Exhibit 10.1




                                 EXECUTION COPY


                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                December 8, 2000

                                      among

                      SECURITY CAPITAL GROUP INCORPORATED,
                                as the Borrower,

    EACH OF THE FINANCIAL INSTITUTIONS INITIALLY A SIGNATORY HERETO TOGETHER
                WITH THEIR ASSIGNEES UNDER SECTION 10.8. HEREOF,
                                 AS THE LENDERS,

                              BANK OF AMERICA, N.A.
                             as Documentation Agent,

                            THE CHASE MANHATTAN BANK
                              as Syndication Agent,

                                     Each of
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                       and
                             CHASE SECURITIES INC.,
                     as Co-Lead Arranger/Joint Book Manager,

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent


<PAGE>


                                TABLE OF CONTENTS


ARTICLE I.
         DEFINITIONS..........................................................1

         SECTION 1.1.  Definitions............................................1
         SECTION 1.2.  Accounting Terms and Determinations; Time
                       References.............................................20
         SECTION 1.3.  Subsidiaries...........................................21
         SECTION 1.4.  Interpretation Generally...............................21

ARTICLE II.  CREDIT FACILITY..................................................21

         SECTION 2.1.  Making of Revolving Loans..............................21
         SECTION 2.2.  Requests for Revolving Loans...........................22
         SECTION 2.3.  Funding................................................22
         SECTION 2.4.  Continuation...........................................22
         SECTION 2.5.  Conversion.............................................23
         SECTION 2.6.  Interest Rate..........................................23
         SECTION 2.7.  Number of Interest Periods.............................24
         SECTION 2.8.  Repayment of Loans.....................................24
         SECTION 2.9.  Voluntary Reductions of the Commitments................25
         SECTION 2.10. Extension of Revolving Credit Termination
                       Date...................................................26
         SECTION 2.11. Term Loan Conversion...................................27
         SECTION 2.12. Inclusion of Securities in Unencumbered Pool...........27
         SECTION 2.13. Notes..................................................28
         SECTION 2.14. Swingline Loans........................................28
         SECTION 2.15. Amount Limitations.....................................30

ARTICLE III.  GENERAL LOAN PROVISIONS.........................................30

         SECTION 3.1.  Fees...................................................30
         SECTION 3.2.  Computation of Interest and Fees.......................31
         SECTION 3.3.  Pro Rata Treatment.....................................31
         SECTION 3.4.  Sharing of Payments, Etc...............................32
         SECTION 3.5.  Defaulting Lenders.....................................32
         SECTION 3.6.  Usury..................................................33
         SECTION 3.7.  Agreement Regarding Interest and Charges...............33
         SECTION 3.8.  Statements of Account..................................33
         SECTION 3.9.  Agent's Reliance.......................................33
         SECTION 3.10.  Foreign Lenders.......................................34

ARTICLE IV. YIELD PROTECTION, ETC.............................................34

         SECTION 4.1.  Additional Costs; Capital Adequacy.....................34
         SECTION 4.2.  Suspension of LIBOR Loans..............................35
         SECTION 4.3.  Illegality.............................................35
         SECTION 4.4.  Compensation...........................................36
         SECTION 4.5.  Affected Lenders.......................................36
         SECTION 4.6.  Treatment of Affected Loans............................37




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<PAGE>


         SECTION 4.7.  Change of Lending Office...............................37

ARTICLE V.
         CONDITIONS...........................................................37

         SECTION 5.1.  General Conditions to Restatement of Existing
                        Credit Agreement and Initial Loans....................37
         SECTION 5.2.  Conditions to All Loans................................40
         SECTION 5.3.  Conditions to Conversion to Term Loans.................40
         SECTION 5.4.  Conditions as Covenants................................41
         SECTION 5.5.  Termination if Conditions Not Satisfied................41

ARTICLE VI.  REPRESENTATIONS AND WARRANTIES...................................41

         SECTION 6.1.  Existence and Power....................................41
         SECTION 6.2.  Ownership Structure....................................41
         SECTION 6.3.  Authorization of Agreement, Notes, Loan Documents
                       and Borrowings.........................................42
         SECTION 6.4.  Compliance of Agreement, Notes, Loan Documents and
                       Borrowing with Laws, etc...............................42
         SECTION 6.5.  Compliance with Law; Governmental Approvals............42
         SECTION 6.6.  Indebtedness and Guarantees............................42
         SECTION 6.7.  Transactions with Affiliates...........................43
         SECTION 6.8.  Absence of Defaults....................................43
         SECTION 6.9.  Financial Information..................................43
         SECTION 6.10. Litigation.............................................43
         SECTION 6.11. ERISA..................................................44
         SECTION 6.12. Environmental Matters..................................44
         SECTION 6.13. Taxes..................................................44
         SECTION 6.14. Other Related Companies................................44
         SECTION 6.15. Not an Investment Company..............................45
         SECTION 6.16. Full Disclosure........................................45
         SECTION 6.17. Insurance..............................................45
         SECTION 6.18. Not Plan Assets........................................45
         SECTION 6.19. Sole Shareholder.......................................45
         SECTION 6.20. Unencumbered Pool Securities...........................45
         SECTION 6.21. Solvency...............................................46

ARTICLE VII.  COVENANTS.......................................................46

         SECTION 7.1.  Information............................................46
         SECTION 7.2.  Payment of Obligations.................................48
         SECTION 7.3.  Maintenance of Property; Insurance.....................48
         SECTION 7.4.  Conduct of Business and Maintenance of Existence.......49
         SECTION 7.5.  Compliance with Laws...................................49
         SECTION 7.6.  Inspection of Property, Books and Records..............49
         SECTION 7.7.  Financial Covenants....................................50
         SECTION 7.8.  Sales of Unencumbered Pool Securities..................50




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<PAGE>


         SECTION 7.9.  Limitation on Dividends and Other Payment
                       Restrictions Affecting Subsidiaries....................50
         SECTION 7.10. Consolidations, Mergers and Sales of Assets............51
         SECTION 7.11. Use of Proceeds........................................51
         SECTION 7.12. ERISA..................................................52
         SECTION 7.13. Negative Pledge........................................52
         SECTION 7.14. Restricted Payments; Agreements with Affiliates........52
         SECTION 7.15. Loans to Other Persons.................................53
         SECTION 7.16. ERISA Exemptions.......................................53
         SECTION 7.17. Exchange Listing.......................................53
         SECTION 7.18. Subsidiary Guaranties..................................53
         SECTION 7.19. Covenants Regarding Guarantors.........................53
         SECTION 7.20. Investment Limitation..................................54
         SECTION 7.21. Minimum Ownership by Borrower and Guarantors...........55

ARTICLE VIII.  DEFAULTS.......................................................55

         SECTION 8.1.  Events of Default......................................55
         SECTION 8.2.  Remedies...............................................57
         SECTION 8.3.  Allocation of Proceeds.................................58
         SECTION 8.4.  Rescission of Acceleration by Supermajority
                       Lenders................................................58

ARTICLE IX.  THE AGENT........................................................59

         SECTION 9.1.  Appointment and Authorization..........................59
         SECTION 9.2.  Agent and Affiliates...................................59
         SECTION 9.3.  Approvals of Lenders...................................60
         SECTION 9.4.  Consultation with Experts..............................60
         SECTION 9.5.  Liability of Agent.....................................60
         SECTION 9.6.  Indemnification of Agent...............................61
         SECTION 9.7.  Credit Decision........................................61
         SECTION 9.8.  Successor Agent........................................62
         SECTION 9.9.  Titled Parties.........................................62

ARTICLE X.   MISCELLANEOUS....................................................62

         SECTION 10.1. Notices................................................62
         SECTION 10.2. No Waivers.............................................64
         SECTION 10.3. Expenses...............................................64
         SECTION 10.4. Stamp, Intangible and Recording Taxes..................65
         SECTION 10.5. Indemnification........................................65
         SECTION 10.6. Setoff.................................................66
         SECTION 10.7. Amendments.............................................66
         SECTION 10.8. Successors and Assigns.................................67
         SECTION 10.9. Governing Law..........................................69
         SECTION 10.10.Litigation.............................................69
         SECTION 10.11.Counterparts; Integration..............................70
         SECTION 10.12.Notice of Final Agreement..............................70




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<PAGE>


         SECTION 10.13.Invalid Provisions.....................................70
         SECTION 10.14.Additional Guarantors; Release of Guarantors...........70
         SECTION 10.15.No Novation............................................71



Exhibit A        Form of Assignment and Acceptance Agreement
Exhibit B        Form of Guaranty
Exhibit C        Form of Notice of Borrowing
Exhibit D        Form of Notice of Continuation
Exhibit E        Form of Notice of Conversion
Exhibit F        Form of Notice of Swingline Borrowing
Exhibit G        Form of Revolving Note
Exhibit H        Form of Swingline Note
Exhibit I        Form of Unencumbered Pool Certificate
Exhibit J        Form of Opinion of Borrower and Guarantor Counsel
Exhibit K        Form of Opinion of Agent's Counsel

Schedule 1.1.    Initial Guarantors
Schedule 2.12.   Unencumbered Pool Securities
Schedule 6.2.    Ownership Structure
Schedule 6.6.    Indebtedness and Guarantees
Schedule 6.17.   Insurance
Schedule 6.20.   Agreements Restricting Sale of Traded Securities











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<PAGE>


                     AMENDED AND RESTATED CREDIT AGREEMENT


         THIS AMENDED AND RESTATED CREDIT AGREEMENT (this  "Agreement") dated as
of December 8, 2000 by and among SECURITY CAPITAL GROUP INCORPORATED, a Maryland
corporation  ("Borrower"),  each  of  the  financial  institutions  initially  a
signatory  hereto  together  with their  assignees  pursuant  to  Section  10.8.
("Lenders"),  BANK OF AMERICA,  N.A. f/k/a  NationsBank,  N.A., as Documentation
Agent (the "Documentation Agent"), THE CHASE MANHATTAN BANK, successor by merger
to  Chase  Bank Of  Texas,  National  Association,  as  Syndication  Agent  (the
"Syndication   Agent"),   WELLS  FARGO  BANK,  NATIONAL  ASSOCIATION  and  CHASE
SECURITIES  INC.,  as  Co-Lead   Arrangers/Joint  Book  Managers  (the  "Co-Lead
Arrangers")  and  WELLS  FARGO  BANK,  NATIONAL   ASSOCIATION,   as  contractual
representative  for Lenders to the extent and in the manner  provided in Article
IX. below (in such capacity "Agent").

         WHEREAS,  certain of the Lenders and other financial  institutions have
made  available to Borrower a $470,000,000  revolving  credit  facility,  on the
terms and conditions contained in that certain Credit Agreement dated as of June
5, 1998 (as  amended and in effect  immediately  prior to the date  hereof,  the
"Existing Credit  Agreement") by and among the Borrower,  such Lenders,  certain
other financial institutions, the Agent and the other parties thereto;

         WHEREAS,  Borrower,  Lenders and Agent  desire to amend and restate the
terms of the Existing Credit  Agreement in order to amend certain terms thereof,
all pursuant to the terms hereof.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby  acknowledged by the parties hereto, the parties
hereto agree that the Existing  Credit  Agreement is amended and restated in its
entirety as follows:

                             ARTICLE I. DEFINITIONS

         SECTION 1.1.  Definitions.

         The following terms, as used herein, have the following meanings:

         "Accession Agreement" means an Accession Agreement substantially in the
form of Annex I to the Guaranty.

         "Additional Costs" has the meaning given that term in Section 4.1.

         "Affiliate"  means any Person which  controls,  is  controlled by or is
under common control with  Borrower.  As used herein,  the term "control"  means
possession, directly or indirectly, of the power to vote twenty percent (20%) or
more of any class of  voting  securities  of a Person or to direct or  otherwise
cause the direction of the management or policies of a Person,  whether  through
the ownership of voting securities, by contract or otherwise.


<PAGE>


         "Applicable  Law"  means all  applicable  provisions  of local,  state,
federal and foreign constitutions,  statutes,  rules,  regulations,  ordinances,
decrees,  permits,  concessions  and orders of all  governmental  bodies and all
orders and decrees of all courts, tribunals and arbitrators.

         "Applicable  Margin" means the percentage  per annum  determined at any
time based on the range into which  Borrower's  Credit  Rating  then  falls,  in
accordance  with the table set forth  below.  Any  change in  Borrower's  Credit
Rating  which  would cause the  Applicable  Margin to be  determined  based on a
different  Level in the table shall take effect on the date on which such change
occurs.  Notwithstanding anything to the contrary in this paragraph,  during any
period in which  Borrower has no Credit  Rating from either S&P or Moody's,  the
Applicable Margin shall be the percentage corresponding to Level 6 in the table.
During any period in which  Borrower  shall  only have one  Credit  Rating,  the
Applicable  Margin shall be based on such Credit Rating.  During any period that
Borrower  receives  only two Credit  Ratings  and such  Credit  Ratings  are not
equivalent,  the Applicable  Margin shall be determined by the lower of such two
Credit  Ratings.  During any period that Borrower  receives more than two Credit
Ratings and such Credit Ratings are not equivalent,  the Applicable Margin shall
be determined by the lower of the two highest Credit Ratings.
<TABLE>
<CAPTION>
<S>              <C>                                         <C>                       <C>

-------------- ------------------------------------------ ---------------------------- ----------------------------
                       Borrower's Credit Rating              Applicable Margin for     Applicable Margin for Base
    Level          (S&P/Moody's/Fitch or equivalent)              LIBOR Loans                  Rate Loans
-------------- ------------------------------------------ ---------------------------- ----------------------------
      1        A/A2 or equivalent                                     1.00%                        0.0%
-------------- ------------------------------------------ ---------------------------- ----------------------------
      2        A-/A3 or equivalent                                    1.10%                        0.0%
-------------- ------------------------------------------ ---------------------------- ----------------------------
      3        BBB+/Baa1 or equivalent                                1.20%                        0.0%
-------------- ------------------------------------------ ---------------------------- ----------------------------
      4        BBB/Baa2 (or equivalent)                               1.30%                        0.0%
-------------- ------------------------------------------ ---------------------------- ----------------------------
      5        BBB-/Baa3 (or equivalent)                              1.40%                        0.10%
-------------- ------------------------------------------ ---------------------------- ----------------------------
      6        Lower than BBB-/Baa3 or equivalent                     1.80%                        0.50%
-------------- ------------------------------------------ ---------------------------- ----------------------------
</TABLE>

         "Approved Issuer" means an Issuer which the  Supermajority  Lenders has
approved  in  writing as being  eligible  for  inclusion  in  determinations  of
Borrower's  compliance  with the  limitation of clause (a) of the  definition of
Unencumbered Pool Value. As of the Effective Date, the only Approved Issuers are
Archstone  Communities Trust,  CarrAmerica Realty Corp., ProLogis Trust, Regency
Realty Corporation and Storage USA, Inc.

         "Assignee" has the meaning given that term in Section 10.8.(c).

         "Assignment   and  Acceptance   Agreement"   means  an  Assignment  and
Acceptance Agreement between a Lender and an Assignee, substantially in the form
of Exhibit A.

         "Authorized  Representative"  means,  with  respect to any Person,  the
Chairman, Vice Chairman, any Managing Director, the Chief Financial Officer, any
controller or any other officer,  employee or representative of such Person duly
authorized  by such  Person to act on behalf of such Person in  connection  with
this Agreement and the transactions  contemplated hereby; provided that evidence
of such authority shall have been provided to Agent promptly




                                      -2-


<PAGE>


following Agent's request therefor and such evidence shall be satisfactory in
form and substance to Agent.

         "Available  Loan Amount"  means,  at any time,  the amount,  if any, by
which (a) the  Unencumbered  Pool Value at such time divided by 2.0, exceeds (b)
all Unsecured Liabilities (excluding the Loans) of Borrower and its Consolidated
Subsidiaries.

         "Base Rate"  means the  greater of (a) the rate of  interest  per annum
established  from time to time by Agent and  designated as its prime rate (which
rate of interest  may not be the lowest rate  charged by Agent or any of Lenders
on similar  loans) and (b) the Federal  Funds Rate plus  one-half of one percent
(0.5%). Each change in the Base Rate shall become effective without prior notice
to Borrower or Lenders  automatically  as of the opening of business on the date
of such change in the Base Rate.

         "Base Rate Loan" means any Revolving  Loan or Term Loan  hereunder with
respect to which the interest rate is calculated by reference to the Base Rate.

         "Business Day" means (a) any day except a Saturday, Sunday or other day
on which  commercial  banks  in  Atlanta,  Georgia,  New  York,  New York or San
Francisco, California are authorized or required to close and (b) with reference
to LIBOR Loans,  any such day on which  dealings in Dollar  deposits are carried
out in the London interbank market.

         "Capital  Management  Entity" means a Subsidiary of the Borrower  which
(i) provides  investment  management or investment advisory services pursuant to
any contract or agreement  or series of  contracts or  agreements;  or (ii) is a
Person that (A) is  registered  under the  Investment  Company  Act of 1940,  as
amended (the "Investment Company Act"), or (B) is exempt from registration under
the Investment  Company Act and makes passive  investments in companies or funds
in which such Person does not have  representation  on the board of directors or
similar body or participate on a regular basis in the management of such company
or fund. Any Subsidiary which is or would be included in the "Financial Services
Division"  of the Borrower as currently  disclosed on the  Borrower's  financial
statements  shall not be  included  as a Capital  Management  Entity.  As of the
Effective  Date,  the only Capital  Management  Entities  are  Security  Capital
European Realty and Security Capital Preferred Growth Incorporated.

         "Capitalized  Lease  Obligation"  means  Indebtedness   represented  by
obligations  under a lease that is  required  to be  capitalized  for  financial
reporting purposes in accordance with generally accepted accounting  principles,
and the  amount of such  Indebtedness  shall be the  capitalized  amount of such
obligations determined in accordance with such principles.

         "Cash Flow" means, with respect to a Person for the four fiscal quarter
period ending as of the date of determination, such Person's net income for such
period determined in accordance with generally accepted  accounting  principles,
except  that  cash  dividends  and  other  cash  received  from  Investments  in
Consolidated  Subsidiaries,  other  Subsidiaries  or any other  Persons shall be
substituted  for net  income  of  Consolidated  Subsidiaries  and for  equity in
earnings of any such  Subsidiaries or other Persons,  exclusive of the following
amounts  (but only to the extent that any of the  following  amounts  were taken
into account when  determining  such net income):




                                      -3-


<PAGE>


(a) income taxes accrued for such period;  (b) interest  expense paid or accrued
for such  period  (excluding  interest  accrued in respect of any "zero  coupon"
Indebtedness  and other similar  Indebtedness  for which interest is not due and
payable);  (c) depreciation and amortization  expenses for such period;  (d) the
return of capital component of dividends received for such period (to the extent
that such component is not reflected  already in net income);  (e) non-recurring
extraordinary  income  and  expenses,  non-recurring  special  charges  (such as
restructuring  charges,  non-recurring asset write-downs,  and costs and charges
related to asset  acquisitions and  dispositions),  and  non-recurring  costs or
charges related to accounting charges for such period; provided, however, to the
extent that the cash component of the expenses, costs and charges referred to in
this clause (e) would exceed $10,000,000 in the aggregate for such period,  such
excess shall not be excluded  from net income;  (f) capital gains and losses for
such period on any disposition of Investments in any Real Estate  Companies that
are Strategic Investees; and (g) unrealized gains and losses.

         "Cash Flow Available for Distribution"  means, with respect to a Person
for a given  period,  such  Person's  net income for such period  determined  in
accordance  with  generally  accepted  accounting  principles,  except that cash
dividends and other cash received from Investments in Consolidated Subsidiaries,
other  Subsidiaries  or any other Persons shall be substituted for net income of
Consolidated Subsidiaries and for equity in earnings of any such Subsidiaries or
other Persons,  exclusive of the following  amounts (but only to the extent that
any of the following  amounts were taken into account when  determining such net
income):  (a) interest expense accrued (but not paid) for such period (excluding
interest accrued in respect of any "zero coupon"  Indebtedness and other similar
Indebtedness  for which interest is not due and payable);  (b)  depreciation and
amortization  expenses for such period;  (c) the return of capital  component of
dividends  received  for such period (to the extent that such  component  is not
reflected  already in net income);  (d) non-recurring  extraordinary  income and
expenses,   non-recurring  special  charges  (such  as  restructuring   charges,
non-recurring  asset  write-downs,  and  costs  and  charges  related  to  asset
acquisitions and  dispositions),  and non-recurring  costs or charges related to
accounting charges for such period;  provided,  however,  to the extent that the
cash component of the expenses, costs and charges referred to in this clause (d)
would exceed $10,000,000 in the aggregate for such period, such excess shall not
be excluded from net income; (e) capital gains and losses for such period on any
disposition  of  Investments  in any Real Estate  Companies  that are  Strategic
Investees; and (f) unrealized gains and losses.

         "Cash Flow to Interest  Ratio" means,  for any Person and for any given
period,  the ratio of (a) the sum of each of the following of such Person during
such period: (i) net income,  (ii) income taxes paid or accrued,  (iii) interest
expense paid or accrued (excluding any capitalized interest and interest accrued
in respect of any "zero-coupon"  Indebtedness or other similar  Indebtedness for
which interest is not due and payable) and (iv)  depreciation  and  amortization
deductions (but only to the extent, in each case, that such taxes,  expenses and
deductions are reflected in the calculation of such Person's net income for such
period) to (b)  interest  expense  paid or accrued  (excluding  any  capitalized
interest and interest  accrued in respect of any  "zero-coupon"  Indebtedness or
other similar  Indebtedness  for which  interest is not due and payable) by such
Person during such period, including interest on any Indebtedness of such Person
convertible into capital stock of such Person.




                                      -4-



<PAGE>


         "Commitment" means, as to each Lender, such Lender's obligation to make
Revolving  Loans pursuant to Section 2.1. in an amount up to, but not exceeding,
the  amount  set forth  for such  Lender on its  signature  page  hereto as such
Lender's  "Commitment  Amount",  as the same may be  reduced  from  time to time
pursuant to Section 2.9., or as appropriate to reflect assignments to or by such
Lender effected in accordance with Section 10.8.

         "Compliance  Certificate"  means the  certificate  described in Section
7.1.(c).

         "Consolidated  Subsidiary" means, with respect to a Person at any date,
any Subsidiary or other entity the accounts of which would be consolidated  with
those of such Person in its consolidated financial statements in accordance with
generally accepted accounting principles, if such statements were prepared as of
such date (other than (a) any  Strategic  Investee,  (b) any Capital  Management
Entity  and (c) any  Subsidiary  that is a  preferred  stock  subsidiary  of any
Affiliate of such Person the economic interest in which Subsidiary owned by such
Person is less than 15% of the aggregate thereof).

         "Contingent   Obligation"   means,  for  any  Person,  any  commitment,
undertaking,  Guarantee or other obligation  constituting a contingent liability
that must be accrued under generally accepted accounting principles.

         "Continue",   "Continuation"   and  "Continued"   each  refers  to  the
continuation  of a LIBOR  Loan from one  Interest  Period  to the next  Interest
Period pursuant to Section 2.4.

         "Convert",  "Conversion"  and "Converted" each refers to the conversion
of a Loan of one Type into a Loan of another Type pursuant to Section 2.5.

         "Credit  Rating" of any Person  means the rating  assigned  by a Rating
Agency to the senior unsecured long term indebtedness of such Person.

         "Default"  means any condition or event which  constitutes  an Event of
Default  or which  with the  giving of  notice  or lapse of time or both  would,
unless cured or waived, become an Event of Default.

         "Defaulting Lender" has the meaning given that term in Section 3.5.

         "Dollars"  or "$" means the lawful  currency  of the  United  States of
America.

         "EBITDA"  means,  with  respect  to a  Person  and for a  given  period
determined on a consolidated  basis,  such Person's net income  exclusive of the
following (but only to the extent, in each case, reflected in the calculation of
such  Person's  net income for such  period):  (i) income taxes paid or accrued,
(ii)  interest  expense paid or accrued,  (iii)  depreciation  and  amortization
deductions,  (iv) extraordinary gains and losses (whether cash or noncash),  and
(v) non-recurring extraordinary expenses, non-recurring special charges (such as
restructuring  charges,  non-recurring asset write-downs,  and costs and charges
related to asset  acquisitions and  dispositions),  and  non-recurring  costs or
charges related to accounting charges for such period; provided, however, to the
extent that the cash component of the expenses, costs and charges




                                      -5-


<PAGE>


referred to in this clause (v) would exceed  $10,000,000  in the  aggregate  for
such period, such excess shall not be excluded from net income.

         "Effective  Date" means the date this  Agreement  becomes  effective in
accordance with Section 5.1.

         "Eligible  Assignee"  means any Person who is: (i)  currently a Lender;
(ii) a commercial bank,  trust company,  savings and loan  association,  savings
bank,  insurance  company,  investment  bank or pension fund organized under the
laws of the United  States of America,  or any state  thereof,  and having total
assets in excess of  $5,000,000,000;  or (iii) a commercial bank organized under
the laws of any other country which is a member of the Organization for Economic
Cooperation and  Development  ("OECD"),  or a political  subdivision of any such
country,  and having total assets in excess of  $10,000,000,000,  provided  that
such bank is acting  through a branch or agency  located in the United States of
America.  If such  Person  is not  currently  a  Lender,  such  Person's  senior
unsecured  long term  indebtedness  must be rated BBB or higher by S&P,  Baa2 or
higher by Moody's,  or the equivalent or higher of either such rating by another
rating agency acceptable to Agent. Notwithstanding the foregoing, if an Event of
Default shall have occurred and be continuing  under Section 8.1.(a) or (b), the
term "Eligible Assignee" shall mean any Person that is not an individual.

