to affect or pertain to this Agreement, any other
    Loan Document or the Environmental Indemnity, or any of the
    transactions contemplated hereby or thereby, or (b) if determined
    adversely to the Company, one or more of its Subsidiaries or one or
    more Permitted Partnerships would reasonably be expected to have a
    Material Adverse Effect.  No injunction, writ, temporary restraining
    order or any order of any nature has been issued by any court or other
    Governmental Authority purporting to enjoin or restrain the execution,
    delivery or performance of this Agreement, any other Loan Document or
    the Environmental Indemnity, or directing that the transactions
    provided for herein or therein not be consummated as herein or therein
    provided.
    
               5.6  No Default.  No Default or Event of Default exists or
    would result from the incurring of any Obligations by the Company. 
    Neither the Company nor any of its Subsidiaries nor any Permitted
    Partnership is in default under or with respect to any Contractual
    Obligation in any respect which, individually or together with all
    such defaults, could reasonably be expected to have a Material Adverse
    Effect.
    
               5.7  ERISA Compliance.  Each Plan and Multi-employer Plan
    is in full compliance with applicable Requirements of Law, including
    ERISA, and no ERISA Events or accumulated funding deficiencies within
    the meaning of ERISA have occurred with respect to any Qualified Plan
    or Multi-employer Plan that, in the aggregate, could result in a
    Material Adverse Effect.
    
               5.8  Use of Proceeds; Margin Regulations.  The proceeds of
    the Loans are intended to be and shall be used solely for the purposes
    set forth in and permitted by Section 6.11, and are intended to be and
    shall be used in compliance with Section 7.6.
    
               5.9  Title to Properties.  The Company, each of its
    Subsidiaries and each Permitted Partnership has good record and
    marketable title in fee simple to all real Property necessary or used
    in the ordinary conduct of its business, except for such defects in
    title as could not, individually or in the aggregate, have a Material
    Adverse Effect.  As of the Closing Date, the Property of the Company,
    its Subsidiaries and each Permitted Partnership is subject to no Liens
    that are not disclosed in the most recent financial statements
    delivered to the Administrative Agent other than Permitted Liens and,
    with respect to a Property that does not serve as Collateral for any
    of the Obligations (i) Liens securing the performance of obligations
    under recorded covenants, conditions and restrictions, easements or
    other agreements among adjoining landowners, and (ii) Liens securing
    purchase money financing of fixtures and equipment, or securing other
    indebtedness that in the aggregate does not exceed $100,000.
    
               5.10 Taxes.  The Company, its Subsidiaries and each
    Permitted Partnership have filed all federal and other material tax
    returns and reports required to be filed, and have paid all federal
    and other material taxes, assessments, fees and other governmental
    charges levied or imposed upon them or their Properties, income or
    assets otherwise due and payable, except those which are being
    contested in good faith by appropriate proceedings and for which
    adequate reserves have been provided in accordance with GAAP, and no
    Notice of Lien has been filed or recorded. There is no proposed tax
    assessment against the Company, any of its Subsidiaries or any
    Permitted Partnership that would, if the assessment were made, have a
    Material Adverse Effect.
    
               5.11 Financial Condition.
    
                     (a) The unaudited consolidated financial statements
          of the Company and its Subsidiaries dated December 31, 1996, and
          the related consolidated statements of operations, shareholders'
          equity and cash flows for the quarter 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 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, 1996, 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, each of its Subsidiaries and each
          Permitted Partnership comply in all respects with all
          Environmental Laws, except such non-compliance which would not
          (if enforced in accordance with applicable law) result in
          liability in excess of $50,000 in the aggregate.
    
                    (b)  Except as specifically disclosed in
          Schedule 5.12, the Company, each of its Subsidiaries and each
          Permitted Partnership has obtained all licenses, permits,
          authorizations and registrations required under any Environmental
          Law ("Environmental Permits") and necessary for its ordinary
          course operations, all such Environmental Permits are in good
          standing, and the Company and each of its Subsidiaries is in
          compliance with all material terms and conditions of such
          Environmental Permits.
    
                    (c)  Except as specifically disclosed in Schedule
          5.12, none of the Company, any of its Subsidiaries, any Permitted
          Partnership or any of their respective present Property or
          operations is subject to any outstanding written order from, or
          agreement with, any Governmental Authority, or subject to any
          judicial or docketed administrative proceeding, respecting any
          Environmental Law, Environmental Claim or Hazardous Material.
    
                    (d)  Except as specifically disclosed in
          Schedule 5.12, to the best knowledge of the Company there are no
          Hazardous Materials or other conditions or circumstances existing
          with respect to any Parcel, or arising from operations of the
          Company, any of its Subsidiaries or any Permitted Partnership
          prior to the Closing Date, that would reasonably be expected to
          give rise to Environmental Claims with a potential liability of
          the Company and its Subsidiaries in excess of $50,000 in the
          aggregate for any such condition, circumstance or Parcel.  In
          addition, (i) neither the Company nor any of its Subsidiaries nor
          any Permitted Partnership has any underground storage tanks (x)
          that are not properly registered or permitted under applicable
          Environmental Laws, or (y) that are leaking or disposing of
          Hazardous Materials off-site, and (ii) the Company, its
          Subsidiaries and each Permitted Partnership have notified all of
          their employees of the existence, if any, of any health hazard
          arising from the conditions of their employment and have met all
          notification requirements under Title III of CERCLA and all other
          Environmental Laws.
    
               5.13 Regulated Entities.  Neither the Company nor any
    Person controlling the Company is (a) an "Investment Company" within
    the meaning of the Investment Company Act of 1940; or (b) subject to
    regulation under the Public Utility Holding Company Act of 1935, the
    Federal Power Act, the Interstate Commerce Act, any state public
    utilities code, or any other federal or state statute or regulation
    limiting its ability to incur Indebtedness.
    
               5.14 No Burdensome Restrictions.  The Company is not a
    party to, or bound by, any Contractual Obligation, or subject to any
    charter or corporate restriction or any Requirement of Law, which
    could reasonably be expected to have a Material Adverse Effect.
    
               5.15 Solvency.  The Company is Solvent, each of its
    Subsidiaries is Solvent and each Permitted Partnership is Solvent.
    
               5.16 Subsidiaries; Equity Investments.  As of the Closing
    Date, the Company has no Subsidiaries other than those specifically
    disclosed in part (a) of Schedule 5.16, and has no equity investments
    in any (i) Permitted Partnership other than those specifically
    disclosed in part (b) of Schedule 5.16 or (ii) other corporation,
    partnership or other entity other than those specifically disclosed in
    part (c) of Schedule 5.16.
    
               5.17 Brokers; Transaction Fees.  Neither the Company nor
    any of its Subsidiaries has any obligation to any Person in respect of
    any finder's, broker's or investment banker's fee in connection with
    the transactions contemplated hereby.
    
               5.18 Insurance.  The Properties of the Company, its
    Subsidiaries and each Permitted Partnership are insured with
    financially sound and reputable insurance companies in such amounts,
    with such deductibles and covering such risks as are customarily
    carried by companies engaged in similar businesses and owning similar
    Properties in localities where the Company, such Subsidiary or such
    Permitted Partnership operates.
    
               5.19 Full Disclosure.  None of the representations or
    warranties made by the Company or any of its Subsidiaries in the Loan
    Documents or the Environmental Indemnity, as of the date such
    representations and warranties are made or deemed made, and none of
    the statements contained in any exhibit, report, statement or
    certificate furnished by or on behalf of the Company or any of its
    Subsidiaries in connection with the Loan Documents, contains any
    untrue statement of a material fact or omits any material fact
    required to be stated therein or necessary to make the statements made
    therein, in light of the circumstances under which they are made, not
    misleading.
    
          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 sheet of the Company, its
          consolidated subsidiaries and each Permitted Partnership as at
          the end of such year and the related consolidated statements of
          income, shareholders' equity and cash flows for such calendar
          year, setting forth in each case in comparative form the figures
          for the previous year, and accompanied by the opinion of a
          nationally recognized independent public accounting firm stating
          that such consolidated financial statements present fairly the
          financial position 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 calendar quarter of each year, a
          copy of the unaudited consolidated balance sheet of the Company,
          its consolidated Subsidiaries and each Permitted Partnership as
          of the end of such quarter and the related consolidated
          statements of income, shareholders' equity and cash flows for the
          period commencing on the first day and ending on the last day of
          such quarter, certified by an appropriate Responsible Officer as
          being complete and correct and fairly presenting the financial
          position and results of operations of the Company, the
          Subsidiaries and the Permitted Partnerships in accordance with
          GAAP;
    
                    (c)  as soon as available, but not later than 45 days
          after the end of each calendar quarter of each year, operating
          statements and rent rolls for each Property securing the Loans,
          certified by an appropriate Responsible Officer as being complete
          and correct and fairly presenting the financial position and the
          results of operations of the Company and the Subsidiaries in
          accordance with GAAP, 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 60 days
          after the end of each semi-annual period ending on June 30 and
          December 31, rolling two-year consolidated cash flow projections
          for the Company, each of its Subsidiaries and each Permitted
          Partnership, certified by an appropriate Responsible Officer of
          the Company as being complete and correct in all material
          respects; and
    
                    (e)  not later than 30 days after the end of each
          calendar month, a report in form and substance satisfactory to
          the Administrative Agent concerning the status of all development
          activity of the Company, each of its Subsidiaries and each
          Permitted Partnership. 
    
