CATELLUS DEVELOPMENT CORP
THIRD AMENDMENT TO LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>dex104.txt
<DESCRIPTION>THIRD AMENDMENT TO LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.4

                       SECOND AMENDMENT TO LOAN AGREEMENT

         THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of
August 27, 2002, is entered into by and among:

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

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

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

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

                                    RECITALS

         A.       Reference is made to that certain loan agreement dated as of
October 26, 1998 (the "Original Loan Agreement") between Borrower and Prudential
Mortgage Capital Company, Inc., a Delaware corporation ("Prudential"),
predecessor-in-interest to Lender, as amended by that certain First Amendment to
Loan Agreement dated as of January 11, 2001, by and among Borrower, Lender, the
Certificateholders, and Servicer (the "First Amendment") (the Original Loan
Agreement as amended by the First Amendment, as the same may hereinafter be
consolidated, extended, modified, amended and/or restated or renewed from time
to time, collectively, the "Loan Agreement"). Pursuant to the terms of the
Original Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00).

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

         C.       In connection with the closing of the Loan, Borrower pledged
to Prudential as collateral for the Loan, among other things, certain "Expansion
Land" comprising a portion of

<PAGE>

the Property identified as IL1970104, Romeoville, Illinois in Exhibit A to the
Loan Agreement (the "Gillette Property"); such Expansion Land, consisting of
approximately 14.92 acres of land, as more specifically described on Exhibit A
attached hereto, is hereinafter referred to as the "Gillette Expansion Parcel"
and the remaining portion of the Gillette Property hereinafter referred to as
the "Remaining Property."

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

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

                                    AGREEMENT

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

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

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

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

            (a) The representations and warranties of Borrower set forth in
         Article V of the Loan Agreement and in the other Loan Documents are
         true and correct in all material

                                       2

<PAGE>

         respects as if made on such date (except for representations and
         warranties expressly made as of a specified date, which shall be true
         as of such date);

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

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

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

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

                  (f) The fair market value of the Gillette Expansion Parcel on
         the Closing Date of the Loan and the current fair market value of the
         Gillette Expansion Parcel as of the date hereof is not more than
         $1,850,000.00 per an appraisal dated July 29, 1999.

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

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

                  (a) To Servicer's knowledge, the outstanding principle balance
of the Loan as of the date of this Amendment is Three Hundred Fifty-Four Million
Three Hundred Forty-Five Thousand Six Hundred Thirty-Eight and 74/100 dollars
($354,345,638.74);

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

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

                                       3

<PAGE>

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

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

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

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

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

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

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

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

                  (h) Evidence that, following the release of the Gillette
         Expansion Parcel, the Remaining Property shall have available to it all
         necessary utility and other services for the development, use,
         occupancy and operation of the Remaining Property, and adequate,

                                       4

<PAGE>

         free, unimpeded and unencumbered access for pedestrian and vehicular
         ingress and egress onto all adjacent public roads;

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

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

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

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

                  (m) Confirmation that the Amendment to Mortgage and the
         Amendment to Assignment of Leases have been recorded in the Official
         Records of Will County, Illinois;

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

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

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

                                       5

<PAGE>

         7.       Miscellaneous.

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

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

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

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

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


                                            By: /s/ Michael D. Fisk
                                               ---------------------------------
                                               Name: Michael D. Fisk
                                                    ----------------------------
                                               Title: Vice President
                                                     ---------------------------


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


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


SERVICER:                                   THE PRUDENTIAL INSURANCE COMPANY OF
                                            AMERICA


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

                                       6

<PAGE>

CERTIFICATEHOLDERS:                             THE PRUDENTIAL INSURANCE COMPANY
                                                OF AMERICA

                                                By: /s/ Frederick Van Overbeek
                                                   ----------------------------
                                                   Name: Frederick Van Overbeek
                                                        -----------------------
                                                   Title: Vice President
                                                         ----------------------

                                        7

<PAGE>

                                   SCHEDULE I

                           LIST OF CERTIFICATEHOLDERS




                   The Prudential Insurance Company of America

<PAGE>

                                    EXHIBIT A

                 LEGAL DESCRIPTION OF GILLETTE EXPANSION PARCEL

THE REAL PROPERTY SITUATED IN WILL COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:

LOT 2 IN INTERNATIONALE CENTRE WEST, BEING A SUBDIVISION IN THE SOUTHEAST
QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 24, 1998 AS DOCUMENT
NO. R98-156310, IN WILL COUNTY, ILLINOIS.