         "Environmental  Laws" means any and all Applicable Laws relating to the
environment  and that are  applicable to Borrower and its assets or  properties,
the effect of the  environment  on human health or to  emissions,  discharges or
releases of pollutants,  contaminants,  Hazardous  Substances or wastes into the
environment  including,  without limitation,  ambient air, surface water, ground
water,  or  land,  or  otherwise   relating  to  the  manufacture,   processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,  contaminants,  Hazardous  Substances  or wastes or the  clean-up or
other remediation thereof.

         "ERISA" means the Employee  Retirement  Income Security Act of 1974, as
amended, or any successor statute.

         "ERISA Group" means all members of a controlled  group of  corporations
and all trades or businesses  (whether or not incorporated) under common control
that are treated as a single employer under Section 414 of the Internal  Revenue
Code.

         "ERISA  Plan" means any  employee  benefit  plan  subject to Title I of
ERISA.

         "Event of Default" means the occurrence of any of the events  specified
in Section  8.1.,  whatever  the  reason for such event and  whether it shall be
voluntary or  involuntary  or be effected by operation of law or pursuant to any
judgment  or  order  of any  court  or any  order,  rule  or  regulation  of any
governmental or nongovernmental  body;  provided that any requirement for notice
or lapse of time or any other condition has been satisfied.

         "Existing  Credit  Agreement"  has the  meaning  given such term in the
first "WHEREAS" paragraph of this Agreement.




                                      -6-


<PAGE>


         "Extension Request" has the meaning given that term in Section 2.10.

         "Federal  Funds Rate" means,  on any day,  the rate per annum  (rounded
upward,  if  necessary,  to the  nearest  1/100th  of 1%) equal to the  weighted
average of the rates on overnight Federal funds transactions with members of the
Federal  Reserve  System  arranged  by Federal  funds  brokers  on such day,  as
published  by the  Federal  Reserve  Bank of New York on the  Business  Day next
succeeding  such day,  provided  that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is published on such next  succeeding  Business Day, the
Federal  Funds Rate for such day shall be the  average  rate  quoted to Agent on
such day on such transactions as reasonably determined by Agent.

         "Fitch" means Fitch, Inc.

         "Fixed  Charges"  means,  with  respect to a Person for the four fiscal
quarter period ending as of the date of determination,  the sum of (a) the total
amount of accrued or paid  interest  (including,  without  limitation,  interest
expense  attributable to Capitalized  Lease  Obligations but excluding  interest
accrued  in  respect  of  any  "zero  coupon"  Indebtedness  and  other  similar
Indebtedness  for which interest is not due and payable) of such Person for such
period, and in any event shall include all accrued, paid or capitalized interest
with respect to any  Indebtedness  or other  obligation in respect of which such
Person  is  wholly or  partially  liable,  whether  pursuant  to any  repayment,
interest  carry,  performance  Guarantee or otherwise  (excluding any such "zero
coupon"  Indebtedness  and other  similar  Indebtedness)  and in any event shall
include  all letter of credit  fees paid or accrued by such  Person  during such
period plus (b) regularly  scheduled  principal payments on Indebtedness of such
Person  during  such  period,  other  than (i) any  balloon,  bullet or  similar
principal  payment payable on any  Indebtedness of such Person which spreads the
final payment  thereof over a period and thereby  reduces  refinancing  risk and
repays such Indebtedness in full and (ii) in the case of the Borrower, principal
payments  in respect of the Term  Loans.  "Fixed  Charges"  shall  include  such
Person's ownership share of all of the foregoing of any Affiliate of such Person
(excluding,  in the case of Borrower, any Affiliate that is a Strategic Investee
or Capital Management  Entity) that is not a Consolidated  Subsidiary (with such
ownership  share being based on the greater of such Person's  nominal  ownership
interest or economic  interest in any such Affiliate).  For purposes of clarity,
when determining Borrower's compliance with Section 7.7.(c), the amount of Fixed
Charges  of  Strategic  Investees  and  Capital  Management  Entities  shall  be
disregarded.

         "Foreign  Lender"  means  any  Lender  organized  under the laws of any
jurisdiction  other than the United States of America,  any State thereof or the
District of Columbia.

         "Governmental Approvals" means all authorizations, consents, approvals,
licenses and exemptions of,  registrations and filings with, and reports to, all
Governmental Authorities.

         "Governmental   Authority"  means  any  government  (or  any  political
subdivision  or  jurisdiction   thereof),   court,   bureau,   agency  or  other
governmental  authority having jurisdiction




                                      -7-


<PAGE>


over  Borrower,  any Guarantor or any other  Subsidiary,  or any of its or their
business, operations or properties.

         "Guarantee"  by  any  Person  means  any   obligation,   contingent  or
otherwise,  of such Person directly or indirectly  guaranteeing any Indebtedness
or other  obligation of any other Person and, without limiting the generality of
the foregoing, any obligation,  direct or indirect,  contingent or otherwise, of
such Person (a) to purchase or pay (or advance or supply  funds for the purchase
or payment of) such Indebtedness or other obligation  (whether arising by virtue
of  partnership  arrangements,  by agreement to keep-well,  to purchase  assets,
goods,  securities  or  services,  to  take-or-pay,  or  to  maintain  financial
statement  conditions  or  otherwise)  or (b)  entered  into for the  purpose of
assuring  in any  other  manner  the  obligee  of  such  Indebtedness  or  other
obligation  of the payment  thereof or to protect such  obligee  against loss in
respect  thereof (in whole or in part),  provided that the term Guarantee  shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

         "Guarantor" means SC Realty Incorporated, a Nevada corporation,
Security  Capital Holdings S.A., a Luxembourg  corporation,  each of the Persons
identified  on Schedule  1.1. and any other  Subsidiary  of Borrower  that later
becomes a party to the Guaranty.

         "Guaranty"  means the Guaranty  dated as of the date hereof in favor of
Agent and Lenders to which each of the  Guarantors is a party and  substantially
in the form of Exhibit B.

         "Hazardous  Substances"  means  any  toxic,  radioactive,   caustic  or
otherwise hazardous substance, including petroleum, its derivatives, by-products
and  other  hydrocarbons,  or any  substance  having  any  constituent  elements
displaying any of the foregoing characteristics,  which if managed, disposed of,
released or discharged would require  reporting,  clean-up or remediation  under
Environmental Laws.

         "Homestead"   means   Homestead   Village   Incorporated,   a  Maryland
corporation, and its successors.

         "Indebtedness"  of any Person means at any date,  without  duplication,
(a) all  obligations of such Person for borrowed  money,  (b) all obligations of
such  Person  evidenced  by  bonds,  debentures,  notes  or other  similar  debt
instruments,  (c) all  obligations  of such Person to pay the purchase  price of
property or services if such  obligations  are payable after the receipt of such
property or rendition of such services,  except (i) accounts  payable arising in
the  ordinary  course of  business,  (ii)  obligations  incurred in the ordinary
course to pay the purchase price of Securities so long as such  obligations  are
paid  within  customary  settlement  periods and (iii)  obligations  to purchase
Securities pursuant to subscription or stock purchase  agreements,  or otherwise
make capital contributions, in or with respect to Strategic Investees or Capital
Management  Entities,  (d) all Capitalized Lease Obligations of such Person, (e)
all  reimbursement  obligations  of such  Person  under  letters  of  credit  or
acceptances in respect of drawings thereunder to the extent not reimbursed,  (f)
all Indebtedness  secured by a Lien on any asset of such Person,  whether or not
such  Indebtedness  is  otherwise  an  obligation  of such  Person,  and (g) all
Indebtedness of others Guaranteed by such Person or which is otherwise  recourse
to such Person,  including all  Indebtedness  of any  partnership  of which such
Person is a general  partner.  Notwithstanding  the




                                      -8-


<PAGE>


foregoing,  for purposes of calculating Borrower's compliance with Section 7.7.,
accounts payable (other than deferred  compensation and obligations  incurred in
the ordinary  course to pay the  purchase  price of  Securities  so long as such
obligations are paid within customary  settlement periods) of Borrower in excess
of 3.0% of the undepreciated book value (determined in accordance with generally
accepted  accounting  principles)  of the  assets of the  Borrower,  at any time
outstanding  shall be treated as Indebtedness  to the extent of such excess.  In
addition, for purposes of calculating Borrower's compliance with Section 7.7.(d)
the Borrower's  Indebtedness shall include the Borrower's ownership share of all
of the foregoing of any Affiliate of Borrower (excluding any Affiliate that is a
Strategic  Investee or a Capital  Management  Entity) that is not a Consolidated
Subsidiary  (with  such  ownership  share  being  based on the  greater  of such
Person's nominal ownership  interest or economic interest in any such Affiliate)
and which Indebtedness is secured in any manner by any Lien on any property.

         "Intangible  Assets" means, with respect to any Person,  the amount (to
the extent reflected in determining  stockholders' equity of such Person) of all
items which in accordance with generally accepted accounting principles would be
properly classified as intangible assets.

         "Interest  Period"  means with  respect to any LIBOR  Loan,  the period
commencing on the date of the borrowing, Conversion or Continuation of such Loan
and ending on the last day of the period  selected by  Borrower  pursuant to the
provisions  below. The duration of each Interest Period shall be one, two, three
or six  months,  in each  case as  Borrower  may,  in an  appropriate  Notice of
Borrowing, Notice of Continuation or Notice of Conversion, select (except in the
case of LIBOR Loans made under Section 2.14.(e)).  In no event shall an Interest
Period of a Revolving Loan extend beyond the Revolving  Credit  Termination Date
and in no  event  shall  an  Interest  Period  of any  Loan  extend  beyond  the
Termination  Date.  Whenever the last day of any Interest Period would otherwise
occur on a day other than a Business Day, the last day of such  Interest  Period
shall  be  extended  to occur on the next  succeeding  Business  Day;  provided,
however, that if such extension would cause the last day of such Interest Period
to occur in the next  following  calendar  month,  the last day of such Interest
Period shall occur on the next preceding Business Day.

         "Internal  Revenue  Code" means the Internal  Revenue Code of 1986,  as
amended, or any successor statute.

         "Investment"  means, with respect to a Person,  the legal or beneficial
ownership  by such  Person of any  capital  stock or other  equity  interest  in
another Person, whether or not such ownership constitutes a controlling interest
in such other Person,  and shall include all  Consolidated  Subsidiaries of such
Person.

         "Investment  Grade" means, with respect to an Issuer,  that such Issuer
has Credit Ratings of BBB-/Baa3 (or  equivalent) or better  assigned by at least
two of S&P, Moody's and Fitch.

         "Issuer"  means with  respect to a Security,  the Person  issuing  such
Security.




                                      -9-


<PAGE>


         "Lending  Office" means, for each Lender and for each Type of Loan, the
office of such Lender  specified as such on its signature  page hereto,  or such
other office of such Lender as such Lender may notify Agent in writing from time
to time.

         "LIBO Rate" means,  with respect to each Interest  Period,  the average
rate of interest per annum (rounded upwards,  if necessary,  to the next highest
1/16th of 1%) at which  deposits in immediately  available  funds in Dollars are
offered to Agent (at  approximately  9:00 a.m.,  two Business  Days prior to the
first  day of such  Interest  Period)  by first  class  banks  in the  interbank
Eurodollar  market  where the  Eurodollar  operations  of Agent are  customarily
conducted,  for delivery on the first day of such Interest Period, such deposits
being for a period of time equal or comparable to such Interest Period and in an
amount equal to or comparable to the principal amount of the LIBOR Loan to which
such  Interest  Period  relates.  Each  determination  of the LIBO Rate by Agent
shall, in absence of demonstrable error, be conclusive and binding.

         "LIBOR  Loan"  means any  Revolving  Loan or Term Loan  hereunder  with
respect to which the interest  rate is  calculated by reference to the LIBO Rate
for a particular Interest Period.

         "Lien"  as  applied  to the  property  of any  Person  means:  (a)  any
mortgage,  deed to secure debt,  deed of trust,  pledge,  lien,  charge or lease
constituting a Capitalized  Lease  Obligation,  conditional  sale or other title
retention agreement,  or other security interest,  security title or encumbrance
of any kind in respect of any  property  of such  Person,  or upon the income or
profits  therefrom;  (b) any  arrangement,  express or implied,  under which any
property of such Person is transferred,  sequestered or otherwise identified for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other  obligation  in priority to the payment of the  general,  unsecured
creditors of such Person;  and (c) the filing of, or any agreement to give,  any
financing  statement under the Uniform  Commercial Code or its equivalent in any
jurisdiction.

         "Loan" means a Revolving Loan, a Swingline Loan or a Term Loan.

         "Loan Document" means this Agreement,  each of the Notes, the Guaranty,
any agreement  evidencing the fees referred to in Section 3.1.(d) and each other
document or  instrument  executed and  delivered by Borrower or any Guarantor in
connection with this Agreement or any of the other foregoing documents.

         "Majority  Lenders" means,  as of any date,  Lenders whose combined Pro
Rata Shares exceed 50.0%.

         "Market  Value"  means,  with  respect to a Security and on the date of
determination  thereof,  the value  determined in accordance  with the following
method applicable to such Security:

                  (a) in the case of a  Security  listed  on the New York  Stock
         Exchange, the American Stock Exchange, or some other principal national
         securities exchange in the United States of America,  the reported last
         sale price of a unit of such  security  regular way on a given day, or,
         in case no such  sale  takes  place on such  day,  the  average  of the
         reported  closing bid and asked prices regular way, in each case on the
         New York Stock




                                      -10-


<PAGE>


         Exchange Composite Tape, the American Stock Exchange Composite Tape or
         the  principal  national  securities  exchange in the United States of
         America on which the  security is listed or  admitted  to trading,  as
         applicable,  or, if such Security is not listed or admitted to trading
         on any national  securities  exchange in the United States of America,
         the closing sales price,  or if there is no closing  sales price,  the
         average of the closing bid and asked prices,  in the  over-the-counter
         market as reported by the National  Association of Securities  Dealers
         Automated Quotation System,

                  (b) in the case of a Security  listed on a principal  national
         securities exchange in Luxembourg, Amsterdam or other European country,
         the price of such  Security as  reported  on such  exchange by the most
         widely recognized reporting method customarily relied upon by financial
         institutions in such country and which method is reasonably  acceptable
         to Co-Lead Arrangers,

                  (c) in the case of a  Security  issued by an  investment  fund
         which  invests  primarily  in the  Securities  of publicly  traded real
         estate  companies  and  the net  asset  value  of  which  is  regularly
         determined  (and in any event at least every three months) and reported
         publicly, the reported net asset value of such Security,

                  (d) in the case of any other  Security,  one of the following,
         as  provided  below  (determined  on a  per  share  basis  in a  manner
         acceptable to Co-Lead Arrangers):

                           (i) in the case of a  Security  issued  by a  private
                  investment  fund which invests  primarily in the Securities of
                  publicly traded real estate  companies and the net asset value
                  of which is  regularly  determined  (and in any event at least
                  every three  months) and  reported  to its  shareholders,  the
                  reported net asset value of such Security,

                           (ii)  the sum of (A)  EBITDA  of the  Issuer  of such
                  Security for the fiscal  quarter of such Issuer most  recently
                  ending  multiplied  by 4  divided  by 9.25% (or in the case of
                  Securities  issued by  Homestead,  EBITDA of Homestead for the
                  four fiscal quarter  period of Homestead most recently  ending
                  prior to the date of  determination  divided by 11.00%),  plus
                  (B) with  respect to any  tangible  assets of such Issuer that
                  did not  generate  income  included  in the  determination  of
                  EBITDA,  the book  value of such  assets as of the end of such
                  fiscal quarter, minus (C) the total liabilities of such Issuer
                  as of the end of such fiscal quarter, or

                           (iii) the book value of such Security as reflected on
                  the balance sheet of Borrower thereof as of the fiscal quarter
                  of Borrower most recently ending.

         Securities  issued by Urban Growth Property Trust,  CWS Communities and
         by BelmontCorp  shall be valued in accordance with the method described
         in the immediately preceding clause (ii), Securities issued by Security
         Capital European Real Estate Shares,  Security Capital Preferred Growth
         Incorporated  and  Security  Capital U.S.  Real Estate  Shares shall be
         valued in  accordance  with the  method  described  in the  immediately
         preceding  clause  (i),  and  Securities  issued  by  Security  Capital
         European




                                      -11-


<PAGE>


         Realty,  City Center Retail Trust and Interparking  Incorporated shall
         be valued in accordance  with the method  described in the immediately
         preceding clause (iii);  provided,  however,  if Urban Growth Property
         Trust  and  Interparking   Incorporated  merge  or  otherwise  combine
         pursuant to a transaction not otherwise  prohibited by this Agreement,
         the  Securities  issued by the entity  resulting  from such  merger or
         combination shall be valued in accordance with the method described in
         the immediately  preceding clause (ii). Securities of any other Issuer
         shall be valued in  accordance  with one of such  methods  as  Co-Lead
         Arrangers and Borrower may agree. The value of Securities of an Issuer
         may be  determined  in  accordance  with the method  described  in the
         immediately  preceding clause (iii) for a maximum period of two years,
         after  which such value shall be  determined  in  accordance  with the
         immediately  preceding  clause  (ii) (or  clause  (i) in the case of a
         private  investment fund, if such method is then acceptable to Co-Lead
         Arrangers) if no other valuation  method referred to above should then
         apply.

Any  determination  of  the  "Market  Value"  of a  Security  pursuant  to  this
definition  shall be based on the  assumption  that offers of such  Security are
exempt from  registration  under the Securities  Act. In addition if the "Market
Value"  of a  Security  determined  pursuant  to the  above  provisions  of this
definition  would be less than zero,  then such "Market Value" shall be equal to
zero.

         "Market Value Net Worth" means, on a given date, (a) the sum of (i) the
Market Value on and as of such date of all Securities (excluding preferred stock
referred to in the immediately  following clause (ii)) owned by Borrower and its
Consolidated  Subsidiaries  and  which  Securities  are  issued  by Real  Estate
Companies,  (ii) the  aggregate  liquidation  preference  value of any preferred
stock owned by the Borrower and its Consolidated  Subsidiaries on and as of such
date,  (iii) the book value of all other assets of Borrower and its Consolidated
Subsidiaries  (excluding all Intangible Assets and Securities issued by a Person
which has no  publicly  traded  Securities)  on and as of such date and (iv) all
cash and cash equivalents of Borrower and its  Consolidated  Subsidiaries on and
as of such date, minus (b) the Total  Liabilities  (excluding  deferred taxes on
unrealized gains) of Borrower and its Consolidated  Subsidiaries as of such date
as determined in accordance with generally accepted accounting  principles.  The
Market  Value of  Securities  which are the  subject  of  purchase  obligations,
repurchase obligations, forward commitments and other unfunded obligations shall
be  included  in Market  Value Net Worth to the  extent  that the amount of such
purchase  obligations,  repurchase  obligations,  forward  commitments and other
unfunded obligations are included in Total Liabilities.

         "Materially  Adverse  Effect" means a materially  adverse effect on (a)
the business, assets, liabilities, financial condition, or results of operations
of  Borrower  and  its  Consolidated  Subsidiaries,  or any  Guarantor  and  its
Consolidated  Subsidiaries,  in each case taken as a whole,  (b) the  ability of
Borrower or any Guarantor to perform its obligations  under any Loan Document to
which it is a party,  (c) the  validity  or  enforceability  of any of such Loan
Documents,  (d) the rights and  remedies  of Lenders and Agent under any of such
Loan  Documents or (e) the timely payment of the principal of or interest on the
Loans or other amounts payable in connection therewith.

         "Moody's" means Moody's Investors Service, Inc.




                                      -12-


<PAGE>


         "Net  Worth"  means,  for any  Person,  all  amounts  which  would,  in
accordance  with generally  accepted  accounting  principles,  be included under
stockholders' equity on the balance sheet of such Person.

         "Non-ERISA Plan" means any Plan subject to Section 4975 of the Internal
Revenue Code.

         "Nonrecourse   Indebtedness"   means,   with   respect   to  a  Person,
Indebtedness for borrowed money in respect of which recourse for payment (except
for customary  exceptions for fraud and other similar  exceptions  acceptable to
the Agent in its sole discretion) is contractually limited to specific assets of
such Person encumbered by a Lien securing such Indebtedness.

         "Note" means either a Revolving Note or the Swingline Note.

         "Notice  of  Borrowing"  means a notice in the form of  Exhibit C to be
delivered to Agent pursuant to Section 2.2. evidencing  Borrower's request for a
borrowing of Revolving Loans.

         "Notice of Continuation"  means a notice in the form of Exhibit D to be
delivered to Agent pursuant to Section 2.4.  evidencing  Borrower's  request for
the Continuation of a borrowing of Revolving Loans.

         "Notice  of  Conversion"  means a notice in the form of Exhibit E to be
delivered to Agent pursuant to Section 2.5.  evidencing  Borrower's  request for
the Conversion of a borrowing of Revolving Loans.

         "Notice of Swingline Borrowing" means a notice in the form of Exhibit F
to be delivered  to Swingline  Lender  pursuant to Section  2.14.(b)  evidencing
Borrower's request for a Swingline Loan.

         "Obligations" means, individually and collectively:  (a) all Loans; (b)
any and all renewals and  extensions  of any of the  foregoing and (c) all other
indebtedness,  liabilities,  obligations, covenants and duties of Borrower owing
to Agent, any Lender or Swingline Lender of every kind,  nature and description,
under or in  respect  of this  Agreement  or any of the  other  Loan  Documents,
whether direct or indirect,  absolute or contingent, due or not due, contractual
or tortious,  liquidated  or  unliquidated,  and whether or not evidenced by any
promissory note.

         "Organizational  Documents"  means with  respect to a Person and to the
extent  applicable,  such  Person's  articles  of  incorporation,   articles  of
organization,  partnership  agreement,  bylaws  or  other  similar  organization
documents.

         "PBGC" means the Pension  Benefit  Guaranty  Corporation  or any entity
succeeding to any or all of its functions under ERISA.

         "Permitted  Liens" means (a) pledges or deposits made to secure payment
of worker's  compensation  (or to  participate  in any fund in  connection  with
worker's compensation  insurance),  unemployment  insurance,  pensions or social
security  programs,   (b)  encumbrances




                                      -13-


<PAGE>


consisting of zoning restrictions,  easements,  or other restrictions on the use
of real property,  provided that such items do not materially  impair the use of
such  property  for the  purposes  intended and none of which is violated in any
material  respect by existing or proposed  structures or land use, (c) Liens for
taxes not yet due and  payable,  (d) Liens  imposed by mandatory  provisions  of
Applicable Law such as for materialmen's,  mechanic's,  warehousemen's and other
like Liens  arising in the  ordinary  course of  business,  securing  payment of
Indebtedness  the  payment  of  which  is not yet  due,  (e)  Liens  for  taxes,
assessments and governmental  charges or assessments that are being contested in
good  faith by  appropriate  proceedings  diligently  conducted,  and for  which
reserves,  if any, required under generally accepted accounting  principles have
been  provided,  (f)  Liens  expressly  permitted  under  the  terms of the Loan
Documents, and (g) any extension, renewal or replacement of the foregoing to the
extent  such  Lien as so  extended,  renewed  or  replaced  would  otherwise  be
permitted hereunder.

         "Person" means an individual, a corporation,  a partnership,  a limited
liability company, an association,  a trust or any other entity or organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

         "Plan"  means at any time an  employee  pension  benefit  plan which is
covered by Title IV of ERISA or subject to the minimum  funding  standards under
Section 412 of the Internal Revenue Code.

         "Pro Rata Share"  means,  with  respect to any Lender,  the  percentage
obtained  by  dividing  (a) the amount of such  Lender's  Commitment  by (b) the
aggregate  amount of Commitments of all Lenders,  or, if the  Commitments  shall
have been terminated or reduced to zero, the percentage obtained by dividing (i)
the amount of such Lender's Commitment  immediately prior to such termination or
reduction by (ii) the aggregate amount of all Commitments  immediately  prior to
such termination or reduction.

         "Public  Subsidiary"  means  any  Subsidiary  whose  Securities  having
ordinary  voting  power to elect  members  of the  board of  directors  or other
persons  performing similar functions are listed on the New York Stock Exchange,
American Stock Exchange or some other principal national  securities exchange or
have price  quotations in the  over-the-counter  market reported by the National
Association of Securities Dealers Automated Quotation System.

         "Qualifying Security" means, at any time of determination, any Security
(1) which is common stock,  beneficial  interest in a trust,  or the  equivalent
thereof,  (2) which is owned by, and  registered  in the name of,  Borrower or a
Guarantor  and (3) which at such  time  meets  all of the  following  conditions
(which compliance Agent shall have the right to confirm):

         (a) such Security is not subject to any Lien other than Liens of the
types described in clauses (c) through (e) of the definition of Permitted Liens;

         (b) all  representations  and  warranties of Borrower in this Agreement
and the other Loan Documents relating in any way to such Security (or the Issuer
thereof)  are true in all  material  respects  (except  to the  extent  (i) such
representations  or  warranties  specifically  relate to




                                      -14-


<PAGE>


an earlier date or (ii) such  representations  or  warranties  become  untrue by
reason of events or conditions  otherwise permitted hereunder and the other Loan
Documents);

         (c) the Issuer of such Security (i) is a REIT;  (ii) has filed with its
most  recently  filed (or has  announced its intention to file with its initial)
federal income tax return an election to be a REIT or has made such election for
a previous  taxable year, and such election has not been  terminated or revoked;
(iii)  is  a  Real  Estate  Company   (including  any  organized  as  a  societe
d'investissement  a capital  fixe,  a 1929  holding  company,  or other  similar
entity);or (iv) is a fund registered  under the Investment  Company Act of 1940,
which has net assets of at least  $15,000,000  and whose assets  consist only of
Securities  of the types  described  in the  immediately  preceding  clauses (i)
through (iii) and temporary investments in cash or cash equivalents;

         (d) either (a) the Issuer of such Security is Investment  Grade, or (b)
the  ratio of (i) such  Issuer's  Indebtedness  to (ii) its Net  Worth  plus the
amount  of  accumulated  depreciation  of  such  Issuer,  determined  as of such
Issuer's  fiscal quarter most recently  ending and in accordance  with generally
accepted  accounting  principles  (or other method of  accounting  acceptable to
Agent), does not exceed 1.0 to 1.0; and

         (e) no event or condition exists which permits any holder or holders of
Indebtedness  of such  Issuer,  any  trustee  or agent  acting on behalf of such
holder or holders or any other Person,  to  accelerate  the maturity of any such
Indebtedness  and such Person  shall not have waived its right to so  accelerate
with respect to such event.