               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 (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, and (ii) showing in detail the calculations
          supporting such statement in respect of Sections 2.7.2(a), 7.10,
          7.11, 7.14, 7.15, 7.16 and 7.17;
    
                    (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, 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 foreseeably will become a Default or
          Event of Default;
    
                    (b)  of (i) any breach or non-performance of, or any
          default under, any Contractual Obligation of the Company, any of
          its Subsidiaries or any Permitted Partnership which could result
          in a Material Adverse Effect; and (ii) any dispute, litigation,
          investigation, proceeding or suspension which may exist at any
          time between the Company or any of its Subsidiaries or any
          Permitted Partnership and any Governmental Authority;
    
                    (c)  of the commencement of, or any material
          development in, any litigation or proceeding affecting the
          Company, any Subsidiary or any Permitted Partnership (i) in which
          the amount of damages claimed is $500,000 or more, (ii) in which
          injunctive or similar relief is sought and which, if adversely
          determined, would reasonably be expected to have a Material
          Adverse Effect, or (iii) in which the relief sought is an
          injunction or other stay of the performance of this Agreement,
          any Loan Document or the Environmental Indemnity; 
    
                    (d)  upon, but in no event later than ten (10) days
          after, becoming aware of (i) any and all enforcement, cleanup,
          removal or other governmental or regulatory actions instituted,
          completed or threatened against the Company, any Subsidiary or
          any Permitted Partnership or any of their respective Properties
          pursuant to any applicable Environmental Laws, (ii) all other
          Environmental Claims, and (iii) any environmental or similar
          condition on any real property adjoining or in the vicinity of
          any real Property of the Company, any Subsidiary or any Permitted
          Partnership that could reasonably be anticipated to cause such
          Property or any part thereof to be subject to any restrictions on
          the ownership, occupancy, transferability or use of such Property
          under any Environmental Laws;
    
                    (e)  of any of the following ERISA events affecting
          the Company or any member of its Controlled Group (but in no
          event more than ten (10) days after such event), together with a
          copy of any notice with respect to such event that may be
          required to be filed with a Governmental Authority and any notice
          delivered by a Governmental Authority to the Company or any
          member or its Controlled Group with respect to such event:
    
               (i)  an ERISA Event;
    
               (ii) the adoption of any new Plan that is subject to Title
    IV of ERISA or section 412 of the Code by any member of the Controlled
    Group;
    
               (iii)     the adoption of any amendment to a Plan that is
    subject to Title IV of ERISA or section 412 of the Code, if such
    amendment results in a material increase in benefits or Unfunded
    Pension Liabilities; or 
    
               (iv) the commencement of contributions by any member of the
    Controlled Group to any Plan that is subject to Title IV of ERISA or
    section 412 of the Code;
    
                    (f)  any Material Adverse Effect subsequent to the
          date of the most recent audited financial statements of the
          Company delivered to the Administrative Agent pursuant to
          subsection 6.1(a);
    
                    (g)  of any change in accounting policies or financial
          reporting practices by the Company, any of its Subsidiaries or
          any Permitted Partnership within ten (10) days of their adoption;
          and
    
                    (h)  of any notice of redemption given with respect to
          any or all of the Company's preferred shares, within ten (10)
          days of the date of such notice.
    
    Each notice pursuant to this Section shall be accompanied by a written
    statement by a Responsible Officer of the Company setting forth
    details of the occurrence referred to therein, and stating what action
    the Company proposes to take with respect thereto and at what time. 
    Each notice under subsection 6.3(a) shall describe with particularity
    any and all clauses or provisions of this Agreement or other Loan
    Document that have been breached or violated.
    
               6.4  Preservation of Corporate Existence, Etc.  Subject to
    the provisions of Section 7.2, the Company shall, and shall cause each
    of its Subsidiaries and each Permitted Partnership to:
    
                    (a)  preserve and maintain in full force and effect
          its corporate or partnership existence and good standing under
          the laws of its state or jurisdiction of incorporation;
    
                    (b)  preserve and maintain in full force and effect
          all rights, privileges, qualifications, permits, licenses and
          franchises necessary or desirable in the normal conduct of its
          business;
    
                    (c)  use its reasonable efforts, in the Ordinary
          Course of Business, to preserve its business organization; and
    
                    (d)  in the case of each Permitted Partnership,
          preserve and maintain in full force and effect, without amendment
          or modification, such Permitted Partnership's agreement of
          limited partnership and certificate of limited partnership, and
          otherwise at all times continue to satisfy all of the
          requirements set forth in the definition of the term "Permitted
          Partnership".
    
               6.5  Maintenance of Property.  The Company shall maintain,
    and shall cause each of its Subsidiaries and each Permitted
    Partnership to maintain, and preserve all of its Property which is
    used or useful in its business in good working order and condition,
    ordinary wear and tear excepted and make all necessary repairs thereto
    and renewals and replacements thereof except where the failure to do
    so could not reasonably be expected to have a Material Adverse Effect.
    
               6.6  Insurance.  In addition to insurance requirements set
    forth in the Collateral Documents, the Company shall maintain, and
    shall cause each Subsidiary and each Permitted Partnership to
    maintain, with financially sound and reputable independent insurers,
    insurance with respect to its Properties and business against loss or
    damage of the kinds customarily insured against by Persons engaged in
    the same or similar business, of such types and in such amounts as are
    customarily carried under similar circumstances by such other Persons,
    including workers' compensation insurance, public liability insurance,
    property and casualty insurance and rental interruption insurance, the
    amount of which shall not be reduced by the Company, any Subsidiary or
    any Permitted Partnership in the absence of thirty (30) days' prior
    notice to the Administrative Agent.  All casualty insurance covering
    an Approved Parcel maintained by the Company and its Subsidiaries
    shall name the Administrative Agent, as administrative agent for the
    Banks, as loss payee, and all liability, rental interruption and other
    insurance covering an Approved Parcel maintained by the Company and
    its Subsidiaries shall name the Administrative Agent, as
    administrative agent for the Banks, as additional insured as its
    interest may appear.  Upon request of the Administrative Agent, the
    Company shall furnish the Administrative Agent at reasonable intervals
    (but not more often than once per calendar year) a certificate of a
    Responsible Officer of the Company (and, if requested by the
    Administrative Agent any insurance broker for the Company) setting
    forth the nature and extent of all insurance maintained by the
    Company, its Subsidiaries and the Permitted Partnership in accordance
    with this Section 6.6 or any Collateral Documents (and which, in the
    case of a certificate of a broker, were placed through such broker).
    
               6.7  Payment of Obligations.  The Company shall, and shall
    cause its Subsidiaries and each Permitted Partnership to, pay and
    discharge as the same shall become due and payable, all their
    respective obligations and liabilities, including:
    
                    (a)  all tax liabilities, assessments and governmental
          charges or levies upon it or its properties or assets, unless the
          same are being contested in good faith by appropriate proceedings
          (which proceedings have the effect of preventing the imposition
          of a Lien on, or the forfeiture or sale of, any Property of the
          Company, any of its Subsidiaries or any Permitted Partnership)
          and adequate reserves in accordance with GAAP are being
          maintained by the Company or such Subsidiary or Permitted
          Partnership;
    
                    (b)  all lawful claims which, if unpaid, would by law
          become a Lien upon its Property unless the same are being
          contested in good faith by appropriate proceedings (which
          proceedings have the effect of preventing the imposition of a
          Lien on, or the forfeiture or sale of, any Property of the
          Company, any of its Subsidiaries or any Permitted Partnership)
          and adequate reserves in accordance with GAAP are being
          maintained by the Company or such Subsidiary or Permitted
          Partnership; and
    
                    (c)  all Indebtedness, as and when due and payable,
          but subject to any subordination provisions contained in any
          instrument or agreement evidencing such Indebtedness.
    
               6.8  Compliance with Laws.  The Company shall comply, and
    shall cause each of its Subsidiaries and each Permitted Partnership to
    comply, in all material respects with all Requirements of Law of any
    Governmental Authority having jurisdiction over it or its business or
    any of its Property, except such as may be contested in good faith or
    as to which a bona fide dispute may exist.
    