<PAGE>

                                    EXHIBIT B

          FORM OF FIRST AMENDMENT TO MORTGAGE, ASSIGNMENT OF LEASES AND
          RENTS, SECURITY AGREEMENT AND FIXTURE FILING FOR RELEASE AND
                    RECONVEYANCE OF GILLETTE EXPANSION PARCEL

                                 See Attachment.

<PAGE>

                                    EXHIBIT C

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

                                 See Attachment.

<PAGE>

                                    EXHIBIT D

                        FORM OF REAFFIRMATION OF GUARANTY

                                 See Attachment.

<PAGE>


        FIRST AMENDMENT TO AND PARTIAL RELEASE OF MORTGAGE, ASSIGNMENT OF
            LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

                                 by and between

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

                                  as Mortgagor

                                       and

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

                                  as Mortgagee

                           Dated as of August 27, 2002

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

                          County of Will (the "County")

                         State of Illinois (the "State")

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

                              Record and Return to:

                           Prudential Asset Resources
                          2200 Ross Avenue, Suite 4900E
                                Dallas, TX 75201
                              Attention: Ross Heath



<PAGE>

         FIRST AMENDMENT TO AND PARTIAL RELEASE OF MORTGAGE, ASSIGNMENT
           OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING


     THIS FIRST AMENDMENT TO AND PARTIAL RELEASE OF MORTGAGE, ASSIGNMENT OF
LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "Amendment"),
dated as of August 27, 2002, is entered into by and between CATELLUS FINANCE 1,
L.L.C., a Delaware limited liability company ("Mortgagor"), having an address at
201 Mission Street, Suite 340, San Francisco, California 94105, and by LASALLE
BANK NATIONAL ASSOCIATION, f/k/a LaSalle National Bank, as trustee for the
registered Holders of Prudential Mortgage Capital Company I, LLC, Commercial
Mortgage Pass-Through Certificates, Series 1998-1 ("Mortgagee"), having an
address at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60647-4107.

                                    RECITALS

     A. Reference is made to that certain loan agreement dated as of October 26,
1998 (the "Original Loan Agreement") between Mortgagor and PRUDENTIAL MORTGAGE
CAPITAL COMPANY, INC., a Delaware corporation ("Prudential"), predecessor-
in-interest to Mortgagee, as amended by that certain First Amendment to Loan
Agreement dated as of January 11, 2001, by and among Mortgagor, Mortgagee, and
The Prudential Insurance Company of America, as the Certificateholder and
Servicer (the "First Amendment") (the Original Loan Agreement as amended by the
First Amendment, as the same may hereinafter be consolidated, extended,
modified, amended and/or restated or renewed from time to time, the "Loan
Agreement"). Pursuant to the terms of the Original Loan Agreement, Prudential
agreed to extend a loan (the "Loan"), evidenced by that certain promissory note
dated October 26, 1998, in the original principal amount of THREE HUNDRED
SEVENTY-THREE MILLION AND 00/100 DOLLARS ($373,000,000.00), and secured by,
among other things, that certain Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixture Filing dated as of September 7, 1999, and
recorded on September 8, 1999 as Document R1999111415 in the Official Records of
Will County, Illinois (the "Gillette Mortgage").

     B. As described in Section 2.15(a) of the Loan Agreement, the Gillette
Mortgage encumbers, among other properties, expansion land comprising a portion
of the Property identified as IL1970104, Gillette, Romeoville, Illinois in
Exhibit A to the Loan Agreement (such expansion land referred to herein as the
"Gillette Expansion Land").

     C. Mortgagee and Mortgagor now desire to amend the Gillette Mortgage to
release the Gillette Expansion Land from the lien of the Gillette Mortgage.

                                    AGREEMENT

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

     1. Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other



<PAGE>

capitalized terms used herein shall have the respective meanings given to those
terms in the Loan Agreement.

         2. Partial Release of Property under Gillette Mortgage. Mortgagee
hereby releases and discharges from the lien of the Gillette Mortgage that
portion, and only that portion, of the real property and improvements encumbered
by the Gillette Mortgage which is more particularly described on Exhibit A
attached hereto and made a part hereof (the "Release Parcel"). All other
"Property" described in and currently encumbered by the Gillette Mortgage shall
remain encumbered by the Gillette Mortgage in accordance with the terms thereof.

         3. Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Will County, Illinois, each reference in the
Loan Agreement to the Mortgage encumbering the property identified as IL1970104,
Gillette, shall mean such Mortgage as amended hereby. Except as specifically
amended above, (a) the Loan Agreement, the Gillette Mortgage and the other Loan
Documents shall remain in full force and effect and are hereby ratified and
affirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of Mortgagee, nor constitute a waiver of any provision
of the Loan Agreement, the Gillette Mortgage or any other Loan Document.