         "Rating  Agency"  means  S&P,  Moody's,  Fitch or any other  nationally
recognized  securities  rating agency selected by Borrower and acceptable to the
Majority Lenders.

         "Real  Estate  Company"  means any Person (a) engaged  primarily in the
business of owning,  acquiring,  developing,  selling, leasing or operating real
property  and  related  assets or (b) who owns,  directly or  indirectly,  other
Persons engaged in the type of business  described in the immediately  preceding
clause (a).

         "Reduced Rate" has the meaning given that term in Section 3.10.

         "Regulations  T, U and X" means  Regulations T, U and X of the Board of
Governors of the Federal Reserve System, as in effect from time to time.

         "Regulatory  Change"  means,  with  respect to any  Lender,  any change
effective  after  the  Agreement  Date in  Applicable  Law  (including,  without
limitation,  Regulation  D of the  Board of  Governors  of the  Federal  Reserve
System)  or the  adoption  or  making  after  such  date of any  interpretation,
directive or request applying to a class of banks,  including such Lender, of or
under any  Applicable Law (whether or not having the force of law and whether or
not failure to comply therewith would be unlawful) by any Governmental Authority
or monetary authority charged with the interpretation or administration  thereof
or  compliance  by any Lender with any request or  directive  regarding  capital
adequacy.




                                      -15-


<PAGE>


         "REIT"  means a  Person  qualifying  for  treatment  as a "real  estate
investment trust" under the Internal Revenue Code.

         "Related Company" means any of Borrower,  any Guarantor or any of their
respective Subsidiaries.

         "Restricted  Payment" means (a) cash payment or other  distributions of
property on, or in respect of, any class of stock of, or other  equity  interest
in, a Person,  or other payments or transfers of property made in respect of the
redemption,  repurchase or acquisition of such stock or equity  interest,  other
than any  distribution  or other payment payable solely in capital stock of such
Person and (b) any prepayment of principal of, premium,  if any, or interest on,
redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund
or similar  payment with respect to, any  Indebtedness of Borrower or any of its
Subsidiaries that is subordinated in right of payment to the Loans and the other
Obligations,  other than,  so long as no Default or Event of Default  shall have
occurred and be continuing or would arise therefrom, any redemption,  repurchase
or other  acquisition  or retirement of any such  Indebtedness  made by exchange
for, or out of the net cash proceeds of, a  substantially  concurrent  issue and
sale of (i) capital stock (other than any capital stock to the extent that is or
upon the  happening  of an event or  passage of time  would be,  required  to be
redeemed  prior to the  Termination  Date or is  redeemable at the option of the
holder  thereof at any time prior to such maturity,  or is  convertible  into or
exchangeable for debt securities at any time prior to such maturity) of Borrower
to any Person (other than to a Subsidiary) or (ii)  Indebtedness  of Borrower so
long as  such  Indebtedness  (1) is  subordinated  to the  Loans  and the  other
Obligations  at least to the same  extent as the  subordinated  Indebtedness  so
redeemed,  repurchased,  retired  or  acquired  and (2)  does  not have a stated
maturity earlier than the stated maturity for the  Indebtedness  being redeemed,
repurchased or otherwise acquired or retired.

         "Revolving  Credit  Termination Date" means the earlier to occur of (a)
April 6,  2002,  or such  later  date to which  such  date  may be  extended  in
accordance  with Section 2.10. or (b) the date on which the Revolving  Loans are
converted into Term Loans pursuant to Section 2.11.

         "Revolving  Loan"  means a loan  made by a  Lender  to  Borrower  under
Section 2.1.

         "Revolving Note" means a promissory note executed by Borrower,  payable
to the order of a Lender,  in a maximum  principal amount equal to such Lender's
Commitment and substantially in the form of Exhibit G.

         "S&P" means  Standard & Poor's Rating Group,  a division of McGraw-Hill
Companies, Inc.

         "Securities Act" means the Securities Act of 1933, as amended,  and all
rules and regulations issued pursuant thereto.

         "Security"  has the meaning given that term in Article 8 of the UCC and
shall in any event  include  capital  stock,  shares (as defined in Md.  Corps &
Ass'ns Code Ann.  ss.8-101(c)),  beneficial  interest in real estate  investment
trusts or other trusts, and other similar equity interests.




                                      -16-


<PAGE>


         "Service  Subsidiary"  means a  Subsidiary  of Borrower  that  provides
services  for a fee  and  which  Subsidiary  is  material  to  the  consolidated
financial condition of Borrower.

         "Shareholders' Equity" means, at any date with respect to a Person, the
Tangible Net Worth of such Person less, to the extent not otherwise  deducted in
the  determination  thereof,  the aggregate amount of Contingent  Obligations of
such Person, all determined as of such date.

         "Strategic  Investee" means,  with respect to the Borrower,  any Person
(other  than any  Guarantor  or any of the  Service  Subsidiaries)  of which the
Borrower  initially  owns,  directly  or  indirectly,   more  than  25%  of  the
outstanding securities or other ownership interests having ordinary voting power
to elect a majority of the board of  directors or other  individuals  performing
similar  functions.  As of the Effective Date, the only Strategic  Investees are
Archstone Communities Trust, BelmontCorp,  CarrAmerica Realty Corp., City Center
Retail Trust, CWS Communities Trust,  Homestead,  ProLogis Trust, Regency Realty
Corporation,  Storage USA, Inc. and Urban Growth Property Trust. If Urban Growth
Property Trust and Interparking Incorporated merge or otherwise combine pursuant
to a  transaction  not  otherwise  prohibited  by  this  Agreement,  the  entity
resulting  from such  merger or  combination  shall be deemed to be a  Strategic
Investee.

         "Subsidiary"  means any Person of which  securities or other  ownership
interests  having  ordinary  voting  power to elect a  majority  of the board of
directors  or  other  persons  performing  similar  functions,  are at the  time
directly or indirectly owned by another Person,  or by one or more  Subsidiaries
of such other  Person or by such other  Person and one or more  Subsidiaries  of
such other Person.

         "Supermajority  Lenders" means, as of any date,  Lenders whose combined
Pro Rata Shares equal or exceed 66-2/3%.

         "Swingline  Commitment"  means  Swingline  Lender's  obligation to make
Swingline Loans pursuant to Section 2.14. in an amount up to, but not exceeding,
$50,000,000,  as such amount may be reduced from time to time in accordance with
the terms hereof.

         "Swingline Lender" means Wells Fargo.

         "Swingline  Loan"  means a loan made by  Swingline  Lender to  Borrower
pursuant to Section 2.14.(a).

         "Swingline  Note" means the promissory note of Borrower  payable to the
order of  Swingline  Lender in a  principal  amount  equal to the  amount of the
Swingline  Commitment  as originally  in effect and  otherwise  duly  completed,
substantially in the form of Exhibit H.

         "Swingline  Termination  Date" means the date which is 10 Business Days
prior to the Revolving Credit Termination Date.

         "Tangible Net Worth" means,  with respect to a Person,  at any date the
Net Worth of such Person less its Intangible  Assets,  all determined as of such
date in accordance with generally accepted accounting principles.




                                      -17-


<PAGE>


         "Term Loan" has the meaning given that term in Section 2.11.

         "Term Loan  Agreement"  means that certain Term Loan Agreement dated as
of the date hereof by and among the Borrower,  the financial  institutions  from
time to time party thereto as "Lenders",  the Documentation  Agent,  Commerzbank
AG, New York and Grand  Cayman  Branch,  as  Co-Documentation  Agent,  The Chase
Manhattan Bank, as Syndication  Agent, Chase Securities Inc. and Wells Fargo, as
Co-Lead  Arrangers and Joint-Book  Managers,  and Wells Fargo, as Administrative
Agent.

         "Termination  Date"  means  April  6 in the  year  two  calendar  years
immediately  following the year in which the Revolving  Loans are converted into
Term Loans.

         "Total  Liabilities" means, as to any Person, at a particular date, all
liabilities  which would,  in  conformity  with  generally  accepted  accounting
principles,  be properly  classified as a liability on the balance sheet of such
Person as at such date, and in any event shall (a) include (without duplication)
(i) Indebtedness of such Person, (ii) all Contingent Obligations of such Person,
(iii)  liabilities  of any  Affiliate of such Person that is not a  Consolidated
Subsidiary of such Person,  which  liabilities  such Person has Guaranteed or is
otherwise  obligated on a recourse  basis,  (iv) such Person's  ownership  share
(based on the greater of such Person's  nominal  ownership  interest or economic
interest  in  such  Affiliate)  of the  Nonrecourse  Indebtedness  of  any  such
Affiliate,  and (v) all purchase obligations,  repurchase  obligations,  forward
commitments (including forward commitments to purchase equity interests, to make
investments or to make loans) and any other unfunded obligations of such Person;
and (b) not include (i) any accounts payable owing to a trade creditor and which
is not  evidenced  by any  instrument  and  any  accounts  payable  representing
deferred compensation, (ii) accrued expenses, (iii) deferred taxes on unrealized
gains,  (iv)  declared but unpaid  dividends and (v) in the case of the Borrower
and its Subsidiaries,  Indebtedness or other liabilities of Strategic  Investees
or Capital Management Entities.

         "Traded  Security"  means  a  Security  meeting  all of  the  following
criteria:  (a) such  Security  (i) is  listed  on the New York  Stock  Exchange,
American Stock Exchange or some other principal national  securities exchange in
the United States of America;  (ii) has price quotations in the over-the-counter
market  reported by the National  Association  of Securities  Dealers  Automated
Quotation  System  or (iii)  is  listed  on the  principal  national  securities
exchange in Luxembourg, the Netherlands,  the United Kingdom of Great Britain or
other European country acceptable to the Co-Lead Arrangers; (b) such Security is
not subject to any instrument,  document or agreement which in any way prohibits
the sale of such Security for any specified  period of time or otherwise  (other
than (i) any agreement in existence on the date hereof among the equity  holders
of the Issuer of such Security, or any provision in existence on the date hereof
in the  Organizational  Documents of such Issuer,  which  agreement or provision
restricts the resale of such Issuer's Securities,  as the same may be amended or
otherwise modified with the prior written consent of Majority Lenders,  and (ii)
any agreement between Borrower or a Guarantor and an underwriter entered into in
connection  with an offering by such  underwriter of Securities of the Issuer of
such Security,  in which agreement Borrower agrees not to sell such Security for
a period ending no later than 180 days after such  offering);  and (c) the offer
and sale of such




                                      -18-


<PAGE>


Security by Borrower would not be subject to any  registration  requirements  or
other  restrictions  under the Securities Act or other Applicable Law other than
(i) volume  limitations  imposed under Rule 144(e) of the  Securities  Act, (ii)
restrictions  on the manner of resale  imposed  under Rule 144(f) and (g) of the
Securities Act, (iii)  restrictions under Regulation 144A or S of the Securities
and Exchange  Commission  and (iv) other  restrictions  related to the timing of
offers and sales consented to by the Majority Lenders in writing.

         "Type"  with  respect to any  Revolving  Loan or Term  Loan,  refers to
whether such Loan is a LIBOR Loan or a Base Rate Loan.

         "Unencumbered  Pool  Certificate"  means a report  substantially in the
form of Exhibit I certified by an Authorized Representative of Borrower, setting
forth a detailed  calculation of the  Unencumbered  Pool Value and including the
Market Value of the Qualifying  Securities,  the identity of each Issuer of such
Qualifying  Securities,  and reasonably detailed calculations  establishing that
the applicable Issuers meet the applicable requirements contained in clauses (a)
and (b) of the definition of Unencumbered Pool Value.

         "Unencumbered Pool Securities" means those Qualifying  Securities that,
pursuant  to  Section  2.12.,  are  to be  included  in  determinations  of  the
Unencumbered  Pool Value.  If at any time an  Unencumbered  Pool Security  shall
cease to be a  Qualifying  Security,  then it shall cease to be an  Unencumbered
Pool Security.

         "Unencumbered  Pool  Value"  means,  at any given time,  the  aggregate
Market Value of all Unencumbered Pool Securities at such time subject,  however,
to the following  limitations:  (a) at least 80% of the Unencumbered  Pool Value
shall be  attributable  to Traded  Securities  issued by Approved  Issuers  each
having a Cash Flow to Interest Ratio for the period of four  consecutive  fiscal
quarters  most  recently  ending  of  not  less  than  1.5  to  1.0,  (b) of the
Unencumbered  Pool Value  attributable  to such  Securities  referred  to in the
immediately  preceding  clause  (a),  no more  than 40% of such  value  shall be
attributable  to  Securities  issued  by  any  one  Approved  Issuer,   (c)  the
Unencumbered Pool Securities must be comprised of Securities issued by 5 or more
Issuers, and (d) the Unencumbered Pool Securities referred to in the immediately
preceding  clause  (a) must be  comprised  of  Securities  issued  by at least 3
Issuers that are  Investment  Grade.  The amount of the  obligation  to purchase
Securities that are the subject of purchase obligations, repurchase obligations,
forward  commitments  and other  unfunded  obligations  of the  Borrower  or any
Guarantor, shall be included when determining the Unencumbered Pool Value to the
extent that the amount of such  purchase  obligations,  repurchase  obligations,
forward  commitments  and other unfunded  obligations  are included in Unsecured
Liabilities.  For purposes of this  definition,  the Market Value of  Securities
that are  subject  to  purchase  obligations,  repurchase  obligations,  forward
commitments  and other  unfunded  obligations  of the Borrower or any  Guarantor
shall not be less than the amount of these obligations.  From and after the date
10 Business Days following the Effective  Date, the  Unencumbered  Pool Value of
all Unencumbered  Pool Securities owned by any Guarantor  identified on Schedule
1.1.  shall equal $0 unless  prior to such 10th  Business  Day the  Borrower has
delivered to the Agent the items referred to in Sections  5.1.(d),  (e), and (k)
through (n) with respect to such Guarantor.




                                      -19-


<PAGE>


         "Unsecured Liabilities" means, as to any Person as of a given date, all
liabilities  which would,  in  conformity  with  generally  accepted  accounting
principles,  be properly  classified as a liability on the consolidated  balance
sheet  of such  Person  that  are not  secured  in any  manner  by a Lien in any
property,  and shall in any event include  (without  duplication) the following:
(a) all unsecured  Indebtedness  of such Person;  (b) all purchase  obligations,
repurchase  obligations,  forward commitments and unfunded obligations;  (c) all
accounts payable of such Person;  (d) all Guarantees by such Person of Unsecured
Liabilities of other Persons and (e) unsecured subordinated debt.

         "U.S. Realty" means Security Capital U.S. Realty, a societe
d'investissement  a capital  fixe  formed  under the laws of the Grand  Duchy of
Luxembourg, and its successors.

         "U.S. Realty Acquisition" means the acquisition by SC Realty
Incorporated  of all of the issued and  outstanding  shares of common  stock and
other equity  interests of Security  Capital Holdings S.A. owned by U.S. Realty,
together with any related  transactions,  all as contemplated by the U.S. Realty
Acquisition Agreement.

         "U.S. Realty Acquisition Agreement" means that certain Transaction
Agreement  dated as of  September  26,  2000 by and  among  Borrower,  SC Realty
Incorporated and U.S. Realty.

         "Wells  Fargo" means Wells Fargo Bank,  National  Association,  and its
successors and permitted assigns.

         SECTION 1.2.  Accounting Terms and Determinations; Time References.

         Unless  otherwise  specified  herein,  all accounting terms used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial statements required to be delivered hereunder shall be prepared in
accordance with generally accepted accounting  principles as in effect from time
to time,  applied on a basis  consistent  (except  for changes  concurred  in by
Borrower's   independent  public  accountants)  with  the  most  recent  audited
financial  statements  of Borrower  delivered  to  Lenders;  provided  that,  if
Borrower  notifies  Agent that Borrower  wishes to amend any covenant in Section
7.7.  or  7.14.(a)  hereof to  eliminate  the effect of any change in  generally
accepted  accounting  principles  on the operation of such covenant (or if Agent
notifies  Borrower that the Majority  Lenders wish to amend any such Section for
such  purpose),  then the  compliance by Borrower  with such  covenant  shall be
determined on the basis of generally  accepted  accounting  principles in effect
immediately  before  the  relevant  change  in  generally  accepted   accounting
principles  became  effective,  until  either such notice is  withdrawn  or such
covenant  is amended  in a manner  satisfactory  to  Borrower  and the  Majority
Lenders.  When  calculating  (i) an  Issuer's  Cash Flow to  Interest  Ratio for
purposes of the definition of Unencumbered  Pool Value and for Section 2.12. and
(ii) the ratio of an  Issuer's  Indebtedness  to its Net Worth plus  accumulated
depreciation for purposes of clause (d) of the definition of Qualifying Security
and for Section 2.12, the financial statements of such Issuer for a given fiscal
quarter  may be used up to and  including  the date 65 days after the end of the
immediately following fiscal quarter of such Issuer. Unless otherwise indicated,
all references to time are references to San Francisco, California time.




                                      -20-


<PAGE>


         SECTION 1.3.  Subsidiaries.

         Unless   explicitly   set  forth  to  the  contrary,   a  reference  to
"Subsidiary"  shall  mean  a  Subsidiary  of  Borrower  and  a  reference  to an
"Affiliate" shall mean a reference to an Affiliate of Borrower.

         SECTION 1.4.  Interpretation Generally.

         References in this Agreement to "Sections",  "Articles", "Exhibits" and
"Schedules" are to sections,  articles, exhibits and schedules herein and hereto
unless  otherwise  indicated.  references  in this  Agreement  or any other Loan
Document  to any  document,  instrument  or  agreement  (a)  shall  include  all
exhibits, schedules and other attachments thereto, as updated from time to time,
(b) shall include all documents, instruments or agreements issued or executed in
replacement thereof, and (c) shall mean such document,  instrument or agreement,
or replacement or predecessor thereto, as amended, modified or supplemented from
time to time in  accordance  with its terms  and in  effect  at any given  time.
References  to a Person shall include the  permitted  successors  and assigns of
such Person. Terms not otherwise defined herein and which are defined in the UCC
are used herein with the  respective  meanings  given them in the UCC.  Wherever
from the context it appears appropriate, each term stated in either the singular
or plural  shall  include the singular  and plural,  and pronouns  stated in the
masculine,  feminine or neuter gender shall include the masculine,  the feminine
and the neuter.

                           ARTICLE II. CREDIT FACILITY

         SECTION 2.1.  Making of Revolving Loans.

         Subject  to the  terms  and  conditions  set  forth in this  Agreement,
including,  without  limitation,  Section 2.15., each Lender severally agrees to
make  Revolving  Loans to  Borrower  during the period  from and  including  the
Effective  Date to but excluding the Revolving  Credit  Termination  Date, in an
aggregate  principal  amount  not to  exceed  the  lesser  of (a) such  Lender's
Commitment  and (b) such Lender's Pro Rata Share of the  Available  Loan Amount.
Each borrowing of Revolving Loans  hereunder shall be in an aggregate  principal
amount of $1,000,000 and integral multiples of $500,000 in excess of that amount
(except  that any such  borrowing  of  Revolving  Loans may be in the  aggregate
amount of the unused  Commitments).  Notwithstanding any other provision of this
Agreement  or any  other  Loan  Document,  no  Revolving  Loan  shall be made to
Borrower if Agent determines that the making of such Revolving Loan would result
in a violation  of the margin  requirements  of  Regulation U as specified in 12
C.F.R.  ss.  221.3(a)(1)  (or any  successor  regulation).  Within the foregoing
limits and subject to the other terms of this  Agreement,  Borrower  may borrow,
repay and reborrow  Revolving  Loans.  To avoid the  repayment of the  Revolving
Loans (as defined in the Existing Credit Agreement)  during applicable  existing
interest periods,  Borrower and Lenders agree that as of the Effective Date such
loans shall be deemed to be Revolving Loans  outstanding  hereunder being of the
same Types and, notwithstanding anything in the definition of the term "Interest
Period"  herein to the contrary,  having  initial  Interest  Periods of duration
equal to the  respective  interest  periods of such loans.  As of the  Effective
Date,  such Revolving  Loans shall be allocated among Lenders in accordance with
their  respective Pro Rata Shares,  and each Lender




                                      -21-


<PAGE>


agrees to make such  payments to the other  Lenders and any Person who ceased to
be a "Lender"  under the Existing  Credit  Agreement  upon the Effective Date in
such amounts as are necessary to effect such allocation. All such payments shall
be made to Agent for the account of the Person to be paid and shall be made on a
net basis.

         SECTION 2.2.  Requests for Revolving Loans.

         Not later than 9:00 a.m. at least one Business Day prior to a borrowing
of Base Rate Loans and not later than 10:00 a.m.  at least three  Business  Days
prior to a borrowing of LIBOR Loans, Borrower shall deliver to Agent a Notice of
Borrowing. Each Notice of Borrowing shall specify the aggregate principal amount
of  Revolving  Loans to be  borrowed,  the date such  Revolving  Loans are to be
borrowed  (which  must  be a  Business  Day),  the use of the  proceeds  of such
Revolving Loans, the Type of the requested Revolving Loans and if such Revolving
Loan is to be a LIBOR Loan, the initial Interest Period for such Revolving Loan.
Each  Notice  of  Borrowing  shall be  irrevocable  once  given and  binding  on
Borrower.  Prior to  delivering  a Notice of  Borrowing,  Borrower  may (without
specifying  whether a  Revolving  Loan will be a Base Rate Loan or a LIBOR Loan)
request that Agent provide  Borrower with the most recent LIBO Rate available to
Agent.  Agent shall  provide  such quoted rate to Borrower and to Lenders on the
date of such request or as soon as possible thereafter.

         SECTION 2.3.  Funding.

         (a) Promptly after receipt of a Notice of Borrowing under Section 2.2.,
Agent shall  notify each Lender by telex or telecopy,  or other  similar form of
transmission  of the  proposed  borrowing.  No later than 9:00 a.m.  on the date
specified in the Notice of  Borrowing,  each Lender will make  available for the
account of its applicable  Lending Office to Agent at Agent's Lending Office, in
immediately  available  funds,  the proceeds of the Revolving Loan to be made by
such Lender.  Upon  fulfillment of all  applicable  conditions set forth herein,
Agent shall make available to Borrower at Agent's Lending Office, not later than
11:00 a.m. on the date of the  requested  Revolving  Loan,  the proceeds of such
Revolving  Loans  received  by Agent.  The  failure of any Lender to deposit the
amount  described  above with Agent shall not  relieve  any other  Lender of its
obligations hereunder to make a Revolving Loan.

         (b) With  respect to  Revolving  Loans to be made  after the  Effective
Date, unless Agent shall have been notified by any Lender prior to the specified
date of  borrowing  that such Lender does not intend to make  available to Agent
the Revolving Loan to be made by such Lender on such date, Agent may assume that
such Lender will make the proceeds of such  Revolving Loan available to Agent on
the date of the requested  borrowing as set forth in the Notice of Borrowing and
Agent may (but shall not be  obligated  to), in reliance  upon such  assumption,
make  available to Borrower the amount of such  Revolving Loan to be provided by
such Lender.

         SECTION 2.4.  Continuation.

         So long as no Event of Default shall have  occurred and be  continuing,
Borrower  may on any  Business  Day,  with  respect to any LIBOR Loan,  elect to
maintain  such LIBOR Loan or any




                                      -22-


<PAGE>


portion  thereof as a LIBOR Loan by  selecting  a new  Interest  Period for such
LIBOR Loan.  Each new Interest Period selected under this Section shall commence
on the last day of the immediately  preceding Interest Period. Each selection of
a new  Interest  Period  shall  be made by  Borrower's  giving  of a  Notice  of
Continuation  not later than 12:00 noon on the third  Business  Day prior to the
date of any such Continuation by Borrower to Agent.  Promptly after receipt of a
Notice of Continuation,  Agent shall notify each Lender by telex or telecopy, or
other similar form of transmission of the proposed Continuation.  Such notice by
Borrower  of a  Continuation  shall  be  by  telephone  or  telecopy,  confirmed
immediately in writing if by telephone, in the form of a Notice of Continuation,
specifying  (a) the date of such  Continuation,  (b) the LIBOR Loan and  portion
thereof  subject  to such  Continuation  and (c) the  duration  of the  selected
Interest Period,  all of which shall be specified in such manner as is necessary
to comply with all limitations on Loans  outstanding  hereunder.  Each Notice of
Continuation  shall be  irrevocable  by and binding on Borrower  once given.  If
Borrower  shall fail to select in a timely manner a new Interest  Period for any
LIBOR Loan in accordance with this Section, such Loan will automatically, on the
last day of the current Interest Period therefore, Convert into a Base Rate Loan
notwithstanding failure of Borrower to comply with Section 2.5.

         SECTION 2.5.  Conversion.