               6.9  Inspection of Property and Books and Records.  The
    Company shall maintain, and shall cause each of its Subsidiaries and
    each Permitted Partnership to maintain, proper books of record and
    account in which full, true and correct entries in conformity with
    GAAP consistently applied shall be made of all financial transactions
    and matters involving the assets and business of the Company and such
    Subsidiaries and Permitted Partnerships.  The Company shall permit,
    and shall cause each of its Subsidiaries and each Permitted
    Partnership to permit, representatives of the Administrative Agent or
    any Bank to visit and inspect any of their respective Properties, to
    examine their respective corporate, financial and operating records,
    and make copies thereof or abstracts therefrom, and to discuss their
    respective affairs, finances and accounts with their respective
    directors, officers and independent public accountants, all at the
    expense of the Company (which shall include all internal or outside
    legal and other consultant fees and other out-of-pocket expenses
    incurred by the Administrative Agent or any of the Banks in connection
    with any such inspection, but shall not include the Administrative
    Agent's or any Bank's normal overhead or employee costs of
    administering the Loans) and at such reasonable times during normal
    business hours and as often as may be reasonably desired, upon
    reasonable advance notice to the Company; provided, however, that when
    an Event of Default exists the Administrative Agent or any Bank may do
    any of the foregoing at the expense of the Company at any time during
    normal business hours and without advance notice.  No actions by the
    Administrative Agent or any Bank pursuant to this Section 6.9 shall
    unreasonably interfere with (a) the performance by the Company's
    employees of their duties or (b) the occupancy of any of the Company's
    tenants.
    
               6.10 Environmental Laws.  The Company shall, and shall
    cause each of its Subsidiaries and each Permitted Partnership to,
    conduct its operations and keep and maintain its Property in
    compliance with all Environmental Laws whose violation could,
    individually or in the aggregate, result in liability in excess of
    $250,000.  Upon the written request of the Administrative Agent or any
    Bank, the Company shall submit, and cause each of its Subsidiaries and
    each Permitted Partnership to submit, to the Administrative Agent,
    with sufficient copies for each Bank, at the Company's sole cost and
    expense, at reasonable intervals, a report providing an update of the
    status of any environmental, health or safety compliance, hazard or
    liability issue identified in any notice or report required pursuant
    to subsection 6.3(d), that could, individually or in the aggregate,
    result in liability in excess of $250,000.
    
               6.11 Use of Proceeds.  Subject to the provisions of
    Section 3.2(c), the Company shall use the proceeds of the Loans solely
    for the purpose of (i) facilitating the Company's acquisition of
    improved real property (subject to the provisions of Section 7.12),
    and (ii) financing the Company's operating expenses.
    
               6.12 Solvency.  The Company shall at all times be, and
    shall cause each of its Subsidiaries and each Permitted Partnership to
    be, Solvent.
    
               6.13 Further Assurances.  Promptly upon request by the
    Administrative Agent, the Company shall (and shall cause any of its
    Subsidiaries or any Permitted Partnership to) do such further acts,
    and execute, acknowledge, deliver, record, re-record, file, re-file,
    register and re-register any and all deeds, conveyances, security
    agreements, deeds of trust, mortgages, assignments, estoppel
    certificates, financing statements and continuations thereof,
    termination statements, notices of assignment, transfers,
    certificates, assurances and other instruments, as the Administrative
    Agent may reasonably require from time to time in order to (i) carry
    out more effectively the purposes of this Agreement or any other Loan
    Document, (ii) subject to the Liens created by any of the Collateral
    Documents any of the Properties, rights or interests covered by any of
    the Collateral Documents, (iii) perfect and maintain the validity,
    effectiveness and priority of any of the Collateral Documents and the
    Liens intended to be created thereby, and (iv) better assure, convey,
    grant, assign, transfer, preserve, protect and confirm to the
    Administrative Agent and the Banks the rights granted or now or
    hereafter intended to be granted to the Administrative Agent or the
    Banks under any Loan Document or under any other document executed in
    connection therewith.
    
          7.   Negative Covenants.  The Company hereby covenants and agrees
    that, so long as any Bank shall have any obligation hereunder, or any
    Loan or other Obligation shall remain unpaid or unsatisfied, unless
    the Administrative Agent, on behalf of the Majority Banks, waives
    compliance in writing:
    
               7.1  Limitation on Liens.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, directly or indirectly, make, create, incur, assume or
    suffer to exist any Lien upon or with respect to any part of the
    Collateral, whether now owned or hereafter acquired, other than the
    following ("Permitted Liens"):
    
                    (a)  any Lien created under any Loan Document;
    
                    (b)  Liens for taxes, fees, assessments or other
          governmental charges which are not delinquent or remain payable
          without penalty, or to the extent that non-payment thereof is
          permitted by Section 6.7, provided that no Notice of Lien has
          been filed or recorded; or
    
                    (c)  carriers', warehousemen's, mechanics',
          landlords', materialmen's, repairmen's or other similar Liens
          arising in the Ordinary Course of Business which are not
          delinquent or remain payable without penalty or which are being
          contested in good faith and by appropriate proceedings, which
          proceedings have the effect of preventing the forfeiture or sale
          of the Property subject thereto.
    
               7.2  Consolidations and Mergers.  The Company shall not,
    and shall not suffer or permit any of its Subsidiaries or any
    Permitted Partnership to, merge, consolidate with or into, or convey,
    transfer, lease or otherwise dispose of (whether in one transaction or
    in a series of transactions) all or substantially all of its assets
    (whether now owned or hereafter acquired) to or in favor of any
    Person, except:
    
                    (a)  any Subsidiary of the Company or any Permitted
          Partnership may merge with (i) the Company, provided that the
          Company shall be the continuing or surviving Person, or (ii) any
          one or more subsidiaries of the Company, provided that (A) if any
          transaction shall be between a Permitted Partnership and a
          Subsidiary, the Subsidiary shall be the continuing or surviving
          Person and (B) if any transaction shall be between a Subsidiary
          or any Permitted Partnership and a wholly-owned Subsidiary, the
          wholly-owned Subsidiary shall be the continuing or surviving
          Person; and
    
                    (b)  any Subsidiary of the Company or any Permitted
          Partnership may sell all or substantially all of its assets (upon
          voluntary liquidation or otherwise) to the Company or a
          wholly-owned Subsidiary of the Company;
    
    provided, however, that so long as the continuing or surviving Person
    remains liable for all of the Company's obligations to the Banks under
    the Loan Documents, the Administrative Agent and the Banks shall not
    unreasonably withhold their consent to any merger or consolidation of
    the Company or any of its Subsidiaries or any  Permitted Partnership
    with or into any other Person.
    
               7.3  Loans and Investments.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, make any advance, loan, extension of credit or capital
    contribution to any Person, including any Affiliate of the Company, or
    enter into any partnership, joint venture, limited liability company
    or similar entity with any non-Affiliate of the Company, except for
    (a) advances, loans, extensions of credit or capital contributions to
    Permitted Partnerships whose assets, in the aggregate, do not exceed
    twenty percent (20%) of the consolidated assets of the Company, its
    Subsidiaries and any Permitted Partnerships, (b) loans to tenants for
    tenant improvements in a maximum principal amount of $1,500,000 for
    any such loan, and (c) loans to employees of the Company to finance
    their purchase of Company stock, where such employee loans are
    reported on the Company's financial statements in a manner that does
    not affect the Company's total assets, total liabilities or net worth.
    
               7.4  Limitation on Indebtedness.  The Company shall not,
    and shall not suffer or permit any of its Subsidiaries or any
    Permitted Partnership to, create, incur, assume, suffer to exist, or
    otherwise become or remain directly or indirectly liable with respect
    to any unsecured Indebtedness in an aggregate principal amount in
    excess of $2,500,000.00, except (a) accounts payable to trade
    creditors for goods and services and current operating liabilities
    (not the result of the borrowing of money) incurred in the Ordinary
    Course of Business of the Company or such Subsidiary or Permitted
    Partnership in accordance with customary terms and paid within the
    specified time, (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, and (c) a loan from the Banks to
    the Company pursuant to the Unsecured Loan Agreement.
    
               7.5  Transactions with Affiliates.  The Company shall not,
    and shall not suffer or permit any of its Subsidiaries or any
    Permitted Partnership to, enter into any transaction with any
    Affiliate of the Company or of any such Subsidiary or Permitted
    Partnership, except (a) as expressly permitted by this Agreement, or
    (b) in the Ordinary Course of Business and pursuant to the reasonable
    requirements of the business of the Company or such Subsidiary or
    Permitted Partnership; in each case (a) and (b), upon fair and
    reasonable terms no less favorable to the Company or such Subsidiary
    or Permitted Partnership than would obtain in a comparable
    arm's-length transaction with a Person not an Affiliate of the Company
    or such Subsidiary or Permitted Partnership .
    