         4. Miscellaneous.

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

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

                  (c) Governing Law. This Amendment shall be governed by and
         construed in accordance with the laws of the State of New York and the
         laws of the State of Illinois as provided in the Gillette Mortgage.

                          [The signature page follows]

                                       -2-

<PAGE>

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

                             MORTGAGOR:

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



                             By: /s/ Michael D. Fisk
                                 -----------------------------------------------
                             Name:  Michael D. Fisk
                             Title: Vice President


                             MORTGAGEE:

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

                             By: The Prudential Insurance Company of
                                 America, as Servicer

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



                                       -3-

<PAGE>

                              NOTARY ACKNOWLEDGMENT

State of California                             *** OPTIONAL SECTION ***
County of San Francisco                    CAPACITY CLAIMED BY SIGNER On this
On September 9, 2002,
before me,
 Jenny K. Crane Notary Public,            Through statute does not require the
        Name, title of Officer            Notary to fill in the data below,
                                          doing so may prove invaluable to
                                          persons relying on the document
Personally appeared                       [_]  INDIVIDUAL
           Michael D. Fisk                [_]  CORPORATE OFFICERS(S)
--------------------------------------
       Name(s) of Signer(s)               [_]  PARTNER(S)    [_]  LIMITED
                                                             [_]  GENERAL
[X] personally  known  to me - OR -       [_]  ATTORNEY-IN-FACT
[_] proved  to me on the  basis of        [_}  TRUSTEE(S)
satisfactory  evidence to be the          [_]  GUARDIAN/CONSERVATOR
person(s)  whose name(s) is/are           [_]  OTHER:___________________________
subscribed to the within  instrument
and acknowledged to me that he/she/they   SIGNER IS REPRESENTING:
executed the same in his/her/their        NAME OF PERSON(S) OR ENTITY(IES)
authorized capacity(ies), and that by
his/her/their signature(s) on the         ______________________________________
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

  /s/ Jenny K. Crane
--------------------------------------
       SIGNATURE OF NOTARY




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

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



<PAGE>

                              NOTARY ACKNOWLEDGMENT


                              NOTARY ACKNOWLEDGMENT

State of Texas                                  *** OPTIONAL SECTION ***
County of Dana                             CAPACITY CLAIMED BY SIGNER On this
  27 day of August, 2002,
before me,
   Sharon Stone, Notary Public,           Through statute does not require the
        Name, title of Officer            Notary to fill in the data below,
                                          doing so may prove invaluable to
                                          persons relying on the document
Personally appeared                       [_]  INDIVIDUAL
       J. Michael Welborn                 [_]  CORPORATE OFFICERS(S)
--------------------------------------
       Name(s) of Signer(s)               [_]  PARTNER(S)    [_]  LIMITED
                                                             [_]  GENERAL
[X] personally  known  to me - OR -       [_]  ATTORNEY-IN-FACT
[_] proved  to me on the  basis of        [_}  TRUSTEE(S)
satisfactory  evidence to be the          [_]  GUARDIAN/CONSERVATOR
person(s)  whose name(s) is/are           [_]  OTHER:___________________________
subscribed to the within  instrument
and acknowledged to me that he/she/they   SIGNER IS REPRESENTING:
executed the same in his/her/their        NAME OF PERSON(S) OR ENTITY(IES)
authorized capacity(ies), and that by
his/her/their signature(s) on the         ______________________________________
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

  /s/ Sharon Stone
--------------------------------------
       SIGNATURE OF NOTARY





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


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

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN WILL COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:


LOT 2 IN INTERNATIONALE CENTRE WEST, BEING A SUBDIVISION IN THE SOUTHEAST
QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 24, 1998 AS DOCUMENT
NO. R98-156310, IN WILL COUNTY, ILLINOIS.

<PAGE>


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

                                 by and between

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

                                   as Assignor

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

                                   as Assignee

                           Dated as of August 27, 2002

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

                          County of Will (the "County")
                         State of Illinois (the "State")

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

                              Record and Return to:

                           Prudential Asset Resources
                          2200 Ross Avenue, Suite 4900E
                                Dallas, TX 75201
                              Attention: Ross Heath

<PAGE>

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

         THIS FIRST AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND
RENTS (this "Amendment"), dated as of August 27, 2002, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Assignor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Assignee"), having an address at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60647-4107.