         So long as no Event of Default shall have  occurred and be  continuing,
Borrower  may on any  Business  Day,  upon  Borrower's  giving  of a  Notice  of
Conversion to Agent,  Convert the entire amount of all or a portion of a Loan of
one Type into a Loan of  another  Type.  Promptly  after  receipt of a Notice of
Conversion,  Agent  shall  notify  each  Lender by telex or  telecopy,  or other
similar form of  transmission  of the proposed  Conversion.  Any Conversion of a
LIBOR  Loan into a Base Rate Loan shall be made on, and only on, the last day of
an Interest Period for such LIBOR Loan. Each such Notice of Conversion  shall be
given not later  than 12:00  noon on the  Business  Day prior to the date of any
proposed  Conversion into Base Rate Loans and on the third Business Day prior to
the  date  of  any  proposed  Conversion  into  LIBOR  Loans.   Subject  to  the
restrictions specified above, each Notice of Conversion shall be by telephone or
telecopy  confirmed  immediately  in  writing if by  telephone  in the form of a
Notice of Conversion  specifying (a) the requested date of such Conversion,  (b)
the Type of Loan to be  Converted,  (c) the  portion  of such Type of Loan to be
Converted,  (d) the Type of Loan  such Loan is to be  Converted  into and (e) if
such  Conversion is into a LIBOR Loan,  the  requested  duration of the Interest
Period of such Loan.  Each  Notice of  Conversion  shall be  irrevocable  by and
binding on Borrower once given. Each Conversion from a Base Rate Loan to a LIBOR
Loan shall be in an  aggregate  amount for the Loans of all  Lenders of not less
than $1,000,000 or integral multiples of $500,000 in excess of that amount.

         SECTION 2.6.  Interest Rate.

         (a) All Loans.  The unpaid  principal of each Base Rate Loan shall bear
interest  from the date of the making of such Loan to but not including the date
of  repayment  thereof at a rate per annum equal to the Base Rate in effect from
day to day plus the Applicable  Margin for Base Rate Loans. The unpaid principal
of each LIBOR Loan shall bear  interest from the date of the



                                      -23-


<PAGE>


making of such Loan to but not including the date of repayment thereof at a rate
per annum equal to the LIBO Rate plus the Applicable Margin for LIBOR Loans.

         (b)  Default  Rate.  All  past-due  principal  of,  and to  the  extent
permitted by Applicable  Law,  interest on, the Loans shall bear interest  until
paid at the Base Rate from time to time in effect plus two percent (2%).

         SECTION 2.7.  Number of Interest Periods.

         Anything herein to the contrary  notwithstanding,  there may be no more
than 12 different Interest Periods outstanding at the same time.

         SECTION 2.8.  Repayment of Loans.

         (a) Payment of Interest.  All accrued and unpaid interest on the unpaid
principal  amount of each Loan  shall be payable  (i)  monthly in arrears on the
first day of each month, commencing with the first full calendar month occurring
after the Effective Date, (ii) on the Revolving Credit  Termination  Date, (iii)
on the Termination  Date and (iv) on any date on which the principal  balance of
such Loan is due and payable in full.

         (b) Payment of Principal of Revolving Loans.  Subject to Section 2.11.,
the aggregate outstanding principal balance of all Revolving Loans shall be due
and payable in full on the Revolving Credit Termination Date.

         (c)  Payment of  Principal  of Term  Loans.  Borrower  shall  repay the
principal balance of the Term Loans in consecutive quarterly installments due on
the last day of each July,  October,  January and April  following the Revolving
Credit  Termination  Date until the Term Loans have been paid in full. Each such
installment  shall be in an  amount  equal to  12.5%  of the  initial  aggregate
principal balance of the Term Loans.  Notwithstanding the foregoing,  the entire
outstanding principal balance of all Term Loans shall be due and payable in full
on the Termination Date.

         (d)  Optional  Prepayments.  Borrower  may,  upon at least one Business
Day's prior notice to Agent,  prepay any Revolving Loan or Term Loan in whole at
any  time,  or from  time to time in part in an  amount  equal  to  $500,000  or
integral  multiples  of $100,000  in excess of that  amount.  If Borrower  shall
prepay  the  principal  of any LIBOR Loan on any date other than the last day of
the Interest Period applicable thereto,  Borrower shall pay the amounts, if any,
due under Section 4.4.

         (e)  Mandatory  Prepayments.  If at any  time the  aggregate  principal
amount of all outstanding Revolving Loans, together with the aggregate principal
amount of all outstanding  Swingline Loans,  exceeds the aggregate amount of the
Commitments  in effect at such time,  Borrower shall promptly upon demand pay to
Agent for the accounts of the Lenders the amount of such excess.  If at any time
the aggregate  outstanding principal balance of Loans exceeds the Available Loan
Amount,  then  Borrower  shall,  within 10 Business  Days of Borrower  obtaining
actual  knowledge of the occurrence of such excess,  eliminate  such excess.  If
such  excess is not




                                      -24-


<PAGE>


eliminated  within such 10  Business  Day  period,  then the entire  outstanding
principal balance of all Loans shall be immediately due and payable in full.

         (f) General Provisions as to Payments.  Except to the extent otherwise
provided  herein,  all payments of  principal,  interest and other amounts to be
made by  Borrower  under this  Agreement,  the Notes or any other Loan  Document
shall be made in  Dollars,  in  immediately  available  funds,  without  setoff,
deduction or counterclaim,  to Agent at its Lending Office, not later than 11:00
a.m. on the date on which such payment  shall become due (each such payment made
after  such  time on such due date to be  deemed  to have  been made on the next
succeeding  Business  Day). The parties agree that if Borrower makes any payment
due hereunder  after 11:00 a.m. but before 5:00 p.m. on the date such payment is
due, such late payment shall not constitute a Default under Section  8.1.(a) but
shall  nevertheless  for all other  purposes,  including but not limited to, the
calculation of interest,  be deemed to have been paid as of the next  succeeding
Business Day as provided in the parenthetical  phrase of the preceding sentence.
Each payment  received by Agent for the account of a Lender under this Agreement
or any Note  shall  be paid to such  Lender,  by wire  transfer  of  immediately
available  funds in  accordance  with the wiring  instructions  provided by such
Lender  to Agent  from  time to time,  for the  account  of such  Lender  at the
applicable Lending Office of such Lender. Each payment received by Agent for the
account of Swingline  Lender under this Agreement or the Swingline Note shall be
paid to Swingline  Lender by wire  transfer of  immediately  available  funds in
accordance  with the wiring  instructions  provided by  Swingline  Lender to the
Agent from time to time.  In the event Agent  fails to pay such  amounts to such
Lender or  Swingline  Lender,  as the case may be,  within one  Business  Day of
receipt by Agent,  Agent  shall pay  interest on such amount at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  If the due date of
any payment under this Agreement or any other Loan Document would otherwise fall
on a day which is not a  Business  Day such date shall be  extended  to the next
succeeding  Business  Day and  interest  shall be payable for the period of such
extension.

         SECTION 2.9.  Voluntary Reductions of the Commitments.

         Borrower may  terminate or reduce the  aggregate  unused  amount of the
Commitments (for which purpose use of the Commitments shall be deemed to include
the aggregate  principal amount of all outstanding  Swingline Loans) at any time
and from time to time  without  penalty  or  premium  upon not less  than  three
Business Days prior notice to Agent of each such termination or reduction, which
notice  shall  specify  the  effective  date  thereof and the amount of any such
reduction (which in the case of any partial  reduction of the Commitments  shall
not be less than  $1,000,000  and integral  multiples of $1,000,000 in excess of
that amount) and shall be irrevocable once given and effective only upon receipt
by Agent;  provided,  however,  that if Borrower  seeks to reduce the  aggregate
amount of the Commitments below $200,000,000,  then all of the Commitments shall
be reduced to zero and except as otherwise  provided  herein,  the provisions of
this Agreement shall terminate.  The Commitments,  once reduced pursuant to this
Section,  may not be increased.  Borrower shall pay all interest and fees on the
Revolving  Loans  accrued to the date of such  reduction or  termination  of the
Commitments to Agent for the account of Lenders.  Any reduction in the aggregate
amount of the Commitments shall result in a




                                      -25-


<PAGE>


proportionate  reduction  (rounded  to the  next  lowest  integral  multiple  of
multiple of $100,000) in the Swingline Commitment.

         SECTION 2.10.  Extension of Revolving Credit Termination Date.

         (a)  Borrower  may  request  Agent and  Lenders to extend  the  current
Revolving Credit Termination Date by successive  one-year intervals by executing
and  delivering  to Agent no later than March 15 (and not before March 1) of the
year one year prior to the current Revolving Credit  Termination Date, a written
request for such extension (an "Extension Request"). Agent shall forward to each
Lender a copy of each Extension Request delivered to Agent promptly upon receipt
thereof.  Borrower  understands  that this  Section  has been  included  in this
Agreement for Borrower's convenience in requesting an extension and acknowledges
that none of Lenders nor Agent has promised (either expressly or impliedly), nor
has any  obligation or  commitment  whatsoever,  to extend the Revolving  Credit
Termination  Date at any time. If all Lenders  shall have  notified  Agent on or
prior to May 1 of the year one year prior to the  Revolving  Credit  Termination
Date that they accept such Extension  Request,  the Revolving Credit Termination
Date shall be extended for one year. If any Lender shall not have notified Agent
on or prior to such May 1 that it accepts such Extension Request,  the Revolving
Credit  Termination  Date shall not be  extended.  Agent shall  promptly  notify
Borrower whether the Extension  Request has been accepted or rejected as well as
which Lender or Lenders rejected Borrower's Extension Request (each such Lender,
a "Rejecting Lender").

         (b)  Notwithstanding the preceding  subsection (a), if Borrower
receives  notification from Agent that an Extension Request has been rejected (a
"Notice of Rejection"), and provided that the aggregate amount of Commitments of
the Rejecting Lenders does not exceed 20% of the aggregate amount of Commitments
then  outstanding,  Borrower  may elect,  with  respect  to each such  Rejecting
Lender,  by giving written  notice to Agent of any such election  within 30 days
after receipt by Borrower of a Notice of  Rejection,  to either (x) require such
Rejecting Lender to assign its respective  Commitment to an Eligible Assignee as
contemplated  in the  immediately  following  clause  (i) or (y) pay in full the
amount of Revolving Loans,  interest and fees owing to such Rejecting Lender and
terminate such Rejecting Lender's  Commitment as contemplated in the immediately
following  clause (ii).  If Borrower has made a timely  election as permitted by
the preceding sentence, then Borrower shall take either of the following actions
as specified in such election:  (i) demand that such Rejecting Lender,  and upon
such  demand  such  Rejecting  Lender  shall  promptly,  assign  its  respective
Commitment  to an  Eligible  Assignee  subject  to and in  accordance  with  the
provisions  of Section  10.8.(c)  for a purchase  price  equal to the  aggregate
principal  balance  of  Revolving  Loans  then  outstanding  and  owing  to such
Rejecting  Lender plus any accrued but unpaid  interest  thereon and accrued but
unpaid fees owing to such Rejecting Lender,  any such assignment to be completed
within 45 days after receipt by Borrower of a Notice of Rejection or (ii) within
45 days  after  receipt  by  Borrower  of a  Notice  of  Rejection,  pay to such
Rejecting  Lender  the  aggregate  principal  balance  of  Revolving  Loans then
outstanding  and owing to such  Rejecting  Lender  plus any  accrued  but unpaid
interest  thereon and accrued  but unpaid fees owing to such  Rejecting  Lender,
whereupon such Rejecting Lender's Commitment shall terminate, and such Rejecting
Lender  shall no longer  be a party  hereto  or have any  rights or  obligations
hereunder or under




                                      -26-


<PAGE>


any of the other  Loan  Documents.  Agent may (but  shall not be  obligated  to)
cooperate in  effectuating  the  replacement of any such Rejecting  Lender under
this Section,  but at no time shall Agent,  such Rejecting  Lender, or any other
Lender be obligated in any way whatsoever to initiate any such replacement or to
assist in finding an Assignee.  If all  Rejecting  Lenders have either  assigned
their  Commitments  to  other  financial  institutions  as  contemplated  by the
preceding  clause (i) or have been paid the amounts  specified in the  preceding
clause (ii), then the Borrower's  Extension Request which was initially rejected
shall be  deemed to have been  granted  and  accordingly  the  Revolving  Credit
Termination  Date shall be extended by one year,  otherwise the Revolving Credit
Termination  Date shall not be extended.  If the aggregate amount of Commitments
of the Rejecting Lenders exceeds 20% of the aggregate amount of Commitments then
outstanding, the Revolving Credit Termination Date shall not be extended.

         SECTION 2.11.  Term Loan Conversion.

         Subject  to  the  terms  and  conditions  of  this  Agreement,  if any
Extension  Request  of  Borrower  shall be  denied,  Borrower  may then elect to
convert  on  June  15  immediately   preceding  the  current   Revolving  Credit
Termination Date the aggregate principal amount of Revolving Loans then owing to
each  Lender and  outstanding  on the date of such  conversion  into a term loan
owing to such Lender (each a "Term Loan")  provided (a) Borrower has given Agent
not less than 15 days' prior  notice of  Borrower's  intention to so convert the
Revolving  Loans and (b) the  conditions  set forth in  Section  5.3.  have been
satisfied  as of the  date of such  conversion.  Upon the  effectiveness  of the
conversion of the  outstanding  principal  balance of Revolving  Loans into Term
Loans as contemplated  by this Section,  Borrower shall have no right to borrow,
and neither  Swingline  Lender nor any Lender shall have any obligation to make,
any Swingline Loans or Revolving Loans, as applicable.

         SECTION 2.12.  Inclusion of Securities in Unencumbered Pool.

         As of the Effective Date hereof,  the Securities  described in Schedule
2.12.  are the only  Unencumbered  Pool  Securities.  If Borrower  desires  that
additional  Securities become Unencumbered Pool Securities,  Borrower shall give
Agent prior written notice thereof,  such notice to set forth:  (a) the identity
of the Issuer of such  Securities;  (b) the number of such  Securities to become
Unencumbered Pool Securities; (c) whether such Securities are Traded Securities;
(d) the per share  Market  Value of such  Securities  as of the most recent date
available;  (e) if such Issuer is not  Investment  Grade,  a calculation  of the
ratio  of  such  Issuer's   Indebtedness  to  its  Net  Worth  plus  accumulated
depreciation;  (f) such Issuer's Credit Rating(s),  if any; and (g) whether such
Securities are to be subject to the  limitations of clause (a) of the definition
of  Unencumbered  Pool  Value,  and if so, a  calculation  of the  Cash  Flow to
Interest  Ratio  referred to in such clause (a). Such notice must be accompanied
by an  Unencumbered  Pool  Certificate  setting  forth on a pro forma  basis the
Unencumbered  Pool Value  assuming that such  Securities are  Unencumbered  Pool
Securities,  and if such Securities are owned by a wholly-owned  Subsidiary that
is not already a Guarantor,  the items  required to be delivered  under  Section
10.14.  Promptly upon receipt of such notice and  Unencumbered  Pool Certificate
(but in any event within 3 Business Days), Agent will forward copies of the same
to  Lenders.  So  long  as  such  Securities  are  Qualifying  Securities,  such
Securities shall become  Unencumbered Pool




                                      -27-


<PAGE>


Securities  10  Business  Days  following   Agent's   receipt  of  such  notice,
Unencumbered  Pool  Certificate and the items, if any,  required to be delivered
under Section 10.14.

         SECTION 2.13.  Notes.

         The  obligation of Borrower to repay the  Revolving  Loans and the Term
Loans shall, in addition to this Agreement, be evidenced by the Revolving Notes.

         SECTION 2.14.  Swingline Loans.

         (a)  Swingline  Loans.  Subject  to the  terms and  conditions  hereof,
including  without  limitation,  Section 2.15.,  if necessary to meet Borrower's
funding  deadline,  Swingline Lender agrees to make Swingline Loans to Borrower,
during  the  period  from the  Effective  Date to but  excluding  the  Swingline
Termination  Date, in an aggregate  principal amount at any one time outstanding
up to, but not exceeding, the amount of the Swingline Commitment. If at any time
the aggregate  principal amount of the Swingline Loans  outstanding at such time
exceeds  the  Swingline  Commitment  in  effect  at such  time,  Borrower  shall
immediately pay to Agent for the account of Swingline  Lender the amount of such
excess.  Subject to the terms and  conditions  of this  Agreement,  Borrower may
borrow,  repay and  reborrow  Swingline  Loans  hereunder.  Except as  otherwise
provided in Section 2.9., the borrowing of a Swingline Loan shall not constitute
usage of any Lender's  Commitment for purposes of calculation of the fee payable
under Section 3.1.(a) or otherwise.

         (b) Procedure for Borrowing Swingline Loans.  Borrower shall give Agent
and  Swingline  Lender  notice  pursuant  to a  Notice  of  Swingline  Borrowing
delivered to Agent and Swingline  Lender no later than 9:00 a.m. on the proposed
date of such  borrowing,  provided  that  Borrower  shall have given  telephonic
notice to Agent and  Swingline  Lender no later than 9:00 a.m.  on the  proposed
date of borrowing.  Any such telephonic  notice shall include all information to
be specified in a written  Notice of Swingline  Borrowing.  Not later than 11:00
a.m. on the date of the requested  Swingline Loan and subject to satisfaction of
the applicable conditions set forth in Article V. for such borrowing,  Swingline
Lender will make the proceeds of such  Swingline  Loan  available to Borrower in
Dollars, in immediately available funds, at the account specified by Borrower in
the Notice of Swingline Borrowing.

         (c) Interest.  Swingline  Loans shall bear interest at a per annum rate
equal to (i) the Base Rate as in effect from time to time minus (ii)  1.30%,  or
at such other rate or rates as Borrower and Swingline Lender may agree from time
to time in  writing.  Interest  payable  on  Swingline  Loans is solely  for the
account of Swingline Lender.  All accrued and unpaid interest on Swingline Loans
shall be payable on the dates and in the manner  provided in Section  2.8.  with
respect to interest on Base Rate Loans (except as Swingline  Lender and Borrower
may  otherwise  agree in writing in  connection  with any  particular  Swingline
Loan).

         (d) Swingline  Loan Amounts, Etc.  Each  Swingline Loan shall be in the
minimum amount of $500,000 and integral multiples of $100,000 in excess thereof,
or such other minimum  amounts agreed to by Swingline  Lender and Borrower.  Any
voluntary  prepayment  of a  Swingline  Loan must be in  integral  multiples  of
$100,000 or the aggregate  principal  amount of




                                      -28-


<PAGE>


all  outstanding  Swingline  Loans (or such  other  minimum  amounts  upon which
Swingline  Lender  and  Borrower  may  agree)  and in  connection  with any such
prepayment,  Borrower must give Swingline Lender prior written notice thereof no
later than 10:00 a.m. one Business Day prior to the date of such prepayment. The
Swingline  Loans  shall,  in addition to this  Agreement,  be  evidenced  by the
Swingline Note.

         (e) Repayment and Participations of Swingline Loans. Borrower agrees to
repay  each  Swingline  Loan  within  one  Business  Day of demand  therefor  by
Swingline  Lender and in any event,  within 10 Business Days after the date such
Swingline Loan was made. Notwithstanding the foregoing, Borrower shall repay the
entire outstanding  principal amount of, and all accrued but unpaid interest on,
the Swingline Loans on the Swingline  Termination  Date (or such earlier date as
Swingline  Lender  and  Borrower  may agree in  writing).  In lieu of  demanding
repayment of any outstanding Swingline Loan from Borrower, Swingline Lender may,
on behalf of Borrower (which hereby irrevocably  directs Swingline Lender to act
on its  behalf),  request a  borrowing  of either Base Rate Loans or LIBOR Loans
with a one month  Interest  Period (as  chosen by Agent in its sole  discretion)
from Lenders in an amount equal to the principal balance of such Swingline Loan.
Swingline  Lender  shall give notice to Agent of any such  borrowing of (x) Base
Rate  Loans not later  than 9:00  a.m.  at least one  Business  Day prior to the
proposed date of such borrowing and (y) LIBOR Loans not later than 10:00 a.m. at
least three  Business  Days prior to the proposed date of such  borrowing.  Each
Lender  will make  available  to  Agent's  Lending  Office  for the  account  of
Swingline Lender, in immediately available funds, the proceeds of the Loan to be
made by such  Lender.  Agent shall pay the  proceeds of such Loans to  Swingline
Lender, which shall apply such proceeds to repay such Swingline Loan. If Lenders
are prohibited  from making Loans required to be made under this  subsection for
any reason whatsoever,  including without  limitation,  the occurrence of any of
the Defaults or Events of Default described in Sections 8.1.(h) or 8.1.(i), each
Lender shall purchase from Swingline  Lender,  without recourse or warranty,  an
undivided  interest and  participation  to the extent of such  Lender's Pro Rata
Share of such Swingline  Loan, by directly  purchasing a  participation  in such
Swingline  Loan in such amount and paying the proceeds  thereof to Agent for the
account of Swingline  Lender in Dollars and in  immediately  available  funds. A
Lender's  obligation to purchase such a participation  in a Swingline Loan shall
be absolute  and  unconditional  and shall not be  affected by any  circumstance
whatsoever, including without limitation, (i) any claim of setoff, counterclaim,
recoupment,  defense or other right  which such  Lender or any other  Person may
have  or  claim  against  Agent,  the  Swingline  Lender  or  any  other  Person
whatsoever, (ii) the occurrence or continuation of a Default or Event of Default
(including  without  limitation,  any of  the  Defaults  or  Events  of  Default
described  in  Sections  8.1.(h)  or (i))  or the  termination  of any  Lender's
Commitment,  (iii) the existence (or alleged existence) of an event or condition
which has had or could have a Material  Adverse  Effect,  (iv) any breach of any
Loan  Document  by  Agent,   any  Lender  or  the  Borrower  or  (v)  any  other
circumstance,  happening or event  whatsoever,  whether or not similar to any of
the foregoing;  provided,  however,  a Lender shall not be obligated to purchase
such a participation  in a Swingline Loan as provided above if, and only if, the
Swingline  Lender made such Swingline Loan after having received  written notice
from the  Borrower or any Lender that an Event of Default  had  occurred  and is
continuing,  and in fact, such Event of Default had occurred and was continuing.
If such amount is not in fact made available to Swingline  Lender by any Lender,
Swingline  Lender  shall be entitled to recover  such




                                      -29-


<PAGE>


amount on demand from such Lender,  together with accrued  interest  thereon for
each day from the date of demand  thereof,  at the Federal  Funds Rate.  If such
Lender  does  not pay such  amount  forthwith  upon  Swingline  Lender's  demand
therefor,  and  until  such time as such  Lender  makes  the  required  payment,
Swingline Lender shall be deemed to continue to have outstanding Swingline Loans
in the amount of such unpaid  participation  obligation  for all purposes of the
Loan  Documents  (other than those  provisions  requiring  the other  Lenders to
purchase a participation therein).  Further, such Lender shall be deemed to have
assigned any and all payments made of principal  and interest on its Loans,  and
any other amounts due to it  hereunder,  to Swingline  Lender to fund  Swingline
Loans in the amount of the  participation  in  Swingline  Loans that such Lender
failed to purchase pursuant to this Section until such amount has been purchased
(as a result of such assignment or otherwise).

         SECTION 2.15.  Amount Limitations.

         Notwithstanding  any other  term of this  Agreement  or any other  Loan
Document,  at no time may the  aggregate  principal  amount  of all  outstanding
Revolving Loans, together with the aggregate principal amount of all outstanding
Swingline Loans,  exceed the lesser of (a) the Available Loan Amount and (b) the
aggregate amount of the Commitments.


                      ARTICLE III. GENERAL LOAN PROVISIONS

         SECTION 3.1.  Fees.

         (a) During the period  from the  Effective  Date to but  excluding  the
Revolving Credit Termination Date,  Borrower agrees to pay Agent for the account
of Lenders an unused  facility  fee equal to the portion of the daily  amount by
which the aggregate amount of the Commitments exceeds the aggregate  outstanding
principal  balance of Revolving Loans set forth in the table below multiplied by
the corresponding per annum rate applicable to that portion:

------------------------------------------------------- ---------------------
    Portion of Amount by Which Commitments Exceeds
                   Revolving Loans                           Unused Fee
------------------------------------------------------- ---------------------
$0 to and including an amount equal to 50% of the              0.125%
   aggregate amount of the Commitments
------------------------------------------------------- ---------------------
Greater than  an amount equal to 50% of the aggregate          0.20%
   amount of the Commitments
------------------------------------------------------- ---------------------


Such fee shall be payable quarterly in arrears on the first day of each January,
April,  July and October  during the term of this Agreement and on the Revolving
Credit Termination Date. Borrower  acknowledges that the commitment fees payable
hereunder  are  bona  fide  commitment  fees  and  are  intended  as  reasonable
compensation  to Lenders for  committing to make funds  available to Borrower as
described herein and for no other purposes.




                                      -30-


<PAGE>


         (b) If,  pursuant to Section  2.10.,  Lenders grant an extension of the
Revolving  Credit  Termination  Date,  Borrower  agrees  to pay to Agent for the
account of each Lender  consenting  to such  extension an extension fee equal to
two-tenths of one percent (0.20%) of such Lender's Commitment at such time. Such
fee shall be payable on the date on which Lenders grant such extension.

         (c) If, pursuant to Section 2.11., the outstanding balance of Revolving
Loans is  converted  into Term  Loans,  Borrower  agrees to pay to Agent for the
account of each  Lender a  conversion  fee equal to  one-quarter  of one percent
(0.25%) per annum of the principal balance of the Term Loans outstanding on each
date such fee is  payable.  Such fee shall be payable  on the first  anniversary
date of such  conversion  and  shall  be paid  within  5  Business  Days of such
anniversary date.

         (d) Borrower agrees to pay to Agent such fees for services  rendered by
Agent as shall be separately agreed upon between Borrower and Agent.

         SECTION 3.2.  Computation of Interest and Fees.

         Interest  on the Loans and all fees shall be computed on the basis of a
year of 360 days and paid for the actual number of days elapsed  (including  the
first day but excluding the last day of a period).

         SECTION 3.3.  Pro Rata Treatment.