               7.6  Use of Proceeds.  The Company shall not, and shall not
    suffer or permit any of its Subsidiaries or any Permitted Partnership
    to, use any portion of the Loan proceeds, directly or indirectly,
    (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
    refinance indebtedness of the Company or others incurred to purchase
    or carry Margin Stock, (iii) to extend credit for the purpose of
    purchasing or carrying any Margin Stock, (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, or (v) to purchase or redeem any equity security
    (including any preferred shares) issued by the Company.
    
               7.7  Contingent Obligations.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, create, incur, assume or suffer to exist any
    Contingent Obligations except endorsements for collection or deposit
    in the Ordinary Course of Business.
    
               7.8  Creation of Subsidiaries.  The Company shall not, and
    shall not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, (i) form any additional Subsidiaries other than
    wholly-owned Subsidiaries, or (ii) enter into any additional
    partnership, joint venture or similar business arrangement with any
    Person except a Permitted Partnership whose assets, when combined with
    the aggregate assets of all other Permitted Partnerships, do not
    exceed twenty percent (20%) of the consolidated assets of the Company,
    its consolidated subsidiaries and any Permitted Partnerships.
    
               7.9  Compliance with ERISA.   The Company shall not, and
    shall not suffer or permit any of its Subsidiaries to, (i) terminate
    any Plan subject to Title IV of ERISA so as to result in any material
    (in the opinion of the Administrative Agent) liability to the Company
    or any ERISA Affiliate, (ii) permit to exist any ERISA Event, or any
    other event or condition, which presents the risk of a material (in
    the opinion of the Administrative Agent) liability to any member of
    the Controlled Group, (iii) make a complete or partial withdrawal
    (within the meaning of ERISA Section 4201) from any Multi-employer
    Plan so as to result in any material (in the opinion of the
    Administrative Agent) liability to the Company or any ERISA Affiliate,
    (iv) enter into any new Plan or modify any existing Plan so as to
    increase its obligations thereunder which could result in any material
    (in the opinion of the Administrative Agent) liability to any member
    of the Controlled Group, or (v) permit the present value of all
    nonforfeitable accrued benefits under any Plan (using the actuarial
    assumptions utilized by the PBGC upon termination of a Plan)
    materially (in the opinion of the Administrative Agent) to exceed the
    fair market value of Plan assets allocable to such benefits, all
    determined as of the most recent valuation date for each such Plan.
    
               7.10 Debt to Tangible Net Worth Ratio.  The Company shall
    not at any time permit the ratio of (a) its total consolidated
    liabilities (including as liabilities all then-outstanding but undrawn
    Letters of Credit and all liabilities of Permitted Partnerships) to
    (b) its Tangible Net Worth to be greater than the ratio set forth
    below with respect to any fiscal quarter during the corresponding
    period set forth below:
    
                         Period                                 Ratio
    
               On or before the third 
               anniversary of the Closing Date                   1.00
    
               Subject to the provisions of 
               Section 2.8, from and after the third 
               anniversary of the Closing Date                   0.75
    
               7.11 Debt Service Coverage Ratio.  The Company shall not
    permit the ratio of (a) its Cash Flow to (b) its Covenant Debt Service
    at any time to be less than 1.50 at any time. 
    
               7.12 Change in Business.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, engage in any material line of business substantially
    different from those lines of business carried on by it on the date
    hereof.
    
               7.13 Accounting Changes.  The Company shall not, and shall
    not suffer or permit any of its Subsidiaries or any Permitted
    Partnership to, make any significant change in accounting treatment or
    reporting practices, except as required by GAAP, or change the fiscal
    year of the Company or of any of its consolidated Subsidiaries or any
    Permitted Partnership.
    
               7.14 Limitation on Dividends.  The Company shall not,
    during any fiscal quarter, declare or pay dividends to its
    shareholders (including the holders of any of its preferred shares) in
    an amount that would cause the aggregate amount of dividends paid to
    such shareholders during such fiscal quarter and the three (3)
    immediately preceding fiscal quarters to exceed ninety-five percent
    (95%) of the Company's Funds From Operations during the four (4)
    consecutive fiscal quarters immediately preceding the declaration date
    of any such dividend; provided, however, that the Company may declare
    or pay dividends to its shareholders (including the holders of any of
    its preferred shares) in any fiscal quarter in an amount that exceeds
    ninety-five percent (95%) of the Company's Funds From Operations
    during the fiscal quarter immediately preceding the declaration date
    of such dividend only to the extent necessary to preserve the
    Company's status as a real estate investment trust for federal income
    tax purposes; and provided further, however, that for the calendar
    quarter in which any equity offering is completed and the next two (2)
    consecutive calendar quarters, the Company may pay dividends to its
    shareholders that exceed, in the aggregate, the foregoing limitations
    so long as (i) the portion of such dividend payments that relate to
    the Company's common and preferred shares issued and outstanding prior
    to such equity offering satisfy the foregoing limitations, (ii) such
    dividend payments on any new issue of common stock do not exceed the
    rate at which the Company pays dividends on its other common stock and
    (iii) such dividend payments on any new issue of preferred stock do
    not exceed the minimum amount needed to pay the required dividend on
    such preferred stock.
    
               7.15 Development Activity.  The Company shall not, and
    shall not permit any of its Subsidiaries or any Permitted Partnership
    to, engage in real estate development activity other than projects
    involving at any time aggregate acquisition, development and
    construction costs not to exceed at any time an amount equal to twenty
    percent (20%) of the consolidated assets of the Company, its
    consolidated subsidiaries and any Permitted Partnerships at such time;
    provided, however, that no individual project shall involve at any
    time aggregate acquisition, development and construction costs in
    excess of five percent (5%) of the consolidated assets of the Company,
    its consolidated subsidiaries and any Permitted Partnerships.
    
               7.16 Undeveloped Land.  The Company will not, and will not
    permit any of its Subsidiaries or any Permitted Partnership to,
    purchase undeveloped land, whether it is excess land adjacent to a
    Parcel or otherwise, that (a) is not Entitled Land, or (b) is
    encumbered by any Lien (other than a Lien for the benefit of (i) the
    Banks to secure the Obligations if such undeveloped land is tied to an
    Approved Parcel that is encumbered with a Mortgage, or (ii) the seller
    of such undeveloped land to secure a nonrecourse obligation in an
    amount not to exceed the purchase price of such undeveloped land), or
    (c) causes the aggregate value of undeveloped land owned by the
    Company, its Subsidiaries and the Permitted Partnerships to exceed
    fifteen percent (15%) of the aggregate value of the consolidated net
    worth of the Company, its Subsidiaries and the Permitted Partnerships,
    determined on a GAAP basis.
    
               7.17 Tangible Net Worth.  The Company shall not at any time
    permit its Tangible Net Worth to be less than the sum of (a) One
    Hundred Eighty Million Dollars ($180,000,000.00) plus (b) seventy-five
    percent (75%) of the proceeds of any equity offering of the Company
    after payment of the reasonable expenses of such equity offering.
    
          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 twenty (20) days after the same shall become
    due, any interest, fee or any other amount payable hereunder or
    pursuant to any other Loan Document; or
    
                    8.1.2   Representation or Warranty.  Any
    representation or warranty by the Company, any of its Subsidiaries or
    any Permitted Partnership made or deemed made in this Agreement or any
    other Loan Document, or which is contained in any certificate,
    document or financial or other statement by the Company, any of its
    Subsidiaries, any Permitted Partnership, or their respective
    Responsible Officers, furnished at any time under this Agreement or in
    or under any other Loan Document, shall prove to have been incorrect
    in any material respect on or as of the date made or deemed made; or
    
                    8.1.3   Specific Defaults.  The Company fails to
    perform or observe any  term, covenant or agreement contained in
    Sections 6.1, 6.2, 6.3, 6.6, 6.9, 7.10, 7.11 or 7.17; or
    
                    8.1.4   Other Defaults.  The Company fails to perform
    or observe any other term or covenant contained in this Agreement or
    any other Loan Document, and such default shall continue unremedied
    for a period of twenty (20) days after the earlier of (i) the date
    upon which a Responsible Officer of the Company knew of such failure
    or (ii) the date upon which written notice thereof is given to the
    Company by the Administrative Agent; or
    
                    8.1.5   Cross-Default.  The occurrence of an "Event of
    Default" under and as defined in the Unsecured Loan Agreement; or
    
                    8.1.6   Insolvency; Voluntary Proceedings.  The
    Company or any of its Subsidiaries or any Permitted Partnership
    (i) ceases or fails to be Solvent, or generally fails to pay, or
    admits in writing its inability to pay, its debts as they become due,
    subject to applicable grace periods, if any, whether at stated
    maturity or otherwise; (ii) voluntarily ceases to conduct its business
    in the ordinary course; (iii) commences any Insolvency Proceeding with
    respect to itself; or (iv) takes any action to effectuate or authorize
    any of the foregoing; or
    