                                    RECITALS

                  A. Reference is made to that certain loan agreement dated as
of October 26, 1998 (the "Original Loan Agreement") between Assignor and
PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC., a Delaware corporation
("Prudential"), predecessor-in-interest to Assignee, as amended by that certain
First Amendment to Loan Agreement dated as of January 11, 2001, by and among
Assignor, Assignee, and The Prudential Insurance Company of America, as the
Certificateholder and Servicer (the "First Amendment") (the Original Loan
Agreement as amended by the First Amendment, as the same may hereinafter be
consolidated, extended, modified, amended and/or restated or renewed from time
to time, the "Loan Agreement"). Pursuant to the terms of the Original Loan
Agreement, Prudential agreed to extend a loan (the "Loan"), evidenced by that
certain promissory note dated October 26, 1998, in the original principal amount
of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100 DOLLARS ($373,000,000.00), and
secured by, among other things, that certain Assignment of Leases and Rents
dated as of September 7, 1999, and recorded on September 8, 1999 as Document
R1999111416 in the Official Records of Will County, Illinois (the "Gillette
Assignment of Leases").

                  B. As described in Section 2.15(a) of the Loan Agreement, the
Gillette Assignment of Leases encumbers, among other properties, expansion land
comprising a portion of the Property identified as IL1970104, Gillette,
Romeoville, Illinois, in Exhibit A to the Loan Agreement (such expansion land
referred to herein as the "Gillette Expansion Land").

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

                                    AGREEMENT

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

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


<PAGE>

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

         3. Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of Will County, Illinois, each reference in the
Loan Agreement to the Assignment of Leases and Rents encumbering the property
identified as IL1970104, Gillette, Romeoville, Illinois, shall mean such
Assignment of Leases and Rents as amended hereby. Except as specifically amended
above, (a) the Loan Agreement, the Gillette Assignment of Leases and the other
Loan Documents shall remain in full force and effect and are hereby ratified and
affirmed and (b) the execution, delivery and effectiveness of this Amendment
shall not, except as expressly provided herein, operate as a waiver of any
right, power, or remedy of Assignee, nor constitute a waiver of any provision of
the Loan Agreement, the Gillette Assignment of Leases or any other Loan
Document.

         4. Miscellaneous.

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

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

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

                          [The signature page follows.]


                                      -2-

<PAGE>

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

                                 ASSIGNOR:

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



                                 By: /s/ Micheal D. Fisk
                                     -------------------------------------------
                                 Name:  Micheal D. Fisk
                                 Title: Vice President


                                 ASSIGNEE:

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

                                 By: The Prudential Insurance Company of
                                     America, as Servicer

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




                                       -3-

<PAGE>

                               NOTARY ACKNOWLEDGMENT

State of California                             *** OPTIONAL SECTION ***
County of San Francisco                    CAPACITY CLAIMED BY SIGNER On this
On September 9, 2002,
before me,
      Jenny K. Crane, Notary Public,      Through statute does not require the
        Name, title of Officer            Notary to fill in the data below,
                                          doing so may prove invaluable to
                                          persons relying on the document
Personally appeared                       [_]  INDIVIDUAL
         Michael D. Fisk                  [_]  CORPORATE OFFICERS(S)
-------------------------------------
       Name(s) of Signer(s)               [_]  PARTNER(S)    [_]  LIMITED
                                                             [_]  GENERAL
[X] personally  known  to me - OR -       [_]  ATTORNEY-IN-FACT
[_] proved  to me on the  basis of        [_]  TRUSTEE(S)
satisfactory  evidence to be the          [_]  GUARDIAN/CONSERVATOR
person(s)  whose name(s) is/are           [_]  OTHER:___________________________
subscribed to the within  instrument
and acknowledged to me that he/she/they   SIGNER IS REPRESENTING:
executed the same in his/her/their        NAME OF PERSON(S) OR ENTITY(IES)
authorized capacity(ies), and that by
his/her/their signature(s) on the         ______________________________________
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

    /s/ Jenny K. Crane
-------------------------------------
       SIGNATURE OF NOTARY




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

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT First Amendment to and Partial Release of Assignment
of leases and Rents
NUMBER OF PAGES _____________    DATE OF DOCUMENT August 27, 2002
SIGNER(S) OTHER THAN NAMED ABOVE _______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.