         Except to the extent otherwise provided herein: (a) each borrowing from
Lenders under Section 2.1. shall be made from Lenders,  each payment of the fees
under Sections 3.1.(a) through 3.1.(c) shall be made for account of Lenders, and
each  termination  or reduction of the amount of the  Commitments  under Section
2.9.  shall be  applied  to the  respective  Commitments  of  Lenders,  pro rata
according to the amounts of their  respective  Commitments;  (b) each payment or
prepayment  of  principal  of Loans by  Borrower  shall be made for  account  of
Lenders pro rata in accordance with the respective  unpaid principal  amounts of
the Loans held by them,  provided that if immediately  prior to giving effect to
any such payment in respect of any  Revolving  Loans the  outstanding  principal
amount  of the  Revolving  Loans  shall  not be  held  by  Lenders  pro  rata in
accordance  with their  respective  Commitments in effect at the time such Loans
were made,  then such payment  shall be applied to the  Revolving  Loans in such
manner  as  shall  result,  as  nearly  as is  practicable,  in the  outstanding
principal  amount of the  Revolving  Loans  being  held by  Lenders  pro rata in
accordance with their  respective  Commitments;  (c) each payment of interest on
Loans by Borrower  shall be made for  account of Lenders pro rata in  accordance
with  the  amounts  of  interest  on such  Loans  then  due and  payable  to the
respective  Lenders;  (d) the making,  Conversion and  Continuation of Revolving
Loans of a particular Type (other than Conversions provided for by Section 4.6.)
shall  be made  pro  rata  among  Lenders  according  to the  amounts  of  their
respective  Commitments  (in the case of making  of  Loans) or their  respective
Loans (in the case of  Conversions  and  Continuations  of  Loans)  and the then
current  Interest  Period  for each  Lender's  portion of each Loan of such Type
shall be coterminous; and (e) Lenders' participation in, and payment obligations
in  respect  of,  Swingline  Loans  under  Section  2.14.,  shall be pro rata in
accordance  with  their  respective  Commitments.  All  payments  of  principal,
interest,  fees and




                                      -31-


<PAGE>


other  amounts in respect of the  Swingline  Loans  shall be for the  account of
Swingline  Lender only  (except to the extent any Lender  shall have  acquired a
participating interest in any such Swingline Loan pursuant to Section 2.14.(e)).

         SECTION 3.4.  Sharing of Payments, Etc.

         If a Lender shall obtain  payment of any  principal of, or interest on,
any Loan under this Agreement,  or shall obtain payment on any other  Obligation
owing by Borrower  through the  exercise of any right of set-off  under  Section
10.6. or otherwise,  banker's lien or counterclaim or similar right or otherwise
or through voluntary  prepayments directly to a Lender or other payments made by
Borrower to a Lender not in accordance with the terms of this Agreement and such
payment,  pursuant to the immediately  preceding Section,  should be distributed
pro rata to Lenders,  such Lender shall promptly purchase from the other Lenders
participations  in (or, if and to the extent  specified by such  Lender,  direct
interests in) the Loans made by the other Lenders or other  Obligations  owed to
such other Lenders in such amounts, and make such other adjustments from time to
time as shall be equitable,  to the end that all Lenders shall share the benefit
of such  payment  (net of any  expenses  which may be incurred by such Lender in
obtaining or preserving  such benefit) in accordance  with their  respective Pro
Rata Shares.  To such end, all Lenders shall make appropriate  adjustments among
themselves (by the resale of  participations  sold or otherwise) if such payment
is rescinded or must otherwise be restored.

         SECTION 3.5.  Defaulting Lenders.

         If for any  reason  any Lender (a  "Defaulting  Lender")  shall fail or
refuse to  perform  its  obligations  under  this  Agreement  or any other  Loan
Document to which it is a party within the time period specified for performance
of such  obligation  or, if no time  period is  specified,  if such  failure  or
refusal  continues  for a period of ten  Business  Days after notice from Agent,
then,  in addition to the rights and remedies  that may be available to Agent or
Borrower under this Agreement or Applicable Law, such Defaulting  Lender's right
to participate in the  administration of the Loans, this Agreement and the other
Loan Documents,  including without limitation,  any right to vote in respect of,
to consent to or to direct any action or  inaction  of Agent or to be taken into
account in the calculation of Majority Lenders or Supermajority  Lenders,  shall
be suspended  during the  pendency of such failure or refusal.  If a Lender is a
Defaulting  Lender  because it has failed to make timely payment to Agent of any
amount  required to be paid to Agent  hereunder  (without  giving  effect to any
notice or cure periods), in addition to other rights and remedies which Agent or
Borrower may have under the immediately preceding provisions or otherwise, Agent
shall be entitled (i) to collect  interest from such  Defaulting  Lender on such
delinquent  payment  for the period  from the date on which the  payment was due
until the date on which the payment is made at the Federal  Funds Rate,  (ii) to
withhold or setoff and to apply in satisfaction of the defaulted payment and any
related  interest,  any  amounts  otherwise  payable to such  Lender  under this
Agreement  or any  other  Loan  Document  and  (iii) to bring an  action or suit
against  such  Lender  in a court  of  competent  jurisdiction  to  recover  the
defaulted  amount and any related  interest.  Any  amounts  received by Agent in
respect of a  Defaulting  Lender's  Loans  shall not be paid to such  Defaulting
Lender and shall be held uninvested by Agent and paid to such Defaulting  Lender
upon the Defaulting Lender's curing of its default.




                                      -32-


<PAGE>


         SECTION 3.6.  Usury.

         In no event  shall the amount of  interest  due or payable on the Loans
exceed the maximum rate of interest  allowed by Applicable Law and, in the event
any such payment is paid by Borrower or received by any Lender, then such excess
sum shall be credited as a payment of principal. It is the express intent of the
parties  hereto  that  Borrower  not pay and Lenders  not  receive,  directly or
indirectly,  in any manner  whatsoever,  interest in excess of that which may be
lawfully paid by Borrower under Applicable Law.

         SECTION 3.7.  Agreement Regarding Interest and Charges.

         THE PARTIES  HERETO  HEREBY  AGREE AND  STIPULATE  THAT THE ONLY CHARGE
IMPOSED UPON BORROWER FOR THE USE OF MONEY IN CONNECTION  WITH THIS AGREEMENT IS
AND SHALL BE THE  INTEREST  DESCRIBED  IN  SECTION  2.6.  AND,  WITH  RESPECT TO
SWINGLINE  LOANS,  IN SECTION  2.14.(c).  THE PARTIES  HERETO  FURTHER AGREE AND
STIPULATE  THAT ALL OTHER  CHARGES  IMPOSED BY LENDERS  AND AGENT ON BORROWER IN
CONNECTION WITH THIS AGREEMENT, INCLUDING ALL AGENCY FEES, FACILITY FEES, UNUSED
FACILITY FEES, EXTENSION FEES, UNDERWRITING FEES, DEFAULT CHARGES, LATE CHARGES,
ATTORNEYS'  FEES AND  REIMBURSEMENT  FOR COSTS AND EXPENSES PAID BY AGENT OR ANY
LENDER TO THIRD  PARTIES OR FOR DAMAGES  INCURRED  BY AGENT OR ANY  LENDER,  ARE
CHARGES  MADE TO  COMPENSATE  AGENT  OR ANY  SUCH  LENDER  FOR  UNDERWRITING  OR
ADMINISTRATIVE  SERVICES AND COSTS OR LOSSES  PERFORMED  OR INCURRED,  AND TO BE
PERFORMED OR INCURRED,  BY AGENT AND LENDERS IN CONNECTION  WITH THIS  AGREEMENT
AND THE OTHER LOAN  DOCUMENTS AND SHALL UNDER NO  CIRCUMSTANCES  BE DEEMED TO BE
CHARGES  FOR THE USE OF MONEY  PURSUANT TO  OFFICIAL  CODE OF GEORGIA  ANNOTATED
SECTION  7-4-2 OR 7-4-18.  ALL CHARGES  OTHER THAN  CHARGES FOR THE USE OF MONEY
SHALL BE FULLY EARNED AND NONREFUNDABLE WHEN DUE.

         SECTION 3.8.  Statements of Account.

         Agent will  account to  Borrower  monthly  with a  statement  of Loans,
charges  and  payments  made  pursuant  to this  Agreement  and the  other  Loan
Documents, and such account rendered by Agent shall be deemed final, binding and
conclusive upon Borrower absent  demonstrable error. The failure of Agent or any
Lender to maintain or deliver such a statement of accounts  shall not relieve or
discharge Borrower from its obligations hereunder.

         SECTION 3.9.  Agent's Reliance.

         Neither  Agent nor any Lender shall incur any liability to Borrower for
acting upon any telephonic  notice permitted under this Agreement which Agent or
such  Lender  believes  reasonably  and in good  faith to have been  given by an
individual  authorized to deliver a Notice of Borrowing,  Notice of  Conversion,
Notice of Continuation or Extension Request on behalf of Borrower.




                                      -33-


<PAGE>


         SECTION 3.10.  Foreign Lenders.

         Prior to the date that any Foreign Lender becomes a party hereto,  such
Person shall deliver to the Borrower and the Agent such certificates,  documents
or  other  evidence,  as  required  by the  Internal  Revenue  Code or  Treasury
Regulations  issued pursuant thereto  (including  Internal Revenue Service Forms
W-8ECI or W-8BEN,  as applicable,  or  appropriate  successor  forms),  properly
completed,  currently  effective and duly executed by such Lender or participant
establishing  that  payments  to it  hereunder  and  under the Notes are (i) not
subject to United States Federal backup  withholding  tax or (ii) not subject to
United States Federal  withholding  tax under the Internal  Revenue Code because
such payment is either effectively  connected with the conduct by such Lender or
participant  of a trade or business in the United States or totally  exempt from
United  States  Federal  withholding  tax by  reason of the  application  of the
provisions  of a treaty to which the United  States is a party or such Lender is
otherwise exempt.


                        ARTICLE 4 YIELD PROTECTION, ETC.

         SECTION 4.1.  Additional Costs; Capital Adequacy.

         (a)     Additional  Costs.  Borrower  shall  promptly pay to Agent for
the account of a Lender from time to time such amounts as such Lender may
reasonably determine to be necessary to compensate such Lender for any costs
incurred by such Lender that it determines are attributable to its making or
maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans
hereunder, any reduction in any amount receivable by such Lender under this
Agreement or any of the other Loan Documents in respect of any of such Loans or
such obligation or the maintenance by such Lender of capital in respect of its
Loans or its Commitment (such increases in costs and reductions in amounts
receivable being herein called "Additional Costs"), in each such case resulting
from any Regulatory Change that: (i) changes the basis of taxation of any
amounts payable to such Lender under this Agreement or any of the other Loan
Documents in respect of any of such Loans or its Commitment (other than taxes
imposed on or measured by the overall net income of such Lender or of its
Lending Office for any of such Loans by the jurisdiction in which such Lender
has its principal office or such Lending Office); or (ii) imposes or modifies
any reserve, special deposit or similar requirements (including Regulation D of
the Board of Governors of the Federal Reserve System) relating to any extensions
of credit or other assets of, or any deposits with or other liabilities of, such
Lender, or any commitment of such Lender (including, without limitation, the
Commitment of such Lender hereunder); or (iii) has or would have the effect of
reducing the rate of return on capital of such Lender to a level below that
which such Lender could have achieved but for such Regulatory Change (taking
into consideration such Lender's policies with respect to capital adequacy).

         (b)     Lender's Suspension of LIBOR Loans.  Without limiting the
effect of the provisions of the immediately preceding subsection (a), if by
reason of any Regulatory Change, any Lender either (i) incurs Additional Costs
based on or measured by the excess above a specified level of the amount of a
category of deposits or other liabilities of such Lender that includes deposits
by reference to which the interest rate on LIBOR Loans is determined as




                                      -34-


<PAGE>


provided in this Agreement or a category of extensions of credit or other assets
of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions
on the  amount of such a category  of  liabilities  or assets  that it may hold,
then, if such Lender so elects by notice to Borrower (with a copy to Agent), the
obligation  of such Lender to make or Continue,  or to Convert any other Type of
Loans into,  LIBOR Loans  hereunder  shall be  suspended  until such  Regulatory
Change  ceases to be in effect (in which  case the  provisions  of Section  4.6.
shall apply).

         (c)     Notification and  Determination  of Additional  Costs.  Each
Lender agrees to notify Borrower of any event occurring after the date hereof
entitling such Lender to compensation under any of the preceding subsections of
this Section as promptly as practicable; provided, however, subject to the last
sentence of this subsection, the failure of any Lender to give such notice shall
not release Borrower from any of its obligations hereunder. Such Lender agrees
to furnish to Borrower a certificate setting forth the basis and amount of each
request by such Lender for compensation under this Section. Determinations by
Agent or any Lender of the effect of any Regulatory Change shall be prima facie
evidence of the matters so certified. A Lender shall only be entitled to
compensation under the preceding subsection (a) as a result of events occurring
during the 120-day period ending on the date Borrower receives the notice
described in the first sentence of this subsection and if such Lender uses
reasonable allocation and attribution methods to determine such compensation.

         SECTION 4.2.  Suspension of LIBOR Loans.

         Anything herein to the contrary notwithstanding, if, on or prior to the
determination of LIBO Rate for any Interest Period:

                  (a) Agent reasonably  determines (which determination shall be
         conclusive)  that by reason of  circumstances  affecting  the  relevant
         market, adequate and reasonable means do not exist for ascertaining the
         LIBO Rate for such Interest Period, or

                  (b) Agent reasonably  determines (which determination shall be
         conclusive)  that the LIBO Rate will not  adequately and fairly reflect
         the cost to  Lenders  of making  or  maintaining  LIBOR  Loans for such
         Interest Period;

         then Agent shall give Borrower and each Lender  prompt  notice  thereof
and,  so long as such  condition  remains in effect,  Lenders  shall be under no
obligation to, and shall not, make additional LIBOR Loans,  Continue LIBOR Loans
or Convert  Loans into LIBOR Loans and Borrower  shall,  on the last day of each
current Interest Period for each outstanding  LIBOR Loan, either repay such Loan
or Convert such Loan into a Base Rate Loan.

         SECTION 4.3.  Illegality.

         Notwithstanding  any other provision of this  Agreement,  if it becomes
unlawful for any Lender to honor its  obligation to make or maintain LIBOR Loans
hereunder,  then such Lender shall promptly notify Borrower thereof (with a copy
to Agent) and such Lender's obligation to make or Continue,  or to Convert Loans
of any other Type into,  LIBOR Loans shall be suspended




                                      -35-


<PAGE>


until such time as such Lender may again make and maintain LIBOR Loans (in which
case the provisions of Section 4.6. shall be applicable).

         SECTION 4.4.  Compensation.

         Borrower  shall  pay to Agent  for  account  of each  Lender,  upon the
request  of such  Lender  through  Agent,  such  amount or  amounts  as shall be
sufficient (in the  reasonable  opinion of such Lender) to compensate it for any
loss, cost or expense that such Lender  determines is  attributable  to: (a) any
payment or  prepayment  (whether  mandatory  or  optional)  of a LIBOR Loan,  or
Conversion  of a LIBOR  Loan,  made by such  Lender for any  reason  (including,
without  limitation,  acceleration)  on a date  other  than  the last day of the
Interest  Period for such Loan;  or (b) any failure by  Borrower  for any reason
(including,  without limitation, the failure of any of the applicable conditions
precedent  specified in Article V. to be  satisfied) to borrow a LIBOR Loan from
such Lender on the date for such borrowing,  or to Convert a Base Rate Loan into
a LIBOR Loan or Continue a LIBOR Loan on the requested  date of such  Conversion
or Continuation.  Upon Borrower's  request,  any Lender requesting  compensation
under this Section  shall provide  Borrower  with a statement  setting forth the
basis for requesting such compensation and the method for determining the amount
thereof.  Any such statement shall be prima facie evidence of the matters stated
therein.

         SECTION 4.5.  Affected Lenders.

         If any Lender  requests  compensation  pursuant to Section 4.1., or the
obligation of any Lender to make LIBOR Loans or to Continue,  or to Convert Base
Rate Loans into,  LIBOR Loans shall be suspended  pursuant to Section 4.1.(b) or
4.3.,  then,  so long as there  does  not then  exist  any  Default  or Event of
Default,  Borrower  may (but  shall  not be  obligated  to) take  either  of the
following actions: (a) demand that such Lender (the "Affected Lender"), and upon
such demand the Affected  Lender shall  promptly,  assign its  Commitment  to an
Eligible  Assignee  subject to and in accordance  with the provisions of Section
10.8.(c) for a purchase price equal to the aggregate  principal balance of Loans
then owing to the Affected Lender plus any accrued but unpaid  interest  thereon
and  accrued  but unpaid fees owing to the  Affected  Lender,  or (b) pay to the
Affected  Lender  the  aggregate  principal  balance  of Loans then owing to the
Affected  Lender plus any accrued  but unpaid  interest  thereon and accrued but
unpaid fees owing to the Affected Lender, whereupon the Affected Lender shall no
longer be a party hereto or have any rights  hereunder or under any of the other
Loan  Documents.  Agent and the Affected  Lender may (but shall not be obligated
to) cooperate in effectuating the replacement of such Affected Lender under this
Section,  but at no time shall Agent,  such Affected Lender, or any other Lender
be obligated in any way whatsoever to initiate any such replacement or to assist
in finding an  Assignee.  The  exercise  by  Borrower  of its rights  under this
Section shall be at  Borrower's  sole cost and expense and at no cost or expense
to Agent,  the Affected Lender,  or any of the other Lenders.  The terms of this
Section shall not in any way limit Borrower's  obligation to pay to any Affected
Lender compensation owing to such Affected Lender pursuant to Section 4.1.




                                      -36-


<PAGE>


         SECTION 4.6.  Treatment of Affected Loans.

         If the obligation of any Lender to make LIBOR Loans or to Continue,  or
to Convert  Base Rate Loans into,  LIBOR Loans  shall be  suspended  pursuant to
Section  4.1.(b),  4.2.  or  4.3.,  then  such  Lender's  LIBOR  Loans  shall be
automatically  Converted  into  Base Rate  Loans on the last  day(s) of the then
current  Interest  Period(s)  for LIBOR Loans (or,  in the case of a  Conversion
required by Section  4.1.(b) or 4.3.,  on such  earlier  date as such Lender may
specify to  Borrower  with a copy to Agent)  and,  unless and until such  Lender
gives notice as provided below that the circumstances specified in Section 4.1.,
4.2. or 4.3. that gave rise to such Conversion no longer exist:

                  (a) to the extent that such Lender's  LIBOR Loans have been so
         Converted,  all  payments  and  prepayments  of  principal  that  would
         otherwise  be applied to such  Lender's  LIBOR  Loans  shall be applied
         instead to its Base Rate Loans; and

                  (b) all Loans that would  otherwise  be made or  Continued  by
         such Lender as LIBOR Loans shall be made or  Continued  instead as Base
         Rate Loans, and all Base Rate Loans of such Lender that would otherwise
         be Converted into LIBOR Loans shall remain as Base Rate Loans.

         If such Lender gives notice to Borrower (with a copy to Agent) that the
circumstances specified in Section 4.1. or 4.3. that gave rise to the Conversion
of such  Lender's  LIBOR Loans  pursuant to this  Section no longer exist (which
such Lender agrees to do promptly upon such circumstances ceasing to exist) at a
time when LIBOR Loans made by other Lenders are outstanding,  then such Lender's
Base Rate Loans shall be  automatically  Converted,  on the first  day(s) of the
next  succeeding  Interest  Period(s) for such  outstanding  LIBOR Loans, to the
extent necessary so that, after giving effect thereto, all Loans held by Lenders
holding  LIBOR  Loans  and by such  Lender  are held  pro rata (as to  principal
amounts,  Types and  Interest  Periods)  in  accordance  with  their  respective
Commitments.

         SECTION 4.7.  Change of Lending Office.

         Each Lender agrees that it will use reasonable  efforts to designate an
alternate  Lending  Office  with  respect  to any of its Loans  affected  by the
matters or  circumstances  described  in  Sections  4.1.  or 4.3.  to reduce the
liability of Borrower or avoid the results provided thereunder,  so long as such
designation is not  disadvantageous  to such Lender as determined by such Lender
in its sole  discretion,  except that such Lender  shall have no  obligation  to
designate a Lending Office located in the United States of America.


                              ARTICLE V. CONDITIONS

         SECTION 5.1.  General Conditions to Restatement of Existing Credit
Agreement and Initial Loans.

         The  effectiveness  of the  amendment and  restatement  of the Existing
Credit Agreement  contemplated  hereby, as well as the obligation of a Lender to
make  any  Revolving  Loan to




                                      -37-


<PAGE>


Borrower,  or the Swingline  Lender to make any Swingline  Loan to Borrower,  in
each case in accordance with the terms hereof,  are all subject to the condition
precedent that Borrower  deliver to Agent each of the  following,  each of which
shall be in form and substance satisfactory to Agent:

         (a)     counterparts of this Agreement executed by each of the parties
hereto;

         (b)     Revolving Notes executed by Borrower, payable to each Lender,
and the Swingline Note executed by the Borrower;

         (c)     the Guaranty executed by SC Realty Incorporated, Security
Capital Holdings S.A. and the Persons identified on Schedule 1.1.;

         (d)     an opinion of Mayer, Brown and Platt, counsel to Borrower and
 Guarantors, and addressed to Agent and Lenders in substantially the form of
 Exhibit J;

         (e)     an  opinion  of Arendt &  Medernach,  local  Luxembourg
counsel to Security Capital Holdings S.A.,  regarding such matters of Luxembourg
law as Agent may request, including without limitation, the organization of such
Guarantor,  the  authorization,  execution and delivery by such Guarantor of the
Guaranty,  noncontravention  of  Luxembourg  law,  and  enforcement  of  foreign
judgments;

         (f)     an opinion of Alston & Bird LLP, counsel to Agent, and
addressed to Agent and Lenders in substantially the form of Exhibit K;

         (g)     the articles of incorporation of Borrower certified as of a
recent date by the Secretary of State of the State of Maryland;

         (h)     a Certificate  of Good Standing with respect to Borrower
issued as of a recent  date by the  Secretary  of State of the State of Maryland
and  certificates  of  qualification  to transact  business or other  comparable
certificates with respect to Borrower issued by each Secretary of State (and any
state department of taxation,  as applicable) of each state in which Borrower is
required to be so qualified;

         (i)     a certificate  of  incumbency  signed by the Secretary or
Assistant Secretary of Borrower with respect to each of the officers of Borrower
authorized  to execute  and deliver the Loan  Documents  to which  Borrower is a
party and to execute and deliver  Notices of Borrowing,  Notices of  Conversion,
Notices of Continuation and Notices of Swingline Borrowing;

         (j)     certified copies (certified by the Secretary or Assistant
Secretary of Borrower) of the by-laws of Borrower and of all  corporate or other
necessary  action taken by Borrower to  authorize  the  execution,  delivery and
performance of the Loan Documents to which it is a party;

         (k)    the Organizational Documents of each Guarantor certified as of
a recent date by the Secretary of State or other similar Governmental
Authority of the jurisdiction of its formation;




                                      -38-


<PAGE>


         (l)     a certificate of good standing or  certificate  of similar
meaning  with  respect  to each  Guarantor  issued  as of a  recent  date by the
Secretary of State of the State or other similar  Governmental  Authority of the
respective  jurisdiction of its formation and  certificates of  qualification to
transact  business  or  other  comparable  certificates  with  respect  to  each
Guarantor  issued  by each  Secretary  of State or  other  similar  Governmental
Authority (and any state department of taxation, as applicable) of each state in
which such Guarantor is required to be so qualified;

         (m)     a certificate  of  incumbency  signed by the Secretary or
Assistant  Secretary (or other individual  performing similar functions) of each
Guarantor with respect to each of the officers of such  Guarantor  authorized to
execute and deliver the Loan Documents to which such Guarantor is a party;

         (n)     certified copies (certified by the Secretary or Assistant
Secretary of each Guarantor (or other individual  performing similar functions))
of (i) the by-laws of such Guarantor, if a corporation, the operating agreement,
if a limited  liability  company,  the  partnership  agreement,  if a limited or
general partnership,  or other comparable document in the case of any other form
of legal entity and (ii) all corporate,  partnership,  member or other necessary
action  taken  by such  Guarantor  to  authorize  the  execution,  delivery  and
performance of the Loan Documents to which it is a party;

         (o)     a Form FR U-1 and a Form FR G-3 executed by Borrower with
respect to all Unencumbered Pool Securities;

         (p)     an Unencumbered Pool Certificate calculated as of the
 Effective Date;

         (q)     certified copies (certified by a senior executive officer of
Borrower) of the following documents and instruments relating to the U.S. Realty
Acquisition:

                 (i)  the U.S. Realty Acquisition Agreement and any amendments
         thereto; and

                 (ii) the Registration  Statement on Form S-4,  Registration
         No. 333-47926,  as filed with the Securities  and Exchange Commission
         on October 13, 2000, as amended;

         (r)     a certificate of a senior  executive  officer of Borrower
stating that all conditions  precedent to the  consummation  of the U.S.  Realty
Acquisition  as set forth in the U.S.  Realty  Acquisition  Agreement  have been
satisfied or waived in writing, together with a copy of any such waiver;

         (s)     such  evidence  as Agent may  request  to confirm  that any
Securities  acquired  by Borrower or a  Guarantor  in  connection  with the U.S.
Realty  Acquisition  which are to be Unencumbered Pool Securities are registered
in the name of Borrower or a Guarantor;

         (t)     payment  of all loan  closing  fees and any  other  fees  then
due and payable to the Agent and the Lenders in connection with this Agreement;




                                      -39-


<PAGE>


         (u)     evidence that all conditions precedent contained in Section 5.1
and 5.2 of the Term Loan  Agreement  have been satisfied (or waived as permitted
therein); and

         (v)     such other  documents and  instruments as Agent,  or any Lender
through Agent, may reasonably request.

         SECTION 5.2.  Conditions to All Loans.