                    8.1.7   Insolvency; Involuntary Proceedings.  (i) Any
    involuntary Insolvency Proceeding is commenced or filed against the
    Company, any Subsidiary of the Company or any Permitted Partnership,
    or any writ, judgment, warrant of attachment, execution or similar
    process, is issued or levied against a substantial part of the
    Company's or any of its Subsidiaries' or any Permitted Partnership's
    Properties, and any such proceeding or petition shall not be
    dismissed, or such writ, judgment, warrant of attachment, execution or
    similar process shall not be released, vacated or fully bonded within
    sixty (60) days after commencement, filing or levy; (ii) the Company
    or any of its Subsidiaries or any Permitted Partnership admits the
    material allegations of a petition against it in any Insolvency
    Proceeding, or an order for relief (or similar order under non-U.S.
    law) is ordered in any Insolvency Proceeding; or (iii) the Company or
    any of its Subsidiaries or any Permitted Partnership acquiesces in the
    appointment of a receiver, trustee, custodian, conservator,
    liquidator, mortgagee in possession (or agent therefor), or other
    similar Person for itself or a substantial portion of its Property or
    business; or
    
                    8.1.8   ERISA Plans.  The occurrence of any one or
    more of the following events with respect to the Company, provided
    such event or events could reasonably be expected, in the judgment of
    the Administrative Agent, to subject the Company to any tax, penalty
    or liability (or any combination of the foregoing)  which, in the
    aggregate, could have a material adverse effect on the financial
    condition of the Company with respect to a Plan:  
    
                         (a)  A Reportable Event shall occur with respect
          to a Plan which is, in the reasonable judgment of the
          Administrative Agent likely to result in the termination of such
          Plan for purposes of Title IV of ERISA; or 
    
                         (b)  Any Plan termination (or commencement of
          proceedings to terminate a Plan) or the Company's full or partial
          withdrawal from a Plan; or
    
                    8.1.9   Monetary Judgments.  One or more final
    (non-interlocutory) judgments, orders or decrees shall be entered
    against the Company or any of its Subsidiaries or any Permitted
    Partnership involving in the aggregate a liability (not fully covered
    by insurance) as to any single or related series of transactions,
    incidents or conditions of $1,000,000 or more, and the same shall
    remain unvacated and unstayed pending appeal for a period of sixty
    (60) days after the entry thereof; or
    
                    8.1.10   Adverse Change.  There shall occur a Material
    Adverse Effect that continues unremedied for a period of thirty (30)
    days after the earlier of (i) the date upon which a Responsible
    Officer of the Company knew or should have known of such Material
    Adverse Effect or (ii) the date upon which written notice thereof is
    given to the Company by the Bank; or
    
                    8.1.11   Management Changes.  The Chairman of the
    Board or the chief executive officer of the Company resigns, is
    terminated or otherwise ceases to act for any reason, and such officer
    of the Company is not replaced with a person reasonably satisfactory
    to the Majority Banks within six (6) months after he ceases to hold
    such position.
    
                    8.1.12   Preferred Dividend Defaults.  The Company
    fails to pay in full any two (2) consecutive quarterly dividend
    payments owing to holders of the Company's preferred shares.
    
                    8.1.13   Early Termination of a Specified Swap
    Contract.  There occurs under any Specified Swap Contract an Early
    Termination Date (as defined in such Specified Swap Contract)
    resulting from (i) any event of default under such Specified Swap
    Contract as to which the Company is the Defaulting Party (as defined
    in such Specified Swap Contract) or (ii) any Termination Event (as
    defined in such Specified Swap Contract) as to which the Company is an
    Affected Party (as defined in such Specified Swap Contract), the
    occurrence of such Early Termination Date gives rise to a monetary
    obligation owing from the Company to the Swap Provider under the
    Specified Swap Contract, and the Company fails to pay such monetary
    obligation within five (5) days of such Swap Provider's demand.
    
               8.2  Remedies.  If any Event of Default occurs, the
    Administrative Agent shall, at the request of, or may, with the
    consent of, the Majority Banks:
    
                    8.2.1   Termination of Commitment to Lend.  Declare
          the commitment of each Bank to make Loans or the commitment of
          BofA 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 8.1.7above 
          (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 BofA 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.
    
               8.4  Specified Swap Contract Remedies.  Notwithstanding any
    contrary provision of this Article 8 (other than Section 8.5), but
    subject to the provisions of Section 8.5, each Swap Provider shall
    have with respect to any Specified Swap Contract of such Swap Provider
    the right, to the extent so provided in the applicable Specified Swap
    Contract or any master agreement relating thereto, and after notice to
    the Administrative Agent, but without the approval or consent of the
    Administrative Agent or the other Banks, to (a) declare an event of
    default, termination event or other similar event thereunder and to
    create an Early Termination Date, and (b) to determine net termination
    amounts in accordance with the terms of such Specified Swap Contract
    and to set-off amounts between Specified Swap Contracts.
    
               8.5  Subordination of Swap Obligations.
    
                    8.5.1   Each Swap Provider agrees that (a) any and all
    present and future obligations or liabilities of the Company to a Swap
    Provider under any Specified Swap Contract, whether fixed or
    contingent, matured or unmatured, or liquidated or unliquidated,
    including any net termination amounts payable to the Swap Provider
    under any such Specified Swap Contract (collectively, the "Specified
    Swap Obligations"), shall be at all times junior and subordinate to
    the Obligations, including any claim for interest or expenses accruing
    after the commencement of an Insolvency Proceeding by or against the
    Company, and (b) all of the Specified Swap Obligations owing from the
    Company to each Swap Provider shall have the same priority, and each
    Swap Provider shall share equally and ratably (based on the relative
    amounts of the Specified Swap Obligations owing from the Company to
    each such Swap Provider) in any payment from the Company or in the
    proceeds of any Collateral after all of the Obligations have been paid
    or otherwise satisfied in full and the obligations of the Banks to
    make Loans hereunder have been terminated.
    
                    8.5.2   Notwithstanding any contrary provision of any
    Specified Swap Contract, upon the occurrence of any event of default,
    a Termination Event or an Early Termination Date under a Specified
    Swap Contract, the Swap Provider shall have no right to exercise any
    of its rights or remedies against the Company under the Specified Swap
    Contract, and the Swap Provider's sole rights and remedies against the
    Company shall be limited to those of a "Bank" under the Loan
    Documents, until all of the Collateral has been exhausted.  In
    particular, a Swap Provider shall have no right to commence or
    prosecute any action against the Company under the Specified Swap
    Contract, to realize upon any of the Collateral or to set off against
    any deposit account of the Company with the Swap Provider.  Upon the
    occurrence and during the continuance of any Event of Default, any
    payment by the Company to a Swap Provider pursuant to a Specified Swap
    Contract, including any payment on any claim filed by such Swap
    Provider in any Insolvency Proceeding commenced by or against the
    Company, shall be considered to be a payment on account of the
    Obligations that is subject to the provisions of Section 2.13, until
    all of the Obligations have been paid or otherwise satisfied in full,
    and shall thereafter be considered to be a payment on account of all
    of the Specified Swap Obligations, and shall be shared by all of the
    Swap Providers pursuant to this Section 8.5 in the manner set forth in
    Section 2.13.  Each Swap Provider agrees that the provisions of this
    Section 8.5.2 relating to restrictions on the exercise of remedies
    shall not apply to BofA acting in its capacity as Administrative Agent
    for the Banks.
    
                    8.5.3   Upon the occurrence of an Event of Default,
    including an Event of Default under Section 8.1.13, the proceeds of
    any Collateral shall first be applied to the Obligations, until all of
    the Obligations have been paid or otherwise satisfied in full, and
    then to the Specified Swap Obligations, until all of the Specified
    Swap Obligations have been paid or otherwise satisfied in full.
    
                    8.5.4   Each Swap Provider agrees that its issuance of
    a Specified Swap Contract shall not alter any of its rights, duties or
    liabilities, or the rights, duties or liabilities of the
    Administrative Agent or any other Bank, under the Loan Documents, and
    each Swap Provider agrees that the Administrative Agent's or any
    Bank's exercise of any of its rights under the Loan Documents, with or
    without the consent of such Swap Provider, shall not alter, waive or
    otherwise prejudice the Administrative Agent's or any Bank's rights
    with respect to such Swap Provider under this Section 8.5.
    
                    8.5.5   The provisions of this Section 8.5 shall
    survive the full repayment or satisfaction of the Obligations, and
    shall continue in force until all of the Specified Swap Obligations
    owing from the Company to each Swap Provider have been paid or
    otherwise satisfied in full.
    