<PAGE>

                              NOTARY ACKNOWLEDGMENT

State of Texas                                  *** OPTIONAL SECTION ***
County of Dana                             CAPACITY CLAIMED BY SIGNER On this
27 day of August, 2002,
before me,
    Sharon Stone, Notary Public,          Through statute does not require the
        Name, title of Officer            Notary to fill in the data below,
                                          doing so may prove invaluable to
                                          persons relying on the document
Personally appeared                       [_]  INDIVIDUAL
         Michael Welborn                  [_]  CORPORATE OFFICERS(S)
--------------------------------------
       Name(s) of Signer(s)               [_]  PARTNER(S)    [_]  LIMITED
                                                             [_]  GENERAL
[X] personally  known  to me - OR -       [_]  ATTORNEY-IN-FACT
[_] proved  to me on the  basis of        [_}  TRUSTEE(S)
satisfactory  evidence to be the          [_]  GUARDIAN/CONSERVATOR
person(s)  whose name(s) is/are           [_]  OTHER:___________________________
subscribed to the within  instrument
and acknowledged to me that he/she/they   SIGNER IS REPRESENTING:
executed the same in his/her/their        NAME OF PERSON(S) OR ENTITY(IES)
authorized capacity(ies), and that by
his/her/their signature(s) on the         ______________________________________
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

/s/ Sharon Stone
--------------------------------------
       SIGNATURE OF NOTARY




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

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


<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN WILL COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:

LOT 2 IN INTERNATIONALE CENTRE WEST, BEING A SUBDIVISION IN THE SOUTHEAST
QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 10 EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 24, 1998 AS DOCUMENT
NO. R98-156310, IN WILL COUNTY, ILLINOIS.


<PAGE>


             AGREEMENT OF CATELLUS DEVELOPMENT CORPORATION AND PLATO
                                   REIT, LLC

                  This AGREEMENT OF CATELLUS DEVELOPMENT CORPORATION AND PLATO
REIT, LLC (this "Agreement") is made as of August 27, 2002, by and among
CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation ("Catellus"), PLATO
REIT, LLC, a Delaware limited liability company ("Plato"), and LASALLE BANK
NATIONAL ASSOCIATION, f/k/a LaSalle National Bank, as trustee for the registered
Holders of Prudential Mortgage Capital Company I, LLC, Commercial Mortgage
Pass-Through Certificates, Series 1998-1, having an address at 135 South LaSalle
Street, Suite 1625, Chicago, Illinois 60674-4107 (the "Lender").

                                    RECITALS

                  WHEREAS, CATELLUS FINANCE 1, L.L.C., a Delaware limited
liability company ("Borrower"), previously obtained a loan in the principal
amount of THREE HUNDRED SEVENTY-THREE MILLION and 00/100 Dollars
($373,000,000.00) (the "Loan") in accordance with the terms and conditions of
that certain loan agreement dated as of October 26, 1998, between Borrower and
PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC., a Delaware corporation
("Prudential"), predecessor-in-interest to Lender under the Loan (the "Original
Loan Agreement"), as amended by that certain First Amendment to Loan Agreement
dated as of January 11, 2001, by and among Borrower, Lender, and The Prudential
Insurance Company of America, as the Certificateholder and Servicer (the "First
Amendment") (the Original Loan Agreement as amended by the First Amendment, as
the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, collectively, the "Loan Agreement";
capitalized terms used and not otherwise defined herein shall have the meanings
given in the Loan Agreement); and

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

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

                  WHEREAS, Borrower has requested that Lender release certain
expansion land located in Will County, Illinois, pledged as collateral for the
Loan, comprising a portion of the Property identified as IL1970104, Romeoville,
Illinois in Exhibit A to the Loan Agreement (such expansion land referred to
herein as the "Gillette Expansion Parcel'), as described in and upon the terms
and conditions set forth in that certain Second Amendment to Loan Agreement
dated of even



<PAGE>

date herewith by and among Borrower, Lender, the Certificateholders (as defined
therein), and The Prudential Insurance Company of America, as servicer
("Servicer") (the "Second Amendment to Loan Agreement"); and

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

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

                                    AGREEMENT

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

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

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

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

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                        2


<PAGE>

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

                              CATELLUS DEVELOPMENT CORPORATION,
                              a Delaware corporation


                              By:  /s/ William M. Lau
                                  ----------------------------------------------
                              Name:  William M. Lau
                                    --------------------------------------------
                              Title:  Vice President Finance & Treasurer
                                     -------------------------------------------


                              PLATO REIT, LLC,
                              a Delaware limited liability company


                              By:  /s/ William M. Lau
                                  ----------------------------------------------
                              Name:  William M. Lau
                                    --------------------------------------------
                              Title:  Chief Financial Officer & Treasurer
                                     -------------------------------------------




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

                              By: The Prudential Insurance Company of
                                  America, as Servicer

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




                                        3

</TEXT>
</DOCUMENT>