         The  obligation  of any  Lender  to make  any  Revolving  Loan,  and of
Swingline  Lender  to make any  Swingline  Loan,  is  subject  to the  condition
precedent that the following conditions be satisfied in the judgment of Agent:

         (a)     timely  receipt by Agent of a Notice of Borrowing,  or in the
case of a Swingline  Loan,  timely  receipt by  Swingline  Lender of a Notice of
Swingline Borrowing;

         (b)     the  proposed use of proceeds of such Loans set forth in the
Notice of  Borrowing or Notice of  Swingline  Borrowing,  as the case may be, is
consistent with the provisions of Section 7.11.;

         (c)     immediately  before and after the making of such Revolving
Loans or Swingline Loan, no Default  (including without limitation the existence
of the  condition  described in Section  2.8.(e)) or Event of Default shall have
occurred and be continuing; and

         (d)     the  representations  and  warranties  of Borrower  and
Guarantors contained in the Loan Documents to which any is a party shall be true
in all  material  respects  on and as of the  date of such  Revolving  Loans  or
Swingline  Loan  except to the extent  (x) such  representations  or  warranties
specifically relate to an earlier date or (y) such representations or warranties
become untrue by reason of events or conditions  otherwise  permitted  hereunder
and the other Loan Documents.

The delivery of each Notice of Borrowing and each Notice of Swingline  Borrowing
and the making of each Loan shall  constitute  a  certification  by  Borrower to
Agent,  Swingline  Lender and Lenders  that the  statements  in the  immediately
preceding clauses (b) through (d) are true.

         SECTION 5.3.  Conditions to Conversion to Term Loans.

         The right of Borrower to convert  Revolving Loans into Term Loans under
Section  2.11.  is  subject  to  the  condition  precedent  that  the  following
conditions be satisfied in the judgment of Agent:

         (a)     timely receipt by Agent of the notice required under such
Section;

         (b)     immediately  prior  to such  conversion,  no  Default  or Event
of Default  shall have  occurred and be  continuing or would result after giving
effect to such conversion; and

         (c)     the  representations  and  warranties  of Borrower  and
Guarantors contained in the Loan Documents to which any is a party shall be true
in all material  respects on and as of the




                                      -40-


<PAGE>


date of such conversion except to the extent such  representations or warranties
specifically  relate to an earlier date or such  representations  or  warranties
become untrue by reason of events or conditions  otherwise  permitted  hereunder
and the other Loan Documents.

The  delivery of the notice  required  under such  Section  shall  constitute  a
certification  by  Borrower  to Agent and  Lenders  that the  statements  in the
immediately preceding clauses (b) and (c) are true.

         SECTION 5.4.  Conditions as Covenants.

         If Lenders make the initial  Revolving Loan, or Swingline  Lender makes
the  initial  Swingline  Loan,  prior  to the  satisfaction  of  all  conditions
precedent  set forth in Section 5.1.,  Borrower  shall  nevertheless  cause such
condition or conditions to be satisfied within five Business Days after the date
of the making of such initial Revolving Loans or Swingline Loan.

         SECTION 5.5.  Termination if Conditions Not Satisfied.

         This Agreement  shall  terminate  (other than those  provisions  hereof
which  expressly  survive  its  termination)  if (a)  the  conditions  precedent
contained in Section 5.1. have not been satisfied (or waived in accordance  with
the  applicable  provisions of Section  10.7.) by March 31, 2001 or (b) the U.S.
Realty Acquisition Agreement is terminated. The termination of this Agreement as
provided in the preceding  sentence shall have no effect on the Existing  Credit
Agreement.


                   ARTICLE VI. REPRESENTATIONS AND WARRANTIES

         Borrower represents and warrants to Agent and each Lender as follows:

         SECTION 6.1.  Existence and Power.

         Each of Borrower and Guarantors is a corporation, partnership, trust or
other legal entity duly organized,  validly  existing and in good standing under
the laws of the  jurisdiction of its formation,  and has all requisite power and
authority and all governmental licenses, authorizations,  consents and approvals
required to carry on its business as now conducted and is duly  qualified and is
in good standing,  and authorized to do business,  in each jurisdiction in which
the  character of its  properties  or the nature of its business  requires  such
qualification  or  authorization  except where the failure to be so qualified or
authorized would not have a Materially Adverse Effect.

         SECTION 6.2.  Ownership Structure.

         Schedule  6.2.  correctly  sets  forth  the  corporate   structure  and
ownership  interests  of  Borrower  and  all  of its  Consolidated  Subsidiaries
including  the correct  legal name of  Borrower  and each such  Subsidiary,  and
Borrower's relative equity interest in each such Subsidiary.




                                      -41-


<PAGE>


         SECTION 6.3.  Authorization of Agreement, Notes, Loan Documents and
Borrowings.

         Each of Borrower and Guarantors has the right and power,  and has taken
all  necessary  action  to  authorize  it, to  borrow  hereunder  in the case of
Borrower, and to execute,  deliver and perform the Loan Documents to which it is
a party  in  accordance  with  their  respective  terms  and to  consummate  the
transactions  contemplated  hereby and  thereby.  Each of the Loan  Documents to
which Borrower or any Guarantor is a party have been duly executed and delivered
by the duly  authorized  officers of Borrower  or such  Guarantor  and each is a
legal,  valid and binding  obligation of Borrower or such Guarantor  enforceable
against  Borrower or such  Guarantor in accordance  with its  respective  terms,
except as the same may be limited by bankruptcy,  insolvency,  and other similar
laws  affecting  the  rights of  creditors  generally  and the  availability  of
equitable  remedies for the enforcement of certain  obligations  (other than the
payment of  principal)  contained  herein or therein may be limited by equitable
principles generally.

         SECTION 6.4.  Compliance of Agreement, Notes, Loan Documents and
 Borrowing with Laws, etc.

         The execution, delivery and performance by Borrower or any Guarantor of
the Loan  Documents to which Borrower or such Guarantor is a party in accordance
with their respective terms and the borrowing of Loans hereunder do not and will
not, by the passage of time,  the giving of notice or otherwise  (a) require any
Governmental  Approval or violate any Applicable Law relating to Borrower or any
Guarantor the failure to possess or to comply with which would have a Materially
Adverse Effect; (b) conflict with, result in a breach of or constitute a default
under  the  Organizational  Documents  of  Borrower  or  any  Guarantor,  or any
indenture, agreement or other instrument to which Borrower or any Guarantor is a
party or by which it or any of its  properties may be bound and the violation of
which would have a Materially  Adverse  Effect;  or (c) result in or require the
creation or  imposition  of any Lien upon or with  respect to any  property  now
owned or hereafter  acquired by Borrower or any Guarantor  other than  Permitted
Liens.

         SECTION 6.5.  Compliance with Law; Governmental Approvals.

         Each of Borrower and Guarantors is in compliance with each Governmental
Approval  applicable to it and in  compliance  with all other  Applicable  Laws,
except for  noncompliances  which,  and  Governmental  Approvals  the failure to
possess which,  would not, singly or in the aggregate,  cause a Default or Event
of  Default  or have a  Materially  Adverse  Effect  and in respect of which (if
Borrower  or  such  Guarantor,  as  applicable,  has  actual  knowledge  of such
Applicable Law or Governmental Approval) adequate reserves have been established
on the books of Borrower or such Guarantor, as applicable.

         SECTION 6.6.  Indebtedness and Guarantees.

         Schedule 6.6. is a complete and correct listing of all Indebtedness and
Guarantees  of Borrower as of the date hereof.  Borrower has performed and is in
compliance with all of the terms of all Indebtedness of Borrower  (including all
Guarantees of any Indebtedness)  having an aggregate  principal amount in excess
of $5,000,000,  and all  instruments  and agreements  relating  thereto,  and no
default  or event of  default,  or event or  condition  which with the giving of
notice,




                                      -42-


<PAGE>


the lapse of time or  otherwise,  would  constitute  such a default  or event of
default, exists with respect to any such Indebtedness. As of the date hereof, no
Guarantor has any Indebtedness or Guarantees other than  Indebtedness  under (a)
the Guaranty,  (b) the other Loan  Documents to which such Guarantor is a party,
(c) the  Guaranty  of (and as  defined  in) the  Term  Loan  Agreement,  and (d)
Guarantees permitted under Section 7.19.(a)(w).

         SECTION 6.7.  Transactions with Affiliates.

         Neither  Borrower nor any Guarantor is a party to any transaction  with
any Affiliate which is in violation of Section 7.14.(b).

         SECTION 6.8.  Absence of Defaults.

         Neither  Borrower nor any Guarantor is in default under its  respective
Organizational  Documents,  and no  event  has  occurred,  which  has  not  been
remedied,  cured or  waived  (a)  which  constitutes  a  Default  or an Event of
Default; or (b) which constitutes, or which with the passage of time, the giving
of notice or  otherwise,  would  constitute,  a default  or event of  default by
Borrower  or any  Guarantor  under  any  material  agreement  (other  than  this
Agreement) or judgment,  decree or order to which Borrower or any Guarantor is a
party or by which  Borrower or any  Guarantor  or any of its  properties  may be
bound.

         SECTION 6.9.  Financial Information.

         The audited  consolidated  balance sheet of Borrower as at December 31,
1999 and the related consolidated statements of operations, stockholders' equity
and cash flows for the fiscal year then ending,  reported on by Arthur  Andersen
LLP,  and  the  unaudited  consolidated  balance  sheet  of the  Borrower  as at
September  30, 2000,  and the related  consolidated  statements  of  operations,
stockholders'  equity and cash flows for the fiscal  period ending on such date,
copies of all of which have been delivered to Agent and Lenders, fairly present,
in conformity  with  generally  accepted  accounting  principles,  the financial
position of Borrower  as of such dates and its  results of  operations  and cash
flows for such periods (subject, as to interim statements,  to changes resulting
from normal  year-end audit  adjustments  and the omission of footnotes).  Since
December 31, 1999 and with  reference  to such date,  there has been no material
adverse  change in the  financial  position or results of operations of Borrower
and its Consolidated Subsidiaries taken as a whole.

         SECTION 6.10.  Litigation.

         There is no  action,  suit or  proceeding  pending  against,  or to the
knowledge  of Borrower  threatened  against or  affecting,  any Related  Company
before any court or  arbitrator  or any  Governmental  Authority (a) which would
reasonably be expected to materially adversely affect the business,  properties,
financial  position,  results of  operations  or  prospects  of Borrower and its
Consolidated Subsidiaries taken as a whole or (b) which in any manner draws into
question the validity of any Loan Document.




                                      -43-


<PAGE>


         SECTION 6.11.  ERISA.

         Neither  Borrower  nor any  Guarantor  maintains,  nor has at any  time
maintained,  any Plan subject to the provisions of ERISA.  Neither  Borrower nor
any  Guarantor is, and at no time has been, a member of any ERISA Group with any
Person that has at any time maintained any such Plan.

         SECTION 6.12.  Environmental Matters.

         In the ordinary course of their business, the Related Companies conduct
an  ongoing  review  of the  effect  of  Environmental  Laws on their  business,
operations  and  properties,  in the course of which they  identify and evaluate
associated liabilities and costs (including,  without limitation, any capital or
operating  expenditures required for clean-up or closure of properties presently
or previously owned, any capital or operating  expenditures  required to achieve
or maintain compliance with environmental protection standards imposed by law or
as a condition of any license,  permit or contract,  any related  constraints on
operating  activities,  including  any  periodic  or  permanent  shutdown of any
facility  or  reduction  in the level of or change in the  nature of  operations
conducted thereat, any costs or liabilities in connection with off-site disposal
of wastes or Hazardous  Substances,  and any actual or potential  liabilities to
third parties,  including employees, and any related costs and expenses). On the
basis of this review,  Borrower has reasonably  concluded  that such  associated
liabilities  and costs,  including  the costs of compliance  with  Environmental
Laws, are unlikely to have a material adverse effect on the business,  financial
condition,  results of operations or prospects of Borrower and its  Consolidated
Subsidiaries, considered as a whole.

         SECTION 6.13.  Taxes.

         As of the date hereof,  the United States Federal income tax returns of
the  "affiliated  group" (as  defined  in the  Internal  Revenue  Code) of which
Borrower is a member for the  calendar  years prior to and  including  1995 have
been examined and closed.  No other United States  Federal income tax returns of
such affiliated group have been examined to date. The members of such affiliated
group have filed all United  States  Federal  income tax  returns  and all other
material  tax returns  which are  required to be filed by them and have paid all
material  taxes due  pursuant  to such  returns or  pursuant  to any  assessment
received  by or any of them except for taxes  being  contested  in good faith by
appropriate   proceedings   and  for  which   appropriate   reserves  have  been
established.  The  charges,  accruals  and  reserves on the books of Borrower in
respect of taxes or other governmental  charges are, in the opinion of Borrower,
adequate.

         SECTION 6.14.  Other Related Companies.

         Each of the  corporate  Related  Companies  other than Borrower and the
Guarantors  is a corporation  duly  incorporated,  validly  existing and in good
standing  under  the  laws of its  jurisdiction  of  incorporation,  and has all
corporate powers and all material  Governmental  Approvals  required to carry on
its business as now conducted.




                                      -44-


<PAGE>


         SECTION 6.15.  Not an Investment Company.

         Neither  Borrower nor any Guarantor is an "investment  company"  within
the meaning of the Investment Company Act of 1940, as amended.

         SECTION 6.16.  Full Disclosure.

         All written  information  furnished  by or on behalf of Borrower or any
Guarantor  to Agent and  Lenders  for  purposes  of or in  connection  with this
Agreement and the other Loan Documents or any transaction contemplated hereby or
thereby is, and all such  information  (other than projections and other similar
forward-looking  information) hereafter furnished by or on behalf of Borrower or
any  Guarantor  to Agent and Lenders  will be true and  accurate in all material
respects on the date as of which such  information  is stated or  certified  and
does not, and will not, fail to state any material  facts  necessary to make the
statements contained therein not misleading.  All financial projections prepared
by or on behalf of Borrower or any Guarantor  that have been or may hereafter be
made  available  to Agent or any Lender  were or will be  prepared in good faith
based on  assumptions  believed by  management  of  Borrower  to be  reasonable.
Borrower  has  disclosed to Agent in writing any and all facts known to Borrower
which  materially and adversely affect or may affect (to the extent Borrower can
now  reasonably  foresee),  the business,  operations or financial  condition of
Borrower and its Consolidated Subsidiaries,  taken as a whole, or the ability of
Borrower or any Guarantor to perform its obligations under the Loan Documents to
which it is a party.

         SECTION 6.17.  Insurance.

         Schedule 6.17. sets forth a true and correct description of the
 insurance coverage maintained by or on behalf of Borrower currently in effect.

         SECTION 6.18.  Not Plan Assets.

         The assets of  neither  Borrower  nor any  Guarantor  constitute  "plan
assets"  within  the  meaning  of  ERISA,  the  Internal  Revenue  Code  and the
respective regulations  promulgated  thereunder,  of any ERISA Plan or Non-ERISA
Plan. The execution,  delivery and performance by Borrower and Guarantors of the
Loan  Documents  to which any is a party,  and the  borrowing  and  repayment of
amounts  hereunder,  do not and will not  constitute  "prohibited  transactions"
under ERISA or the Internal Revenue Code.

         SECTION 6.19.  Sole Shareholder.

         Borrower  owns,   directly  or  indirectly,   all  of  the  issued  and
outstanding capital stock of each Guarantor.

         SECTION 6.20.  Unencumbered Pool Securities.

         Each Security that is included in  determinations  of the  Unencumbered
Pool Value satisfies all  requirements of the definition of Qualifying  Security
that are  applicable to such




                                      -45-


<PAGE>


Security.  Schedule  6.20.  sets forth,  as of the  Effective  Date,  a complete
listing of all agreements and all provisions of Organizational  Documents of the
types  referred to in clause (b)(i) of the definition of Traded  Security,  with
respect to each Unencumbered Pool Security.

         SECTION 6.21.  Solvency.

         (a)     The fair  value and the fair  salable  value of  Borrower's
assets  (excluding any Indebtedness due from any Affiliate of Borrower) are each
in excess of the fair valuation of Borrower's total  liabilities  (including all
contingent  liabilities);  and (b)  Borrower  is able to pay its  debts or other
obligations  in the ordinary  course as they mature and (c) Borrower has capital
not  unreasonably  small to carry on its  business  and all business in which it
proposes to be engaged.


                             ARTICLE VII. COVENANTS

         Borrower agrees that, so long as Lenders have any Commitments hereunder
or any Obligation remains unpaid:

         SECTION 7.1.  Information.

         Borrower will deliver to Agent:

         (a)     as soon as available and in any event within 135 days after the
end of each respective  fiscal year of Borrower and any of its  Subsidiaries the
financial  statements of which are audited, a consolidated balance sheet of such
Person as of the end of such fiscal year and the related consolidated statements
of earnings,  stockholders'  equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
all  reported  on  in  a  manner  acceptable  to  Agent  by  independent  public
accountants of nationally  recognized standing (delivery by Borrower of its Form
10-K  under  subsection  (f)  below  shall  satisfy  the  requirements  of  this
subsection  (a) to the extent such Form 10-K  contains the items  required to be
delivered under this subsection);

         (b)     as soon as available  and in any event within 65 days after the
end of each of the first three fiscal quarters of each respective fiscal year of
Borrower  and any of its  Subsidiaries  the  financial  statements  of which are
audited,  a balance  sheet of such Person as of the end of such  quarter and the
related  statements  of earnings,  stockholders'  equity and cash flows for such
quarter  and for the  portion of such  Person's  fiscal year ended at the end of
such  quarter,   setting  forth  in   comparative   form  the  figures  for  the
corresponding  quarter and the  corresponding  portion of such Person's previous
fiscal  year,  all  certified  (subject to normal  year-end  adjustments)  as to
fairness of presentation,  generally accepted accounting  principles (subject to
absence  of  full  footnote   disclosures)  and  consistency  by  an  Authorized
Representative  of such  Person  (delivery  by  Borrower  of its Form 10-Q under
subsection (f) below shall satisfy the  requirements  of this  subsection (b) to
the extent such Form 10-Q contains the items required to be delivered under this
subsection);




                                      -46-


<PAGE>


         (c)     simultaneously   with  the  delivery  of  each  set  of
financial  statements  referred to in the immediately  preceding clauses (a) and
(b), a certificate of an Authorized Representative of Borrower (i) setting forth
in reasonable detail the calculations required to establish whether Borrower was
in compliance  with the  requirements  of Sections 7.7. and 7.14. on the date of
such financial statements,  (ii) stating whether any Default or Event of Default
exists on the date of such  certificate  and, if any Default or Event of Default
then exists,  setting forth the details thereof and the action which Borrower is
taking or proposes to take with respect thereto,  (iii) setting forth a schedule
of all  Contingent  Obligations  of  Borrower  as of the date of such  financial
statements, and (iv) setting forth a schedule, in such form as may be reasonably
satisfactory to Agent, of information  with respect to assets and liabilities of
Consolidated Subsidiaries of Borrower;

         (d)     as soon  as  possible  and in any  event  within  5  Business
Days  following the end of each calendar  month or promptly upon the  reasonable
request of Agent, an Unencumbered Pool Certificate;

         (e)     within five days after any  executive  officer of Borrower
obtains  knowledge  of any  Default or Event of  Default,  a  certificate  of an
Authorized  Representative of Borrower setting forth the details thereof and the
action which Borrower is taking or proposes to take with respect thereto;

         (f)     promptly  upon the  filing  thereof,  copies  of all
registration  statements  (other than the exhibits  thereto and any registration
statements on Form S-8 or its  equivalent),  reports on Forms 10-K, 10-Q and 8-K
(or their  equivalents)  and all other periodic reports which Borrower or any of
its  Affiliates  which it directly or  indirectly  controls  shall file with the
Securities  and Exchange  Commission  (or any  governmental  agency  substituted
therefor) or any national securities exchange;

         (g)     promptly  upon the release  thereof,  copies of all press
releases of Borrower and any of its  Affiliates  which it directly or indirectly
controls;

         (h)     promptly  upon the  mailing  thereof to the  shareholders  of
Borrower  generally,  copies  of all  financial  statements,  reports  and proxy
statements so mailed;

         (i)     promptly  upon  obtaining  knowledge  thereof,  a  description
in reasonable detail of any action,  suit or proceeding  commenced or threatened
against  any of the  Related  Companies  which is  reasonably  likely  to have a
Materially Adverse Effect;

         (j)     promptly upon the occurrence thereof, any material change in
the senior management of Borrower or any Guarantor;

         (k)     promptly   upon  the   occurrence   thereof,   any  amendment
to the Organizational Documents of Borrower or any Guarantor;

         (l)     promptly upon the filing  thereof,  the annual report of
Borrower filed with the Secretary of State of the State of Maryland;




                                      -47-


<PAGE>


         (m)     promptly upon Agent's request,  (i) amendments or other
supplements  to any Form FR U-1 or Form FR G-3 delivered  under this  Agreement,
(ii) new Forms FR U-1 or Forms FR G-3, and (iii) such information  regarding the
Securities owned by Borrower or any Guarantor as Agent may request;

         (n)     promptly upon any executive officer of Borrower obtaining
knowledge that an event or condition has occurred or exists which results in any
Unencumbered  Pool  Security  ceasing to be  eligible  for  qualification  as an
Unencumbered Pool Security, notice of such event or condition;

         (o)     within 5  Business  Days of the sale or other  disposition  by
the Borrower or any Guarantor of any  Unencumbered  Pool  Securities,  notice of
such sale together with an Unencumbered  Pool Certificate  giving effect to such
sale or transfer; and

         (p)     from  time to  time  such  additional  information  regarding
the financial  position or business of Borrower and its Subsidiaries as Agent or
any Lender may reasonably request.

Agent shall  deliver to each Lender a copy of each item  delivered  to the Agent
under the  immediately  preceding  subsections  (a)  through (o)  promptly  upon
receipt by Agent.

         SECTION 7.2.  Payment of Obligations.

         Borrower will pay and discharge,  and will cause each Subsidiary (other
than any Public  Subsidiary) to pay and discharge,  at or before  maturity,  all
their  respective  material  obligations  and  liabilities,  including,  without
limitation,  tax  liabilities,  except  where the same may be  contested in good
faith by  appropriate  proceedings  unless  the  contest  thereof  would  have a
Materially  Adverse Effect on Borrower,  and will maintain,  and will cause each
Subsidiary  (other than any Public  Subsidiary) to maintain,  in accordance with
generally accepted accounting  principles,  appropriate reserves for the accrual
of any of the same.

         SECTION 7.3.  Maintenance of Property; Insurance.

         (a)     Borrower will keep, and will cause each Subsidiary  (other than
any  Public  Subsidiary)  to keep,  all  property  useful and  necessary  in its
business in good working order and condition, ordinary wear and tear and insured
casualty losses excepted.

         (b)     Borrower will maintain,  and will cause each Subsidiary (other
than any Public  Subsidiary) to maintain,  (i) physical damage  insurance on all
real and personal  property on an all risks basis (including the perils of flood
and earthquake if located in designated  flood and earthquake  zones),  covering
the repair and  replacement  cost of all such  property and  consequential  loss
coverage for business  interruption and extra expense  (provided that the amount
of such insurance with respect to earthquakes  need not exceed  $15,000,000  for
property  located in California),  (ii) public  liability  insurance  (including
products/completed  operations  liability  coverage)  in an amount not less than
$5,000,000 in primary  coverage and  $25,000,000 in umbrella  coverage and (iii)
such other insurance  coverage in such amounts and with respect to such risks as
is consistent  with  insurance  maintained by businesses of comparable  type and
size




                                      -48-


<PAGE>


in the industry. All such insurance shall be provided by insurers having an A.M.
Best policyholders  rating of not less than A-IX (with respect to liability) and
A-XI (with  respect to  property  damage)  or such other  insurers  as Agent may
approve in writing.  Borrower  will  deliver to Agent (i) upon  request of Agent
from time to time full information as to the insurance carried, (ii) within five
(5)  days of  receipt  of  notice  from  any  insurer  a copy of any  notice  of
cancellation  or material  change in coverage  from that existing on the date of
this Agreement and (iii) forthwith,  notice of any cancellation or nonrenewal of
coverage by Borrower.

         (c)     Except as otherwise  permitted under Section 7.10.,  Borrower
will,  and will cause each  Subsidiary  to,  qualify  and remain  qualified  and
authorized  to do business in each  jurisdiction  in which the  character of its
properties  or the  nature  of  its  business  requires  such  qualification  or
authorization  and where the failure to be so qualified or authorized would have
a Materially Adverse Effect on Borrower.

         SECTION 7.4.  Conduct of Business and Maintenance of Existence.

         Except as  otherwise  permitted  under  Section  7.10.,  Borrower  will
continue,  and will cause each Subsidiary to continue,  to engage in business of
the same general type as now  conducted  by Borrower and its  Subsidiaries,  and
will  preserve,  renew and keep in full  force and  effect,  and will cause each
Subsidiary to preserve, renew and keep in full force and effect their respective
existence and their respective  rights,  privileges and franchises  necessary or
desirable  in the normal  conduct of  business;  provided  that  nothing in this
Section  shall  prohibit  the  dissolution  of  a  Subsidiary  (other  than  any
Guarantor) if (a) the  Borrower's  Board of Directors has  determined  that such
dissolution is in the best interest of Borrower,  (b) such  dissolution will not
be materially  disadvantageous to Lenders and (c) such dissolution will not have
a Materially Adverse Effect.

         SECTION 7.5.  Compliance with Laws.

         Borrower will comply,  and cause each  Subsidiary  to comply,  with all
Applicable Laws, including without limitation,  all Environmental Laws and ERISA
and the rules and regulations  thereunder,  except where compliance therewith is
contested in good faith by  appropriate  proceedings or the failure to so comply
would not have a Materially Adverse Effect.

         SECTION 7.6.  Inspection of Property, Books and Records.

         Borrower  will keep,  and will cause each  Subsidiary  to keep,  proper
books of record and account in which full,  true and  correct  entries  shall be
made  of  all  dealings  and  transactions  in  relation  to  its  business  and
activities;  and  will  permit,  and  will  cause  each  Subsidiary  to  permit,
representatives   of  Agent  to  visit  and  inspect  any  of  their  respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss  their  respective  affairs,  finances and accounts  with
their  respective  officers,  employees and  independent  public  accountants in
Borrower's  presence prior to an Event of Default,  all at such reasonable times
during  business  hours  and as  often as may  reasonably  be  desired  and with
reasonable  notice so long as no Event of  Default  shall have  occurred  and be
continuing.