          9.   The Administrative Agent.
    
               9.1  Appointment and Authorization of the Administrative
    Agent. Each Bank hereby irrevocably appoints, designates and
    authorizes the Administrative Agent to take such action on its behalf
    under the provisions of this Agreement, each other Loan Document and
    the Environmental Indemnity, and to exercise such powers and perform
    such duties, as are expressly delegated to it by the terms of this
    Agreement, any other Loan Document or the Environmental Indemnity,
    together with such powers as are reasonably incidental thereto and as
    further provided in 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 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  Successor Administrative Agent.  The Administrative
    Agent may, and at the request of the Majority Banks shall, resign as
    Administrative Agent upon thirty (30) days' notice to the Banks.  If
    the Administrative Agent resigns under this Agreement, the Majority
    Banks shall appoint from among the Banks a successor administrative
    agent.  If no successor administrative agent is appointed prior to the
    effective date of the resignation of the Administrative Agent, the
    Administrative Agent may appoint, after consulting with the Banks, a
    successor administrative agent which would qualify as an Eligible
    Assignee.  Upon its acceptance of the appointment as successor
    administrative agent hereunder, such successor administrative agent
    shall succeed to all of the rights, powers and duties of the retiring
    Administrative Agent, the term "Administrative Agent" shall mean such
    successor administrative agent, and the retiring Administrative
    Agent's appointment, powers and duties as Administrative Agent shall
    terminate.  After any retiring Administrative Agent's resignation
    hereunder as Administrative Agent, the provisions of this Agreement or
    the Environmental Indemnity regarding payment of costs and expenses
    and indemnification of the Administrative Agent shall inure to its
    benefit as to any actions that such retiring Administrative Agent took
    or omitted to take while it was Administrative Agent under this
    Agreement.  If no successor administrative agent has accepted
    appointment as Administrative Agent by the date which is thirty (30)
    days following a retiring Administrative Agent's notice of
    resignation, the retiring Administrative Agent's resignation shall
    nevertheless thereupon become effective, and the Banks shall perform
    all of the duties of the Administrative Agent hereunder until such
    time, if any, as the Majority Banks appoint a successor administrative
    agent in the manner set forth above.  Upon replacement of the
    Administrative Agent as provided in this Agreement, the former
    Administrative Agent shall promptly deliver to the new Administrative
    Agent an assignment of all beneficial interest in any Mortgage and any
    other Collateral Documents (if before acquisition of title to the
    Collateral encumbered thereby), or a quitclaim deed to and assignment
    of any such Property (if after acquisition of the Collateral
    encumbered thereby) and copies of any books, records and documents
    related to the Loans and the Collateral to which the Banks are
    entitled and which is then in the former Administrative Agent's
    possession.
    
          10.  Miscellaneous.
    
               10.1 Amendments and Waivers.  No amendment or waiver of any
    provision of this Agreement or any other Loan Document, and no consent
    with respect to any departure by the Company 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 Section 7.10, Section 7.11, Section 7.15,
          Section 7.16, Section 7.17 or Section 8 of the Loan Agreement, or
          the definitions of the terms "Collateral Value" or "Cash Flow
          Value" set forth in Section 1.1 of the Loan Agreement.
    
               10.2 Notices.
    
                    (a)  All notices, requests and other communications
          provided for hereunder shall be in writing (including, unless the
          context expressly otherwise provides, facsimile transmission) and
          mailed (by certified mail, postage prepaid, return receipt
          requested), delivered or telecopied to the address or number
          specified for notices on the applicable signature page hereof, or
          to such other address as shall be designated by such party in a
          written notice to the other parties.
    
                    (b)  All such notices and communications shall, when
          transmitted by overnight delivery or telecopied by facsimile, be
          effective when delivered for overnight delivery or transmitted by
          telecopier, respectively, or if delivered, upon delivery, except
          that notices pursuant to Article 2 shall not be effective until
          actually received by the Administrative Agent.  All notices and
          communications telecopied by facsimile will also be mailed by
          ordinary first class mail, postage prepaid.  All such notices and
          communications delivered by mail shall be effective upon the
          earlier of (i) two (2) Business Days after deposit in the United
          States mail, or (ii) actual receipt, as evidenced by the return
          receipt.
    
                    (c)  The Company acknowledges and agrees that any
          agreement of the Administrative Agent at Article 2 herein to
          receive certain notices by telephone and facsimile is solely for
          the convenience and at the request of the Company.  The
          Administrative Agent and the Banks shall be entitled to rely on
          the authority of any Person purporting to be a Person authorized
          by the Company to give such notice, and the Administrative Agent
          and the Banks shall not have any liability to the Company or any
          other Person on account of any action taken or not taken by the
          Administrative Agent or the Banks in reliance upon such
          telephonic or facsimile notice.  The obligation of the Company to
          repay the Loans shall not be affected in any way or to any extent
          by any failure by the Administrative Agent or the Banks to
          receive written confirmation of any telephonic or facsimile
          notice or the receipt by the Administrative Agent or the Banks of
          a confirmation which is at variance with the terms understood by
          the Administrative Agent or the Banks to be contained in the
          telephonic or facsimile notice.
    
               10.3 No Waiver; Cumulative Remedies.  No failure on the
    part of the Administrative Agent or any Bank in exercising, and no
    delay in its exercising, any right, remedy, power or privilege
    hereunder shall operate as a waiver thereof; nor shall any single or
    partial exercise of any right, remedy, power or privilege hereunder
    preclude any other or further exercise thereof or the exercise of any
    other right, remedy, power or privilege.
    
               10.4 Costs and Expenses.  The Company shall, whether or not
    the transactions contemplated hereby shall be consummated:
    
                    (a)  pay or reimburse the Administrative Agent 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) 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 BofA (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 BofA (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), search and filing
          costs, fees and expenses incurred or sustained by BofA (including
          in its capacity as the Administrative Agent) in connection with
          the matters referred to under paragraphs (a) and (b) of this
          Section.
    
               10.5 Indemnity.  Whether or not the transactions
    contemplated hereby shall be consummated, the Company shall pay,
    indemnify, and hold the Agent-Related Persons, and each Bank and each
    of their respective officers, directors, employees, counsel, agents
    and attorneys-in-fact (each, an "Indemnified Person") harmless from
    and against any and all liabilities, obligations, losses, damages,
    penalties, actions, judgments, suits, costs, charges, expenses or
    disbursements (including Attorney Costs) of any kind or nature
    whatsoever which may be incurred by or asserted against any such
    Indemnified Person arising out of relating to the execution, delivery,
    enforcement, performance or administration of this Agreement or any
    other Loan Documents, or the transactions contemplated hereby and
    thereby, and with respect to any investigation, litigation or
    proceeding related to this Agreement or the Loans or the use of the
    proceeds thereof, whether or not any Indemnified Person is a party
    thereto (all the foregoing, collectively, the "Indemnified
    Liabilities"); provided, that the Company shall have no obligation
    hereunder to any Indemnified Person with respect to Indemnified
    Liabilities arising solely from the negligence or willful misconduct
    of such Indemnified Person.  The obligations in this Section 10.5shall 
    survive payment or satisfaction of all other Obligations.  At
    the election of any Indemnified Person, the Company shall defend such
    Indemnified Person using legal counsel satisfactory to such
    Indemnified Person in such Person's sole discretion, at the sole cost
    and expense of the Company.  All amounts owing under this Section 10.5
    shall be paid within thirty (30) days after demand.
    
               10.6 Marshaling; Payments Set Aside.  Neither the
    Administrative Agent not the Banks shall be under any obligation to
    marshal any assets in favor of the Company or any other Person,
    including any Swap Provider, or against or in payment of any or all of
    the Obligations.  To the extent that the Company makes a payment or
    payments to the Administrative Agent or the Banks, or the
    Administrative Agent or the Banks enforce their Liens, and such
    payment or payments or the proceeds of such enforcement or any part
    thereof are subsequently invalidated, declared to be fraudulent or
    preferential, set aside or required to be repaid to a trustee,
    receiver or any other party in connection with any Insolvency
    Proceeding, or otherwise, then to the extent of such recovery the
    obligation or part thereof originally intended to be satisfied shall
    be revived and continued in full force and effect as if such payment
    had not been made or such enforcement had not occurred.
    
               10.7 Successors and Assigns.  The provisions of this
    Agreement shall be binding upon and inure to the benefit of the
    parties hereto and their respective successors and assigns, except
    that the Company may not assign or transfer any of its rights or
    obligations under this Agreement without the prior written consent of
    the Administrative Agent and each Bank.
    