                                      -49-


<PAGE>


         SECTION 7.7.  Financial Covenants.

         (a)     Minimum Shareholders' Equity. Borrower shall not at any time
permit the Shareholders' Equity of Borrower and its Subsidiaries determined on a
consolidated basis in accordance with generally accepted  accounting  principles
to be less than (i) 75% of Shareholders' Equity of Borrower and its Subsidiaries
determined  on a  consolidated  basis  in  accordance  with  generally  accepted
accounting  principles  immediately  after  giving  effect  to the  U.S.  Realty
Acquisition  plus (ii) 75% of the  amount by which the  Shareholders'  Equity of
Borrower and its Subsidiaries  determined on a consolidated  basis in accordance
with generally accepted accounting principles has been increased by the issuance
of capital stock after the U.S. Realty Acquisition.

         (b)     Ratio of Total  Liabilities  to Market  Value Net  Worth.
Borrower shall not at any time permit the ratio of (i) the Total  Liabilities of
Borrower  and  its  Consolidated  Subsidiaries  determined  in  accordance  with
generally accepted  accounting  principles to (ii) the Market Value Net Worth of
Borrower and its Consolidated Subsidiaries to exceed 1.0 to 1.0.

         (c)     Ratio of Cash Flow to Fixed Charges.  Borrower shall not permit
the ratio of (i) the Cash Flow of Borrower and its Consolidated  Subsidiaries to
(ii) the Fixed Charges of Borrower and its Consolidated  Subsidiaries to be less
than 1.50 to 1.00 at the end of any fiscal quarter.

         (d)     Ratio of Secured  Indebtedness to Market Value.  Borrower shall
not  permit  the  ratio of (i) the  aggregate  outstanding  principal  amount of
Indebtedness of Borrower and its  Consolidated  Subsidiaries  that is secured in
any manner by any Lien on any  property to (ii) the sum of the amounts in clause
(a) of the  definition  of Market  Value Net Worth,  to exceed 0.1 to 1.0 at any
time.

         (e)     Ratio of Unencumbered Pool Value to Unsecured Liabilities.
Borrower shall not permit the ratio of (i) the  Unencumbered  Pool Value to (ii)
the Unsecured Liabilities of Borrower and its Consolidated  Subsidiaries,  to be
less than 2.00 to 1.00 at any time.

         SECTION 7.8.  Sales of Unencumbered Pool Securities.

         Borrower  shall  not,  and shall not  permit any  Guarantor  to,  sell,
transfer,  convey or otherwise dispose of any Unencumbered Pool Securities if an
Event of Default exists immediately prior to such sale, transfer,  conveyance or
disposition, or would exist immediately after giving effect thereto.

         SECTION 7.9.  Limitation on Dividends and Other Payment Restrictions
 Affecting Subsidiaries.

         Except for limitations  contained in the Term Loan Agreement,  Borrower
will not, and will not cause or permit any  Consolidated  Subsidiary  (excluding
any  Strategic  Investee  Subsidiary)  to,  directly  or  indirectly,  create or
otherwise  cause or suffer to exist, or enter into any agreement with any Person
that would cause to become effective,  any consensual encumbrance




                                      -50-


<PAGE>


or restriction of any kind, on the ability of any such  Consolidated  Subsidiary
to (a) pay dividends, in cash or otherwise, or make any other distribution on or
in respect of its capital stock or any other  interest or  participation  in, or
measured  by, its  profits,  to  Borrower or any other  Subsidiary,  (b) pay any
Indebtedness  owed to  Borrower  or any  other  Subsidiary,  (c)  make  loans or
advances to, or guarantee any Indebtedness or other  obligations of, Borrower or
any other  Subsidiary  or (d) transfer any of its property or assets to Borrower
or any other  Subsidiary,  except any  encumbrance or  restriction  (i) existing
under any agreement  governing the terms of or otherwise  arising as a result of
purchase  money  Indebtedness  for  equipment  or other  goods  acquired  in the
ordinary course of business that only imposes  encumbrances  and restrictions on
the  goods  so  acquired;  (ii)  contained  in any  agreement  for  the  sale or
disposition  of the capital stock of or other equity  interest in, or assets of,
any Subsidiary;  provided,  however,  that such  encumbrances  and  restrictions
described in this clause (ii) are only  applicable to such Subsidiary or assets,
as  applicable,  and any such sale or  disposition  is made in  compliance  with
Section 7.10. to the extent  applicable  thereto;  or (iii)  existing  under any
agreement that refinances or replaces the agreements  containing the encumbrance
or restrictions in the foregoing clause (i); provided,  however,  that the terms
and conditions of any such  restrictions  permitted  under this clause (iii) are
not  materially  less  favorable  to Lenders than those under or pursuant to the
agreement evidencing the Indebtedness refinanced.

         SECTION 7.10. Consolidations, Mergers and Sales of Assets.

         Neither  Borrower  nor any of its  Subsidiaries  (other than any Public
Subsidiary)  may (a)  consolidate  or merge with or into any other  Person,  (b)
sell, lease or otherwise transfer, directly or indirectly, and whether by one or
a series of related transactions,  a substantial portion of any of its assets to
any other Person, or (c) purchase or otherwise acquire,  directly or indirectly,
by one or a series of  related  transactions,  all or  substantially  all of the
assets of, or outstanding  capital stock of or other equity interest in, another
Person,  except  that (x) a  Subsidiary  (other than a  Guarantor)  may merge or
consolidate  with  another  Person  or  sell,  lease  or  otherwise  transfer  a
substantial  portion of its  assets to another  Person,  and (y)  Borrower  or a
Subsidiary may purchase or otherwise  acquire,  all or substantially  all of the
assets of, or outstanding capital stock of or other equity interests in, another
Person,  so long as (i)  Borrower  shall have given Agent at least 10 days prior
notice thereof (except in the case of a acquisition of capital stock of or other
equity interest in, existing  Affiliates),  (ii) after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing,  and Borrower
shall have delivered to Agent a certificate of an Authorized  Representative  of
Borrower  setting  forth in  reasonable  detail  the  calculations  required  to
establish  whether  Borrower  will be in  compliance  with the  requirements  of
Sections 7.7. and 7.14.  after giving pro forma effect  thereto and (iii) in the
case of a consolidation or merger,  the Person  surviving such  consolidation or
merger will be a Subsidiary after giving effect thereto.

         SECTION 7.11.  Use of Proceeds.

         Borrower  will use the proceeds of all Loans made under this  Agreement
only (a) to finance  (i) the  purchase  by  Borrower  (directly,  or  indirectly
through  wholly-owned  Subsidiaries) of Securities  issued by Persons created by
Borrower or specified by Borrower  consistent  with the




                                      -51-


<PAGE>


business  objectives  of  Borrower  and (ii) loans by Borrower  permitted  under
Section  7.15.,  (b) to acquire,  directly or  indirectly,  shares of any of its
capital  stock,  and to redeem,  purchase or otherwise  retire  Indebtedness  of
Borrower  that is  subordinated  in right of  payment to the Loans and the other
Obligations,  and (c) for general corporate purposes, in each case to the extent
otherwise permitted hereunder, and for no other purposes.  Borrower will not use
any proceeds of the Loans for the purpose of  purchasing or carrying any "margin
stock" within the meaning of  Regulations T, U and X if such use would result in
a violation by any party hereto of any of Regulations T, U and X.

         SECTION 7.12.  ERISA.

         Borrower  will  not  at any  time  maintain  any  Plan  subject  to the
provisions of ERISA and will not at any time be a member of any ERISA Group with
any Person that has at any time maintained any such Plan.

         SECTION 7.13.  Negative Pledge.

         Borrower will not create,  assume or suffer to exist any Lien on any of
its right,  title or interest in or to (a) any  capital  stock of any  Guarantor
(including any of Borrower's  indirect  ownership interest in such Guarantor) or
(b) any  capital  stock  of or  other  equity  interest  in any of the  Services
Subsidiaries.

         SECTION 7.14.  Restricted Payments; Agreements with Affiliates.

         (a)     Borrower shall not directly or indirectly declare or make, or
incur any liability to make, any Restricted Payments; provided, however, so long
as no Event of Default  shall have  occurred  and be  continuing  (and would not
result  from  the  occurrence  of the  following),  Borrower  may (i)  pay  cash
dividends during any periods of four  consecutive  fiscal quarters ending during
the  term  of  this  Agreement  in an  aggregate  amount  not to  exceed  50% of
Borrower's  Cash Flow  Available for  Distribution  for such four fiscal quarter
period; (ii) notwithstanding the preceding clause (i), pay cash dividends to the
holders of the 257,642  shares of  Borrower's  Series B  Cumulative  Convertible
Redeemable  Voting Preferred Stock currently issued and outstanding (the "Series
B  Shares"),  and any other  securities  into  which the  Series B Shares may be
exchanged or converted but only to the extent  required to do so under the terms
of the  Series B Shares  as in  effect  June 5,  1998;  provided,  however,  for
purposes of this  clause (ii) only if any Event of Default  other than any Event
of Default  described in Section  8.1.(a) or (f) through (i) shall have occurred
and be  continuing,  Borrower may pay cash  dividends to the holders of Series B
Shares but only to the extent  required to do so under the terms of the Series B
Shares as in effect June 5, 1998;  and (iii)  acquire,  directly or  indirectly,
shares of any of its capital  stock,  and redeem,  purchase or otherwise  retire
Indebtedness  of Borrower that is  subordinated in right of payment to the Loans
and the other Obligations.

         (b)     Borrower  shall not,  and shall not permit any of its
Subsidiaries  that are not Public  Subsidiaries  to, enter into any  transaction
requiring such Person to pay any amounts to or otherwise  transfer  property to,
or pay any  management or other fees to, any  Affiliate  other than




                                      -52-


<PAGE>


on  terms  and  conditions  substantially  as  favorable  to  Borrower  or  such
Subsidiary  as would be  obtainable  at the  time in a  comparable  arm's-length
transaction with a Person not an Affiliate.

         SECTION 7.15.  Loans to Other Persons.

         Borrower  shall not,  and shall not permit any  Guarantor  to,  make or
permit to be outstanding any loan or advance to any Person;  provided,  however,
Borrower may make loans to any Subsidiary  (excluding any Public Subsidiary) the
accounts of which are  consolidated  with those of Borrower in its  consolidated
financial   statements  in  accordance   with  generally   accepted   accounting
principles,  so long as no Default or Event of Default exists at the time of (or
would  result  from) the  making of such loan.  In  addition  to the  foregoing,
Borrower and  Guarantors  may make loans and  advances to employees  for moving,
entertainment,  travel and other  similar  expenses  in the  ordinary  course of
business consistent with past practices.

         SECTION 7.16.  ERISA Exemptions.

         Borrower  shall not  permit any of its assets to become or be deemed to
be "plan assets" within the meaning of ERISA,  the Internal Revenue Code and the
respective  regulations  promulgated  thereunder,  of  any  ERISA  Plan  or  any
Non-ERISA Plan.

         SECTION 7.17.  Exchange Listing.

         Borrower  will maintain at least one class of common shares of Borrower
having  trading  privileges on the New York Stock Exchange or the American Stock
Exchange or which is listed on The NASDAQ Stock Market's National Market.

         SECTION 7.18.  Subsidiary Guaranties

         Borrower  will  not  cause  or  permit  any  Subsidiary,   directly  or
indirectly,  to provide a Guarantee (an "Other Guarantee") of the payment of any
Indebtedness  of Borrower or any Guarantor  ("Other  Indebtedness")  unless such
Subsidiary  (a) is a Guarantor  or (b)  simultaneously  executes  and delivers a
guaranty  of the  Obligations  in form  and  substance  satisfactory  to  Agent;
provided,  however,  that if such Other Indebtedness is (i) Indebtedness that is
ranked pari passu in right of payment  with the  Obligations  or the guaranty of
such  Subsidiary,  as the case may be, the guaranty of such Subsidiary  shall be
pari passu in right of payment with the Other  Guarantee;  or (ii)  Indebtedness
subordinated  in right of  payment  to the  Obligations  (or any  guaranty  by a
Subsidiary thereof), the guaranty by such Subsidiary shall be senior in right of
payment to the Other Guarantee (which shall provide that such Other Guarantee is
subordinated  to the guaranty of such  Subsidiary  to the same extent and in the
same manner as the Other  Indebtedness is subordinated to the Obligations or the
guaranty of such Subsidiary thereof, as the case may be).

         SECTION 7.19.  Covenants Regarding Guarantors.

         (a)     Indebtedness and Accounts Payable.  Borrower will not permit
Guarantors to incur, assume or suffer to exist any of the following  (determined
on a collective basis): (i) accounts payable (excluding  obligations to purchase
Securities pursuant to subscription or




                                      -53-


<PAGE>


stock purchase agreements,  or otherwise make capital contributions,  in or with
respect to  Strategic  Investees  or Capital  Management  Entities) in excess of
$10,000,000 in the aggregate at any time  outstanding and (ii) any  Indebtedness
other than:

                  (w) Indebtedness owing to Borrower;

                  (x) Indebtedness under the Guaranty and,subject to compliance
                        with Section 7.18.,  under Guarantees of senior
                        unsecured long term  Indebtedness of Borrower so long
                        as such  Indebtedness so Guaranteed is of a type
                        described in clause (a)or (b) of the definition of
                        Indebtedness;

                  (y) Indebtedness represented by declared but unpaid dividends;
                        and

                  (z) Indebtedness in respect of the Guaranty of (and as defined
                        in) the Term Loan Agreement.

         (b)     Asset Transfers.  Borrower  will not  permit  any  Guarantor
to sell, transfer or otherwise convey any of its assets other than:

                  (x) sales and transfers of Unencumbered Pool Securities to
                        the extent permitted under Section 7.8.; and

                  (y) transfers of assets to Borrower  and any other  Guarantor
                        that is organized under the laws of, and has its chief
                        executive office in,  any State of the  United  States
                        of  America  or the District of Columbia, so long as no
                        Default or Event of Default shall have occurred
                        and be continuing or would result from such transfer.

         (c)     Independent  Director.  As of the date hereof, SC Realty
Incorporated's  Independent Director (as defined in such Guarantor's articles of
incorporation)  is James R. Wilcox.  Borrower  shall cause such Guarantor to pay
such  Independent  Director a director's  fee not greater than  comparable  fees
received by independent directors of entities similar to such Guarantor engaging
in  comparable  activities  with similar  risks.  Borrower  will not permit such
Guarantor to permit such Independent  Director to be a trustee in bankruptcy for
Borrower.

         (d)     Compliance  with and  Amendment of Charter or Bylaws.  Borrower
shall cause each  Guarantor  to (a) comply with the terms of its  Organizational
Documents and (b) not amend, supplement,  restate or otherwise modify any of the
terms of its Organizational Documents.

         SECTION 7.20.  Investment Limitation.

         The Borrower shall not permit the aggregate  value of all Securities of
Strategic  Investees and Securities held by the Capital  Management  Entities in
real estate  companies,  the value of which is determined in accordance with the
method  referred to in clause  (d)(iii) of the  definition of Market  Value,  to
exceed  15% of the  value  of all  Securities  held  by  the  Borrower  and  its
Subsidiaries.  For purposes of this Section, the value of Securities held by the
Borrower and the




                                      -54-


<PAGE>


Capital  Management  Entities referred to in this Section shall be determined in
accordance with the valuations  methods  referred to in the definition of Market
Value.

         SECTION 7.21.  Minimum Ownership by Borrower and Guarantors.

         At no time shall Borrower  permit (a) the aggregate value of all assets
of the types  referred to in clause (a) of the  definition  of Market  Value Net
Worth that are  directly  owned by Borrower and  Guarantors  to be less than (b)
90.0% of the aggregate value of all assets of such types that are directly owned
by Borrower and its Consolidated Subsidiaries.


                             ARTICLE VIII. DEFAULTS

         SECTION 8.1.  Events of Default.

         If one or more of the  following  events  shall  have  occurred  and be
continuing:

         (a)     Borrower  shall  fail to pay  within  1  Business  Day of the
due date thereof any principal of any Obligation,  or shall fail to pay within 3
Business Days of the due date thereof any interest owing on any  Obligation,  or
shall fail to pay within 10  Business  Days of the due date  thereof any fees or
other Obligation;

         (b)     Borrower  shall fail to observe or perform any  covenant or
agreement contained in Section 7.1.(e), Section 7.10., Section 7.13. (if, in the
case of such Section 7.13.,  such failure was willful or  intentional),  Section
7.19.(a)(ii), Section 7.19.(c), Section 7.19.(d) or Section 7.21.;

         (c)     Borrower  shall fail to observe or perform any  covenant or
agreement  contained  in  this  Agreement  (other  than  those  covered  by  the
immediately  preceding  clause (a) or (b)) for a period of 30 days after written
notice thereof from Agent has been received by Borrower;

         (d)     an Event of Default  under and as defined  in any Loan
Document  shall occur and be continuing or Borrower or any Guarantor  shall fail
to observe or perform any  covenant or  agreement  contained  in any of the Loan
Documents  to which it is a party  (other  than those  expressly  covered by any
other clause of this Section  8.1.) and such failure shall  continue  beyond any
applicable period of grace;

         (e)     any representation, warranty, certification or statement made
or deemed  made (i) by or on  behalf of  Borrower  in this  Agreement  or in any
certificate,  financial  statement or other Loan Document to which it is a party
delivered  pursuant to this Agreement or any other Loan Document,  or (ii) by or
on behalf of any Guarantor in the  Guaranty,  or in any  certificate,  financial
statement or other Loan  Document to which it is a party  delivered  pursuant to
this Agreement or any other Loan Document, shall prove to have been incorrect or
misleading in any material respect when made or deemed made;

         (f)     Borrower or any Guarantor  shall fail to make any payment in
respect  of any of its  Indebtedness  (other  than the  Obligations)  having  an
aggregate  outstanding principal balance in




                                      -55-


<PAGE>


excess of  $25,000,000  in the case of Borrower or  $10,000,000 in the case of a
Guarantor,  when due and such failure shall continue beyond any applicable grace
period;

         (g)     the  maturity of any  Indebtedness  of Borrower or any
Guarantor in an aggregate  principal amount in excess of $25,000,000 in the case
of  Borrower  or  $10,000,000  in the case of a  Guarantor,  shall have been (i)
accelerated  in accordance  with the  provisions of any  indenture,  contract or
instrument providing for the creation of or concerning such Indebtedness or (ii)
required to be prepaid in full prior to the stated maturity thereof;

         (h)     Borrower,  any Guarantor or any Issuer of a Qualifying
Security  shall  commence  a  voluntary   case  or  other   proceeding   seeking
liquidation,  reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the  appointment  of a trustee,  receiver,  liquidator,  custodian or
other similar official of it or any substantial  part of its property,  or shall
consent to any such relief or to the appointment of or taking  possession by any
such official in an involuntary case or other proceeding  commenced  against it,
or shall make a general  assignment for the benefit of creditors,  or shall fail
generally  to pay its debts as they  become  due,  or shall  take any  corporate
action to authorize any of the foregoing;

         (i)     an  involuntary  case or other  proceeding  shall be commenced
against Borrower,  any Guarantor or any Issuer of a Qualifying  Security seeking
liquidation,  reorganization  or other  relief  with  respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the  appointment  of a trustee,  receiver,  liquidator,  custodian or
other similar  official of it or any  substantial  part of its property and such
involuntary case or other proceeding shall remain undismissed and unstayed for a
period of 60 days;  or an order for  relief  shall be entered  against  any such
Person under the federal bankruptcy laws as now or hereafter in effect;

         (j)     a judgment or order for the  payment of money in excess of
$25,000,000  with  respect  to  Borrower  or  $10,000,000  with  respect  to any
Guarantor shall be rendered against Borrower or a Guarantor and such judgment or
order shall  continue  unsatisfied  and unstayed for a period of 30  consecutive
days;

         (k)     during any period of twelve  consecutive  calendar months,
individuals  who were  directors  of Borrower or a Guarantor on the first day of
such period  shall cease to  constitute  a majority of the board of directors of
Borrower or such Guarantor, as applicable; provided, however, that the directors
of Borrower or a Guarantor, as applicable, may include any new director that (i)
is an officer,  director or employee of a Related Company or (ii) is required in
order (as a practical  matter) for the  composition of the board of directors of
Borrower or such Guarantor,  as applicable,  to comply with any provision of the
Organizational Documents of Borrower or such Guarantor, as applicable, regarding
independent directors;

         (l)     if a change in the  management  of Borrower or a Guarantor has
occurred  there shall have occurred  without the consent of Agent within 10 days
of such change any adverse  change  reasonably  deemed  material by Agent in the
identity of persons  constituting  management of Borrower or such Guarantor,  as
applicable;




                                      -56-


<PAGE>


         (m)     any  "person" or "group" (as such terms are used in Sections
13(d)  and  14(d) of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act")) is or becomes the "beneficial owner" (as defined in Rules 13d-3
and 13d-5 under the  Exchange  Act,  except that a Person will be deemed to have
"beneficial  ownership"  of all  securities  that such  Person  has the right to
acquire,  whether such right is exercised  immediately or only after the passage
of time), directly or indirectly,  of more than 25% of the total voting power of
the then outstanding voting stock of Borrower;

         (n)     the assets of Borrower or any Guarantor at any time constitute
assets,  within  the  meaning  of  ERISA,  the  Internal  Revenue  Code  and the
respective regulations  promulgated  thereunder,  of any ERISA Plan or Non-ERISA
Plan;

         (o)     any Guarantor shall, or shall attempt to, disavow,  revoke or
terminate the Guaranty or its obligations thereunder;

         (p)     Borrower shall cease to own, directly or indirectly,  all of
the issued and outstanding capital stock of each Guarantor; or

         (q)     an Event of Default  under and as  defined  in the Term Loan
Agreement shall have occurred and be continuing.

         SECTION 8.2.  Remedies.

         Upon the  occurrence  of an Event of Default,  and in every such event,
Agent shall, upon the direction of the Supermajority  Lenders,  (i) by notice to
Borrower terminate the Commitments, which shall thereupon terminate, and (ii) by
notice to Borrower  declare the Loans and all other  Obligations  to be, and the
Loans and all other  Obligations  shall  thereupon  become,  immediately due and
payable  without  presentment,   demand,  protest  or  notice  of  intention  to
accelerate,  all of which are hereby waived by Borrower.  If Agent has exercised
any of the rights provided under the preceding sentence, Swingline Lender shall:
(x) declare the principal of, and accrued  interest on, the Swingline  Loans and
the Swingline  Note at the time  outstanding,  and all of the other  Obligations
owing to Swingline Lender,  to be forthwith due and payable,  whereupon the same
shall immediately become due and payable without presentment, demand, protest or
other notice of any kind, all of which are expressly  waived by Borrower and (y)
terminate the Swingline  Commitment  and the  obligation of Swingline  Lender to
make Swingline Loans.  Notwithstanding the foregoing, upon the occurrence of any
of the Events of Default specified in clause (h) or (i) of Section 8.1., without
any  notice to  Borrower  or any other act by  Agent,  the  Commitments  and the
Swingline Commitment shall thereupon immediately and automatically terminate and
the Loans and all other  Obligations  shall become  immediately  due and payable
without  presentment,  demand,  protest,  notice of intention to  accelerate  or
notice of  acceleration,  or other  notice of any kind,  all of which are hereby
waived by Borrower.  In addition upon the occurrence of an Event of Default, the
Supermajority  Lenders  may  direct  Agent to, and Agent if so  directed  shall,
instruct  Borrower  to cease  making  Investments  and upon  receipt of any such
instruction  Borrower  shall cease to do so. Not in limitation of the foregoing,
upon the occurrence of an Event of Default, the Supermajority Lenders may direct
Agent to, and Agent if so  directed




                                      -57-


<PAGE>


shall,  exercise  any and all of its rights  under any and all of the other Loan
Documents and under Applicable Law.

         SECTION 8.3.  Allocation of Proceeds.

         If an Event of  Default  shall  have  occurred  and be  continuing  and
maturity of any of the Obligations has been  accelerated,  all payments received
by Agent  under any of the Loan  Documents,  in respect of any  principal  of or
interest on the Obligations or any other amounts  payable by Borrower  hereunder
or thereunder, shall be applied in the following order and priority:

         (a)     amounts due to Agent,  and Lenders in respect of Fees and
expenses due under  Sections  3.1.  and 10.3.,  ratably in  accordance  with the
amounts then payable;

         (b)     payments of interest on Swingline Loans;

         (c)     payments of principal on Swingline Loans;

         (d)     payments of interest on Loans, to be applied for the ratable
benefit of Lenders;

         (e)     payments of principal of Loans,  to be applied for the ratable
benefit of Lenders;

         (f)     amounts due to Agent and Lenders pursuant to Sections 9.6. and
10.5.;

         (g)     payments of all other amounts due under any of the Loan
Documents, if any, to be applied for the ratable benefit of Lenders; and

         (h)     any amount remaining after application as provided above, shall
be paid to Borrower or whomever else may be legally entitled thereto.

         SECTION 8.4.  Rescission of Acceleration by Supermajority Lenders.

         If at any time after  acceleration of the maturity of the  Obligations,
Borrower  shall pay all  arrears  of  interest  and all  payments  on account of
principal  of the  Obligations  which  shall have become due  otherwise  than by
acceleration  (with  interest  on  principal  and,  to the extent  permitted  by
Applicable Law, on overdue  interest,  at the rates specified in this Agreement)
and all Events of Default and Defaults  (other than  nonpayment  of principal of
and accrued  interest  on the  Obligations  due and payable  solely by virtue of
acceleration)   shall  be  remedied  or  waived  to  the   satisfaction  of  the
Supermajority  Lenders,  then by written notice to Borrower,  the  Supermajority
Lenders may elect,  in the sole  discretion of such  Supermajority  Lenders,  to
rescind and annul the acceleration and its  consequences;  but such action shall
not  affect  any  subsequent  Default or Event of Default or impair any right or
remedy consequent thereon. The provisions of the preceding sentence are intended
merely to bind the  Lenders to a decision  which may be made at the  election of
the Supermajority  Lenders; they are not intended to benefit Borrower and do not
give  Borrower  the  right to  require  the  Lenders  to  rescind  or annul  any
acceleration hereunder, even if the conditions set forth herein are satisfied.