               10.8 Assignments, Participations, Confidentiality.
    
                    10.8.1   Assignments.  Each Bank may at any time
    assign and delegate to one or more Eligible Assignees (each, an
    "Assignee") with the written consent of the Company, 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 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 other than
    BofA 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 BofA 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
    Fifty-One Million Dollars ($51,000,000.00); 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("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 but not limited to those
          arising out of or relating to this Agreement or any agreements or
          instruments relating hereto or delivered in connection herewith
          and any claim based on or arising from an alleged tort, shall at
          the request of any party be determined by arbitration.  The
          arbitration shall be conducted in accordance with the United
          States Arbitration Act (Title 9, U.S. Code), notwithstanding any
          choice of law provision in this Agreement, and under the
          Commercial Rules of the American Arbitration Association ("AAA").
          The arbitrator(s) shall give effect to statutes of limitation in
          determining any claim.  Any controversy concerning whether an
          issue is arbitrable shall be determined by the arbitrator(s). 
          Judgment upon the arbitration award may be entered in any court
          having jurisdiction.  The institution and maintenance of an
          action for judicial relief or pursuit of a provisional or
          ancillary remedy shall not constitute a waiver of the right of
          any party, including the plaintiff, to submit the controversy or
          claim to arbitration if any other party contests such action for
          judicial relief.
    
                    (b)  Real Property Collateral.  Notwithstanding the
          provisions of subparagraph 10.13(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 10.13(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 10.13(a) and 10.13(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 10.13 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 Rate Loan (as
    defined in the Existing Credit Agreement) that remains outstanding on
    and after the Closing Date shall continue to be a valid LIBOR Rate
    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.
    
               10.18     Existing Approved Parcels.  The Administrative
    Agent and each Bank acknowledges that, as of the date of this
    Agreement, each of the Parcels identified on Exhibit F is an Approved
    Parcel having the Appraised Value set forth therein.
    
               IN WITNESS WHEREOF, the parties hereto have caused this
    Agreement to be duly executed and delivered by their proper and duly
    authorized officers as of the day and year first above written.
    
    "Company"
    
    BEDFORD PROPERTY INVESTORS, INC.,
    a Maryland corporation
    
    
    By ________/s/Peter B. Bedford_____________ 
               Peter B. Bedford
               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 TRUST
    AND SAVINGS ASSOCIATION, as Administrative
    Agent
    
    
    By ____/s/Robert Muller Jr._______________
    
          _Robert Muller, Jr., Vice President_
               [Printed Name and Title]
    
    Notice Address:
    
    50 California Street, 11th Floor
    San Francisco, California 94111
    Attention:  Robert Muller
    Telephone No.:  (415) 445-4446
    Telecopier No.:  (415) 445-4937
    
    "Banks"
    
    BANK OF AMERICA NATIONAL TRUST
    AND SAVINGS ASSOCIATION 
    
    
    By    /s/Robert Muller Jr.
    
          Robert Muller, Jr., Vice President
               [Printed Name and Title]
    Commitment:  $110,000,000
    Lending Office/Notice Address:
    
    50 California Street, 11th Floor
    San Francisco, California 94111
    Attention:  Robert Muller
    Telephone No.:  (415) 445-4446
    Telecopier No.:  (415) 445-4937
    
    
    SANWA BANK CALIFORNIA,
    a California corporation
    
    
    By  /s/ Pamela DuChesne
               Pamela DuChesne
               Vice President
    Commitment:  $25,000,000
    Lending Office/Notice Address:
    
    4041 MacArthur Boulevard
    Newport Beach, CA 92660
    Attention:  Pamela DuChesne
    Telephone No.:  (714) 622-6021
    Telecopier No.:  (714) 852-1510
    
    
    THE FIRST NATIONAL BANK OF CHICAGO
    
    
    By /s/Michael A. Parisi
       Michael A. Parisi, Corporate Banking Officer
               
    Commitment:  $15,000,000
    Lending Office/Notice Address:
    
    One First National Plaza, Suite 0315
    Chicago, Illinois 60670
    Attention:  Rebecca McCloskey
    Telephone No.:  (312) 732-1077
    Telecopier No.:  (312) 732-1117
      <PAGE>
              CONSENT OF THIRD-PARTY TRUSTORS
    
               Each of the undersigned consents to the foregoing Third
    Amended and Restated Credit Agreement.
    
    Dated as of June 13, 1997
    
    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 (MASON 18), INC.,
    a Delaware corporation
    
    By   /s/Peter B. Bedford
               Peter B. Bedford
          Chief Executive Officer
    
    
    ICMPI (LENEXA), INC.,
    a Delaware corporation
    
    By   /s/Peter B. Bedford
               Peter B. Bedford
          Chief Executive Officer
    
      <PAGE>
         THIRD AMENDED AND RESTATED CREDIT AGREEMENT    
                         (Secured Loan)
    
                             Among
    
    
               BEDFORD PROPERTY INVESTORS, INC.,
    
    
                     THE BANKS PARTY HERETO
    
                              and
    
    BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
     as Arranger and as Administrative Agent for the Banks
    
    
    
    
    
    
    
    
                   Dated as of June 13, 1997
    
    
      <PAGE>
                         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 . . . . . . . . . . 23
    
    2.    The Credit . . . . . . . . . . . . . . . . . . . . . . 23
    
          2.1   Amount and Terms of Commitment . . . . . . . . . 23
          2.2    Swing Line. . . . . . . . . . . . . . . . . . . 24
          2.3   Loan Accounts. . . . . . . . . . . . . . . . . . 26
          2.4   Procedure for Obtaining Credit . . . . . . . . . 26
          2.5   Conversion and Continuation Elections. . . . . . 27
          2.6   Voluntary Termination or Reduction of Commitment 29
          2.7   Principal Payments . . . . . . . . . . . . . . . 29
    
                2.7.1  Optional Repayments . . . . . . . . . . . 29
                2.7.2  Mandatory Repayments. . . . . . . . . . . 30
                2.7.3  Repayment at Maturity . . . . . . . . . . 30
    
          2.8   Extension of Maturity Date . . . . . . . . . . . 31
          2.9   Interest . . . . . . . . . . . . . . . . . . . . 31
    
                2.9.1  Accrual Rate. . . . . . . . . . . . . . . 31
                2.9.2  Payment . . . . . . . . . . . . . . . . . 31
                2.9.3  Default Interest. . . . . . . . . . . . . 32
                2.9.4  Maximum Legal Rate. . . . . . . . . . . . 32
    
          2.10  Fees . . . . . . . . . . . . . . . . . . . . . . 32
          2.11  Computation of Fees and Interest . . . . . . . . 33
          2.12  Payments by the Company. . . . . . . . . . . . . 33
          2.13  Payments by the Banks to the Administrative Agent34
          2.14  Sharing of Payments, Etc . . . . . . . . . . . . 34
          2.15  Security; Appraisal of Approved Parcels. . . . . 35
          2.16  Release of Lien on Approved Parcel . . . . . . . 35
    
                2.16.1 Release Conditions. . . . . . . . . . . . 35
                2.16.2 Application of Release Price. . . . . . . 36
    
          2.17  Tenant Documents . . . . . . . . . . . . . . . . 36
          2.18  Collateral Documents . . . . . . . . . . . . . . 37
          2.19  Increases and Decreases in Pro Rata Shares . . . 37
    
    3.    Taxes, Yield Protection and Illegality . . . . . . . . 38
    
          3.1   Taxes. . . . . . . . . . . . . . . . . . . . . . 38
          3.2   Illegality . . . . . . . . . . . . . . . . . . . 38
          3.3   Increased Costs and Reduction of Return. . . . . 39
          3.4   Funding Losses . . . . . . . . . . . . . . . . . 40
          3.5   Inability to Determine Rates . . . . . . . . . . 40
          3.6   Certificate of Bank. . . . . . . . . . . . . . . 41
          3.7   Survival . . . . . . . . . . . . . . . . . . . . 41
    
    4.    Conditions Precedent . . . . . . . . . . . . . . . . . 41
    
          4.1   Conditions to Approving Parcels. . . . . . . . . 41
    
                4.1.1  Fee Ownership . . . . . . . . . . . . . . 41
                4.1.2  Satisfactory Parcel . . . . . . . . . . . 41
                4.1.3  No Hazardous Materials. . . . . . . . . . 41
                4.1.4  Appraised Value . . . . . . . . . . . . . 42
                4.1.5  No Liens. . . . . . . . . . . . . . . . . 42
                4.1.6  Deliveries to the Administrative Agent. . 42
                4.1.7  Recording of the Mortgage . . . . . . . . 44
                4.1.8  Title Insurance . . . . . . . . . . . . . 44
                4.1.9  Filing of Financing Statements. . . . . . 44
                4.1.10 Perfection of Liens . . . . . . . . . . . 44
                4.1.11 Tax Reporting Service . . . . . . . . . . 44
                4.1.12 Costs . . . . . . . . . . . . . . . . . . 44
                4.1.13 Expenses. . . . . . . . . . . . . . . . . 44
    
          4.2   Conditions of Initial Loan . . . . . . . . . . . 45
    
                4.2.1  Deliveries to the Administrative Agent. . 45
                4.2.2  Payment of Expenses . . . . . . . . . . . 46
                4.2.3  Payment of Fees . . . . . . . . . . . . . 46
    
          4.3   Conditions to All Borrowings . . . . . . . . . . 46
    
                4.3.1  Initial Approved Parcel . . . . . . . . . 47
                4.3.2  Notice of Borrowing . . . . . . . . . . . 47
                4.3.3  Continuation of Representations and Warranties47
                4.3.4  No Existing Default . . . . . . . . . . . 47
                4.3.5  No Future Advance Notice. . . . . . . . . 47
                4.3.6  Further Assurances. . . . . . . . . . . . 47
                4.3.7  Title Insurance . . . . . . . . . . . . . 47
    
          4.4   Letters of Credit. . . . . . . . . . . . . . . . 47
    
    5.    Representations and Warranties . . . . . . . . . . . . 48
    
          5.1   Existence and Power. . . . . . . . . . . . . . . 48
          5.2   Corporate Authorization; No Contravention. . . . 48
          5.3   Governmental Authorization . . . . . . . . . . . 49
          5.4   Binding Effect . . . . . . . . . . . . . . . . . 49
          5.5   Litigation . . . . . . . . . . . . . . . . . . . 49
          5.6   No Default . . . . . . . . . . . . . . . . . . . 49
          5.7   ERISA Compliance . . . . . . . . . . . . . . . . 49
          5.8   Use of Proceeds; Margin Regulations. . . . . . . 50
          5.9   Title to Properties. . . . . . . . . . . . . . . 50
          5.10  Taxes. . . . . . . . . . . . . . . . . . . . . . 50
          5.11  Financial Condition. . . . . . . . . . . . . . . 50
          5.12  Environmental Matters. . . . . . . . . . . . . . 51
          5.13  Regulated Entities . . . . . . . . . . . . . . . 52
          5.14  No Burdensome Restrictions . . . . . . . . . . . 52
          5.15  Solvency . . . . . . . . . . . . . . . . . . . . 52
          5.16  Subsidiaries . . . . . . . . . . . . . . . . . . 52
          5.17  Brokers; Transaction Fees. . . . . . . . . . . . 52
          5.18  Insurance. . . . . . . . . . . . . . . . . . . . 52
          5.19  Full Disclosure. . . . . . . . . . . . . . . . . 52
    
    6.    Affirmative Covenants. . . . . . . . . . . . . . . . . 53
    
          6.1   Financial Statements . . . . . . . . . . . . . . 53
          6.2   Certificates; Other Information. . . . . . . . . 54
          6.3   Notices. . . . . . . . . . . . . . . . . . . . . 54
          6.4   Preservation of Corporate Existence, Etc . . . . 56
          6.5   Maintenance of Property. . . . . . . . . . . . . 57
          6.6   Insurance. . . . . . . . . . . . . . . . . . . . 57
          6.7   Payment of Obligations . . . . . . . . . . . . . 57
          6.8   Compliance with Laws . . . . . . . . . . . . . . 58
          6.9   Inspection of Property and Books and Records . . 58
          6.10  Environmental Laws . . . . . . . . . . . . . . . 59
          6.11  Use of Proceeds. . . . . . . . . . . . . . . . . 59
          6.12  Solvency . . . . . . . . . . . . . . . . . . . . 59
          6.13  Further Assurances . . . . . . . . . . . . . . . 59
    
            <PAGE>
  7.    Negative Covenants . . . . . . . . . . . . . . . . . . 60
    
          7.1   Limitation on Liens. . . . . . . . . . . . . . . 60
          7.2   Consolidations and Mergers . . . . . . . . . . . 60
          7.3   Loans and Investments. . . . . . . . . . . . . . 61
          7.4   Limitation on Indebtedness . . . . . . . . . . . 61
          7.5   Transactions with Affiliates . . . . . . . . . . 61
          7.6   Use of Proceeds. . . . . . . . . . . . . . . . . 62
          7.7   Contingent Obligations . . . . . . . . . . . . . 62
          7.8   Creation of Subsidiaries . . . . . . . . . . . . 62
          7.9   Compliance with ERISA. . . . . . . . . . . . . . 62
          7.10  Debt to Tangible Net Worth Ratio . . . . . . . . 63
          7.11  Debt Service Coverage Ratio. . . . . . . . . . . 63
          7.12  Change in Business . . . . . . . . . . . . . . . 63
          7.13  Accounting Changes . . . . . . . . . . . . . . . 63
          7.14  Limitation on Dividends. . . . . . . . . . . . . 63
          7.15  Development Activity . . . . . . . . . . . . . . 64
          7.16  Undeveloped Land . . . . . . . . . . . . . . . . 64
          7.17  Tangible Net Worth . . . . . . . . . . . . . . . 64
    
    8.    Events of Default and Remedies . . . . . . . . . . . . 65
    
          8.1   Event of Default . . . . . . . . . . . . . . . . 65
    
                8.1.1  Non-Payment . . . . . . . . . . . . . . . 65
                8.1.2  Representation or Warranty. . . . . . . . 65
                8.1.3  Specific Defaults . . . . . . . . . . . . 65
                8.1.4  Other Defaults. . . . . . . . . . . . . . 65
                8.1.5  Cross-Default . . . . . . . . . . . . . . 65
                8.1.6  Insolvency; Voluntary Proceedings . . . . 65
                8.1.7  Insolvency; Involuntary Proceedings . . . 65
                8.1.8  ERISA Plans . . . . . . . . . . . . . . . 66
                8.1.9  Monetary Judgments. . . . . . . . . . . . 66
                8.1.10 Adverse Change. . . . . . . . . . . . . . 66
                8.1.11 Management Changes. . . . . . . . . . . . 67
                8.1.12 Preferred Dividend Defaults . . . . . . . 67
                8.1.13 Early Termination of a Specified Swap Contract67
    
          8.2   Remedies . . . . . . . . . . . . . . . . . . . . 67
    
                8.2.1  Termination of Commitment to Lend . . . . 67
                8.2.2  Acceleration of Loans . . . . . . . . . . 67
                8.2.3  Security for Letters of Credit. . . . . . 67
                8.2.4  Exercise of Rights and Remedies . . . . . 68
    
          8.3   Rights Not Exclusive . . . . . . . . . . . . . . 68
          8.4   Specified Swap Contract Remedies . . . . . . . . 69
          8.5   Subordination of Swap Obligations. . . . . . . . 69
    
    9.    The Administrative Agent . . . . . . . . . . . . . . . 70
    
          9.1   Appointment and Authorization of the Administrative Agent70
          9.2   The Administrative Agent's Powers. . . . . . . . 70
          9.3   Limitation on the Administrative Agent's Duties. 71
          9.4   Acknowledgment of Co-Lender Agreement. . . . . . 71
          9.5   Successor Administrative Agent . . . . . . . . . 71
    
    10.   Miscellaneous. . . . . . . . . . . . . . . . . . . . . 72
    
          10.1  Amendments and Waivers . . . . . . . . . . . . . 72
          10.2  Notices. . . . . . . . . . . . . . . . . . . . . 73
          10.3  No Waiver; Cumulative Remedies . . . . . . . . . 74
          10.4  Costs and Expenses . . . . . . . . . . . . . . . 74
          10.5  Indemnity. . . . . . . . . . . . . . . . . . . . 75
          10.6  Marshaling; Payments Set Aside . . . . . . . . . 75
          10.7  Successors and Assigns . . . . . . . . . . . . . 76
          10.8  Assignments, Participations, Confidentiality . . 76
    
                10.8.1 Assignments . . . . . . . . . . . . . . . 76
                10.8.2 Effect of Assignment. . . . . . . . . . . 77
                10.8.3 Participations. . . . . . . . . . . . . . 77
                10.8.4 Pledge to Federal Reserve Bank. . . . . . 77
                10.8.5 Confidentiality . . . . . . . . . . . . . 77
    
          10.9  Counterparts . . . . . . . . . . . . . . . . . . 78
          10.10 Severability . . . . . . . . . . . . . . . . . . 78
          10.11 No Third Parties Benefited . . . . . . . . . . . 78
          10.12 Time . . . . . . . . . . . . . . . . . . . . . . 78
          10.13        Governing Law . . . . . . . . . . . . . . 79
          10.14 Arbitration; Reference . . . . . . . . . . . . . 79
          10.15 Notice of Claims; Claims Bar . . . . . . . . . . 80
          10.16 Entire Agreement; Amendment and Restatement. . . 80
          10.17 Interpretation . . . . . . . . . . . . . . . . . 81
          10.18 Existing Approved Parcels. . . . . . . . . . . . 81
    
    Exhibit A          Form of Borrowing Notice
    Exhibit B          Form of Conversion/Continuation Notice
    Exhibit C          Form of Revolving Note
    Exhibit D          Form of Property Use Certificate
    Exhibit E          Form of Opinion of Counsel
    Exhibit F          List of Approved Parcels
    Exhibit G          Form of Modification Agreement (Short Form)
    Exhibit H          Form of Assignment and Assumption Agreement