                                      -58-


<PAGE>


                             ARTICLE IX. THE AGENT

         SECTION 9.1.  Appointment and Authorization.

         Each Lender hereby appoints and authorizes Agent to take such action as
contractual  representative  on its behalf and to exercise such powers under the
Loan Documents as are delegated to Agent by the terms thereof, together with all
such powers as are reasonably incidental thereto.  Borrower shall be entitled to
rely  conclusively upon a written notice or written response from Agent as being
made pursuant to the requisite  concurrence  or consent of Lenders  necessary to
take  such  action  without   investigation  or  otherwise   contacting  Lenders
hereunder.  Nothing  herein  shall be  construed to deem Agent a trustee for any
Lender nor to impose on Agent duties or obligations  other than those  expressly
provided for herein.  Not in  limitation  of the  foregoing,  each Lender agrees
Agent has no  fiduciary  obligations  to such Lender under this  Agreement,  any
other Loan Document or otherwise. At the request of a Lender, Agent will forward
to  each  Lender  copies  or,  where  appropriate,  originals  of the  documents
delivered  to Agent  pursuant to Section 5.1. The Agent will also furnish to any
Lender,  upon the request of such Lender,  a copy of any  certificate  or notice
furnished  to Agent by  Borrower  pursuant to this  Agreement  or any other Loan
Document  not already  delivered  to such  Lender  pursuant to the terms of this
Agreement  or any such other Loan  Document.  As to any  matters  not  expressly
provided for by the Loan Documents (including,  without limitation,  enforcement
or  collection  of the Notes),  Agent  shall not be  required  to  exercise  any
discretion  or take any action,  but shall be required to act or to refrain from
acting (and shall be fully  protected  in so acting or  refraining  from acting)
upon the instructions of the Majority Lenders,  and such  instructions  shall be
binding upon all Lenders and all holders of Notes; provided, however, that Agent
shall  not be  required  to take any  action  which  exposes  Agent to  personal
liability or which is contrary to this  Agreement or any other Loan  Document or
Applicable Law. Not in limitation of the foregoing, Agent shall not exercise any
right or  remedy  it or  Lenders  may have  under  any  Loan  Document  upon the
occurrence of a Default or an Event of Default unless the Supermajority  Lenders
have so  directed  Agent to  exercise  such right or remedy.  Agent shall not be
deemed to have  knowledge or notice of the  occurrence  of a Default or Event of
Default  unless Agent has actual  knowledge of such Default or Event of Default.
In the event that Agent has actual  knowledge of the  occurrence of a Default or
Event of Default, Agent shall give prompt notice thereof to Lenders. Each Lender
authorizes and directs Agent to enter into the Loan Documents for the benefit of
Lenders.  Each Lender hereby agrees that,  except as otherwise set forth herein,
any action  taken by the  Majority  Lenders  or the  Supermajority  Lenders,  as
applicable,  in accordance  with the  provisions  of this  Agreement or the Loan
Documents,  and  the  exercise  by the  Majority  Lenders  or the  Supermajority
Lenders, as applicable, of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto,  shall be authorized and
binding upon all of Lenders.

         SECTION 9.2.  Agent and Affiliates.

         Wells Fargo,  as a Lender,  shall have the same rights and powers under
this  Agreement and any other Loan Document as any other Lender and may exercise
the same as though it were not Agent;  and the term "Lender" or "Lenders" shall,
unless otherwise  expressly  indicated,




                                      -59-


<PAGE>


include Wells Fargo in each case in its individual capacity. Wells Fargo and its
affiliates and the other Lenders and their respective affiliates may each accept
deposits from,  maintain  deposits or credit balances for, invest in, lend money
to, act as trustee  under  indentures  of, and  generally  engage in any kind of
business with  Borrower,  any Related  Company and any Affiliate of Borrower and
any  Related  Company as if Wells  Fargo or such  Lender were any other bank and
without any duty to account therefor to the other Lenders.

         SECTION 9.3.  Approvals of Lenders.

         All  communications  from Agent to any Lender  requesting such Lender's
determination,  consent,  approval or disapproval (a) shall be given in the form
of a written notice to such Lender, (b) shall be accompanied by a description of
the  matter  or thing as to  which  such  determination,  approval,  consent  or
disapproval is requested, or shall advise such Lender where such matter or thing
may be  inspected,  or  shall  otherwise  describe  the  matter  or  issue to be
resolved,  (c) shall include, if reasonably  requested by such Lender and to the
extent not previously  provided to such Lender,  written materials and a summary
of all oral  information  provided  to Agent by  Borrower  or any  Guarantor  in
respect of the matter or issue to be  resolved,  and (d) shall  include  Agent's
recommended  course of action or determination  in respect thereof.  Each Lender
shall reply  promptly,  but in any event within  fifteen  Business Days (or such
lesser period as may be required under the Loan Documents for Agent to respond).
Unless a Lender  shall  give  written  notice to Agent  that it  objects  to the
recommendation or determination of Agent (together with a written explanation of
the reasons behind such objection)  within the applicable time period for reply,
such Lender  shall be deemed to have  conclusively  approved of or  consented to
such recommendation or determination.

         SECTION 9.4.  Consultation with Experts.

         Agent may consult  with legal  counsel (who may be counsel for Borrower
or a Guarantor), independent public accountants and other experts selected by it
and shall not be liable  for any  action  taken or  omitted to be taken by it in
good  faith in  accordance  with the  advice  of such  counsel,  accountants  or
experts.

         SECTION 9.5.  Liability of Agent.

         Neither  Agent nor any of its  affiliates  nor any of their  respective
directors, officers, agents or employees shall be liable for any action taken or
not taken by Agent in connection  with any of the Loan  Documents in the absence
of its own gross negligence or willful misconduct.  Neither Agent nor any of its
affiliates nor any of their respective directors,  officers, agents or employees
shall be responsible  for or have any duty to ascertain,  inquire into or verify
(a) any statement, warranty or representation made in connection with any of the
Loan Documents, or any borrowing hereunder, (b) the performance or observance of
any of  the  covenants  or  agreements  of  Borrower  or a  Guarantor,  (c)  the
satisfaction  of any  condition  specified  in Article V., or (d) the  validity,
effectiveness  or  genuineness  of any  of  the  Loan  Documents  or  any  other
instrument or writing furnished in connection herewith or therewith. Agent shall
not  incur  any  liability  by  acting in  reliance  upon any  notice,  consent,
certificate,  statement,  or other writing




                                      -60-


<PAGE>


(which may be a bank  wire,  telex or similar  writing)  believed  by it in good
faith to be genuine or to be signed by the proper party or parties.

         SECTION 9.6.  Indemnification of Agent.

         Lenders  agree to  indemnify  Agent (to the  extent not  reimbursed  by
Borrower and without limiting the obligation of Borrower to do so) in accordance
with  Lenders'  respective  Pro  Rata  Shares,  from  and  against  any  and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever which may at
any time be  imposed  on,  incurred  by, or  asserted  against  Agent in any way
relating to or arising out of the Loan  Documents or any action taken or omitted
by Agent under the Loan Documents;  provided,  however,  that no Lender shall be
liable  for any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs, expenses or disbursements (i) to
the extent arising from Agent's gross  negligence or willful  misconduct or (ii)
if Agent fails to follow the written  direction of the Majority  Lenders  unless
such failure is pursuant to Agent's good faith reliance on the advice of counsel
of which Lenders have received  notice.  Without  limiting the generality of the
foregoing,  each Lender agrees to reimburse  Agent  promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred by
Agent  in  connection  with  the  preparation,  execution,   administration,  or
enforcement  of, or legal advice with respect to the rights or  responsibilities
of the  parties  under,  the Loan  Documents,  to the  extent  that Agent is not
reimbursed  for such expenses by Borrower.  The agreements in this Section shall
survive  the payment of the Loans and all other  amounts  payable  hereunder  or
under the other Loan Documents and the termination of this Agreement.

         SECTION 9.7.  Credit Decision.

         Each Lender  expressly  acknowledges  that neither Agent nor any of its
officers,  directors,  employees, agents,  attorneys-in-fact or other affiliates
has made any  representations  or  warranties  to such Lender and that no act by
Agent  hereinafter  taken,  including  any review of the  affairs of Borrower or
Guarantors,  shall be deemed to  constitute  any  representation  or warranty by
Agent to any Lender.  Each Lender  acknowledges  that it has,  independently and
without  reliance upon Agent, any other Lender or counsel to Agent, and based on
the  financial  statements  of Borrower or Guarantors  and its  affiliates,  its
review of the Loan Documents,  the legal opinions required to be delivered to it
hereunder,  the  advice  of  its  own  counsel  and  such  other  documents  and
information as it has deemed appropriate, made its own credit and legal analysis
and  decision  to enter into this  Agreement  and the  transaction  contemplated
hereby.  Each Lender also acknowledges  that it will,  independently and without
reliance  upon Agent,  any other  Lender or counsel to Agent,  and based on such
review,  advice,  documents and information as it shall deem  appropriate at the
time,  continue to make its own  decisions in taking or not taking  action under
the Loan Documents.  Except for notices,  reports and other documents  expressly
required to be furnished to Lenders by Agent hereunder, Agent shall have no duty
or  responsibility  to provide any Lender  with any credit or other  information
concerning the business, operations,  property, financial and other condition or
creditworthiness  of Borrower,  any Guarantor,  any other Related Company or any
other  Affiliate  thereof which may come into  possession of Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or other affiliates.




                                      -61-


<PAGE>


         SECTION 9.8.  Successor Agent.

         Agent may resign at any time by giving 30 days'  prior  written  notice
thereof,  to Lenders and Borrower.  Agent may be removed as Agent under the Loan
Documents  for good cause  upon 30 days'  prior  written  notice to Agent by the
Supermajority  Lenders.  Upon any such resignation or removal, the Supermajority
Lenders shall have the right to appoint a successor Agent. If no successor Agent
shall  have been so  appointed  by the  Supermajority  Lenders,  and shall  have
accepted such  appointment,  within 30 days after the current  Agent's giving of
notice of  resignation  or the  Supermajority  Lenders'  removal of the  current
Agent,  then the current  Agent may,  on behalf of Lenders,  appoint a successor
Agent,  which shall be a Lender,  if any Lender  shall be willing to serve.  Any
successor  Agent must be a bank (a) whose debt  obligations  (or whose  parent's
debt  obligations) are rated not less than investment grade or its equivalent by
Moody's or not less than  investment  grade or its  equivalent by S&P, (b) which
has total assets in excess of  $10,000,000,000  and (c) so long as no Default or
Event of Default shall have occurred and be continuing, reasonably acceptable to
Borrower.  Upon  the  acceptance  of its  appointment  as Agent  hereunder  by a
successor  Agent,  such successor  Agent shall  thereupon  succeed to and become
vested  with all the rights and duties of the  current  Agent,  and the  current
Agent shall be discharged from its duties and obligations hereunder. The current
Agent  shall at the expense of  Borrower  execute and deliver to such  successor
Agent such instruments of transfer as may be reasonably  necessary to accomplish
such succession.  After any current Agent's resignation  hereunder as Agent, the
provisions of this Article shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent.

         SECTION 9.9.  Titled Parties.

         None of the  Documentation  Agent, the Syndication  Agent nor either of
the Co-Lead Arrangers in such respective  capacities (all such Persons,  "Titled
Parties"),  assumes  any  responsibility  or  obligation  hereunder,  including,
without  limitation,  for  servicing,  enforcement  or  collection of any of the
Loans,  nor any  duties  as an  agent  hereunder  for  Lenders.  The  titles  of
"Documentation Agent",  "Syndication Agent", "Co-Lead Arrangers" and "Joint Book
Managers" are solely honorific and imply no fiduciary responsibility on the part
of any Title Party,  in its respective  capacity as such, to Agent,  Borrower or
any Lender and the use of such titles  does not impose on any such Titled  Party
any duties or obligations  greater than those of any other Lender or entitle any
Titled  Party to any  rights  other  than  those to which  any  other  Lender is
entitled.


                            ARTICLE X. MISCELLANEOUS

         SECTION 10.1.  Notices.

         All notices,  requests and other  communications to any party under the
Loan Documents shall be in writing (including bank wire, facsimile  transmission
or similar writing) and shall be given to such party as follows:




                                      -62-


<PAGE>


         If to Borrower:

                  Security Capital Group Incorporated
                  125 Lincoln Avenue
                  Santa Fe, New Mexico  87501
                  Attention:  Jeffrey A. Klopf
                  Telecopier:  (505) 988-8920
                  Telephone:  (505) 982-9292

                  with a copy to:

                  Security Capital Group Incorporated
                  777 Market Center Avenue
                  El Paso, Texas 79912-8412
                  Attention: Paul E. Szurek
                  Telecopier:  (915) 877-3301
                  Telephone:  (915) 877-6390

                  and to:

                  Mayer, Brown & Platt
                  190 South LaSalle Street
                  Chicago, Illinois 60603
                  Attention:  J. Paul Forrester
                  Telecopier:  (312) 701-7711
                  Telephone:  (312) 701-7366

         If to a Lender or Agent:

                  To such Lender's or Agent's Lending Office

or as to each party at such other  address as such party  shall  designate  in a
written  notice  to the  other  parties.  Each  such  notice,  request  or other
communication  shall be  effective  (a) if given by mail,  72 hours  after  such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as aforesaid or (b) if given by any other means (including facsimile),
when delivered at the applicable address provided for in this Section;  provided
that  notices to Agent under  Article II., and any notice of a change of address
for notices,  shall not be effective until received.  In addition to the Agent's
Lending  Office,  Borrower  shall send copies of the  information  described  in
Section 7.1. to the following address of Agent:




                                      -63-


<PAGE>


                  Wells Fargo Bank, National Association
                  Real Estate Group
                  Koll Center
                  2030 Main Street, Suite 800
                  Irvine, California  92714
                  Attention:  Ms. Cherri Rodgers

         SECTION 10.2.  No Waivers.

         No  failure or delay by Agent or any  Lender in  exercising  any right,
power or privilege under any Loan Document shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies  provided in the Loan Documents  shall be cumulative and not
exclusive of any rights or remedies provided by law.

         SECTION 10.3.  Expenses.

         Borrower will pay on demand all present and future reasonable  expenses
of:

         (a)     Agent in connection with the negotiation,  preparation,
execution, delivery and administration (including reasonable out-of-pocket costs
and expenses incurred in connection with the assignment of Commitments  pursuant
to  Section  10.8.) of this  Agreement,  the  Notes  and each of the other  Loan
Documents,  whenever  the  same  shall  be  executed  and  delivered,  including
appraisers'  fees,  search  fees,  recording  fees and the  reasonable  fees and
disbursements of: (i) Alston & Bird LLP, counsel for Agent, (ii) Locke Liddell &
Sapp LLP,  counsel for The Chase  Manhattan Bank and Chase  Securities  Inc. and
(iii) each local counsel retained by Agent;

         (b)     Agent in connection with the  negotiation,  preparation,
execution  and  delivery  of any  waiver,  amendment  or consent by Agent or any
Lender relating to this Agreement,  the Notes or any of the other Loan Documents
or sales of participations in any Lender's Commitment,  including the reasonable
fees and disbursements of counsel to Agent;

         (c)     Agent and each of Lenders  in  connection  with any
restructuring, refinancing or "workout" of the transactions contemplated by this
Agreement, the Notes and the other Loan Documents, including the reasonable fees
and disbursements of counsel to Agent and any Lender actually incurred;

         (d)     Agent and each of  Lenders,  after the  occurrence  of a
Default or Event of Default, in connection with the collection or enforcement of
the obligations of Borrower or any Guarantor under this Agreement,  the Notes or
any other Loan Document,  including the  reasonable  fees and  disbursements  of
counsel  to Agent or to any  Lender  actually  incurred  if such  collection  or
enforcement is done by or through an attorney;

         (e)     Subject to any  limitation  contained in Section  10.5.,  Agent
and each of Lenders in connection with prosecuting or defending any claim in any
way arising out of, related to, or connected with this  Agreement,  the Notes or
any of the other Loan Documents, including the




                                      -64-


<PAGE>


reasonable  fees and  disbursements  of counsel to Agent or any Lender  actually
incurred and of experts and other consultants retained by Agent or any Lender in
connection therewith;

         (f)     Agent and each of  Lenders,  after the  occurrence  of a
Default or Event of Default,  in  connection  with the  exercise by Agent or any
Lender of any right or remedy granted to it under this  Agreement,  the Notes or
any of the other Loan Documents  including the reasonable fees and disbursements
of counsel to Agent or any Lender actually incurred; and

         (g)     Agent and each of Lenders, to the extent not already covered by
any of the preceding  subsections,  in connection  with any  bankruptcy or other
proceeding of the type described in Sections  8.1.(h) or (i), and the reasonable
fees and  disbursements of counsel to Agent and any Lender actually  incurred in
connection  with  the  representation  of  Agent or such  Lender  in any  matter
relating to or arising out of any such proceeding,  including without limitation
(i) any motion for relief from any stay or similar order,  (ii) the negotiation,
preparation,  execution  and delivery of any document  relating to Agent or such
Lender and (iii) the negotiation  and preparation of any plan of  reorganization
of Borrower or any Guarantor,  whether  proposed by Borrower or such  Guarantor,
Lenders or any other  Person,  and whether  such fees and  expenses are incurred
prior  to,  during  or  after  the   commencement  of  such  proceeding  or  the
confirmation or conclusion of any such proceeding.

         SECTION 10.4.  Stamp, Intangible and Recording Taxes.

         Borrower  will  pay  any  and  all  stamp,  intangible,   registration,
recordation  and similar taxes,  fees or charges and shall  indemnify  Agent and
each Lender  against any and all  liabilities  with respect to or resulting from
any delay in the payment or  omission  to pay any such  taxes,  fees or charges,
which  may be  payable  or  determined  to be  payable  in  connection  with the
execution,  delivery,  recording,  performance or enforcement of this Agreement,
the Notes and any of the other Loan Documents or the perfection of any rights or
Liens thereunder.

         SECTION 10.5.  Indemnification.

         Borrower shall and hereby agrees to indemnify, defend and hold harmless
Agent and each of Lenders and their respective directors,  officers,  agents and
employees from and against (a) any and all losses, claims, damages, liabilities,
deficiencies,  judgments  or  expenses  incurred  by any of them  (except to the
extent that it results from their own gross  negligence  or willful  misconduct)
arising  out  of or by  reason  of any  litigation,  investigations,  claims  or
proceedings  which arise out of or are in any way related to: (i) this Agreement
or any of the other Loan Documents, or the transactions  contemplated hereby and
thereby;  (ii) the making of Loans; (iii) any actual or proposed use by Borrower
of the  proceeds of the Loans;  or (iv) Agent's or Lenders'  entering  into this
Agreement,  the other  Loan  Documents  or any other  agreements  and  documents
relating  hereto,  including,  without  limitation,  amounts paid in settlement,
court costs and the reasonable  fees and  disbursements  of counsel  incurred in
connection with any such litigation,  investigation,  claim or proceeding or any
advice rendered in connection with any of the foregoing and (b) any such losses,
claims, damages,  liabilities,  deficiencies,  judgments or expenses incurred in
connection  with any remedial or other  similar  action  taken by Borrower,  any
Guarantor, Agent or any of Lenders in connection with the required compliance by




                                      -65-


<PAGE>


Borrower,  any  Guarantor  or any of the  other  Subsidiaries,  or any of  their
respective  properties,  with any federal,  state or local Environmental Laws or
other material environmental rules, regulations, orders, directions, ordinances,
criteria or  guidelines.  If and to the extent that the  obligations of Borrower
hereunder are unenforceable  for any reason,  Borrower hereby agrees to make the
maximum  contribution to the payment and satisfaction of such obligations  which
is permissible  under  Applicable Law.  Borrower's  obligations  hereunder shall
survive any  termination  of this Agreement and the other Loan Documents and the
payment  in  full  of the  Obligations,  and  are in  addition  to,  and  not in
substitution of, any other of its other  obligations set forth in this Agreement
and the other Loan Documents.

         SECTION 10.6.  Setoff.

         In addition to any rights now or hereafter granted under Applicable Law
and  not by  way of  limitation  of any  such  rights,  each  Lender  is  hereby
authorized  by  Borrower,  at any time or from time to time,  without  notice to
Borrower or to any other Person,  any such notice being hereby expressly waived,
but subject to receipt of Agent's  prior written  consent  exercised in its sole
discretion,  to set-off  and to  appropriate  and to apply any and all  deposits
(general or special,  including,  but not limited to, indebtedness  evidenced by
certificates   of  deposit,   whether   matured  or  unmatured)  and  any  other
indebtedness  at any time held or owing by such Lender or any  affiliate of such
Lender,  to or for the credit or the account of Borrower  against and on account
of any of the  Obligations  then  due and  owing  after  the  expiration  of any
applicable grace periods.  Nothing  contained herein shall require any Lender to
exercise any such right or shall affect the right of any Lender to exercise, and
retain the  benefits  of  exercising,  any such right with  respect to any other
indebtedness or obligation of Borrower.  Borrower agrees,  to the fullest extent
it  may  effectively  do  so  under   Applicable  Law,  that  any  holder  of  a
participation  in a Note,  whether or not  acquired  pursuant  to the  foregoing
arrangements,  may exercise  rights of setoff or  counterclaim  and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of Borrower in the amount of such participation.

         SECTION 10.7.  Amendments.

         Any consent or approval  required or permitted by this  Agreement or in
any other Loan Document  (other than any agreement  evidencing the fees referred
to in Section  3.1.(d)) to be given by Lenders may be given, and the performance
or  observance  by  Borrower  or any  Guarantor  of any  terms of any such  Loan
Document  or the  continuance  of any  Default or Event of Default may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively) with, but only with, the written consent of the Majority Lenders.
Any provision of this  Agreement or of any other Loan  Document  (other than any
agreement  evidencing the fees referred to in Section 3.1.(d)) may be amended or
otherwise  modified with,  but only with,  the written  consent of Borrower or a
Guarantor,  as  applicable,  and the  Majority  Lenders.  Any  provision  of any
agreement  evidencing the fees referred to in Section  3.1.(d) may be amended or
otherwise modified only in writing by Agent and Borrower, and the performance or
observance  by  Borrower of any terms of any such  agreement  may be waived only
with the written consent of Agent.  Notwithstanding  the foregoing,  none of the
following may be amended or otherwise  modified,  nor may compliance by Borrower
or a Guarantor,  as  applicable  thereunder  or with




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<PAGE>


respect  thereto be waived,  without  the  written  consent of all  Lenders  and
Borrower or such Guarantor, as applicable:  (a) the principal amount of any Loan
(including forgiveness of any amount of principal); (b) the rates of interest on
the Loans and the amount of any  interest  payable on the Loans  (including  the
forgiveness  of any  accrued  but unpaid  interest);  (c) the dates on which any
principal or interest  payable by Borrower  under any Loan  Document is due; (d)
the provisions of this Section;  (e) the Revolving Credit  Termination Date; (f)
the  Termination  Date; (g) the definition of Commitment,  Available Loan Amount
and Unencumbered  Pool Value (and the definitions used in either such definition
and the  percentages  and rates used in the  calculation  thereof);  and (h) the
amount and payment date of any fees.  Notwithstanding the foregoing, none of the
following may be amended or otherwise  modified,  nor may compliance by Borrower
or a Guarantor,  as  applicable  thereunder  or with respect  thereto be waived,
without the written  consent of the  Supermajority  Lenders and Borrower or such
Guarantor,  as applicable:  (i) the definitions of Approved  Issuer,  Qualifying
Securities and  Supermajority  Lenders;  and (ii) the provisions of Section 7.7.
through and including  Section 7.19.  and Section 7.21.  Further,  no amendment,
waiver or consent unless in writing and signed by Agent,  in addition to Lenders
required  hereinabove to take such action,  shall affect the rights or duties of
Agent under this  Agreement or any of the other Loan  Documents.  Any amendment,
waiver or consent  relating to Section  2.14.  or the  obligations  of Swingline
Lender under this  Agreement or any other Loan  Document  shall,  in addition to
Lenders required hereinabove to take such action, require the written consent of
Swingline  Lender.  Further,  no Guarantor  shall be released  from the Guaranty
(except as permitted by Section 10.14.(b)), nor shall the Guaranty be terminated
(except as expressly permitted by the terms thereof),  unless all of the Lenders
consent  thereto in writing.  No waiver shall extend to or affect any obligation
not  expressly  waived or  impair  any right  consequent  thereon.  No course of
dealing or delay or  omission  on the part of any Lender or Agent in  exercising
any right shall operate as a waiver thereof or otherwise be prejudicial thereto.
No notice to or demand upon Borrower shall entitle  Borrower to other or further
notice or demand in similar or other circumstances.

         SECTION 10.8.  Successors and Assigns.

         (a)     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  Borrower may not assign or otherwise  transfer any of its
rights under this Agreement without the prior written consent of all Lenders.

         (b)     Any  Lender  may at any time  grant  to one or more  banks or
other financial  institutions  which are not affiliates of, or otherwise related
in any way to,  Borrower or any Guarantor (each a  "Participant")  participating
interests in its Commitment or the Obligations  owing to such Lender;  provided,
however, (i) no Lender may grant a participating interest in its Commitment,  or
if the Commitments have been  terminated,  the aggregate  outstanding  principal
balance of Notes held by it, in an amount less than  $10,000,000  and (ii) after
giving  effect to any such  participation  by Agent in its capacity as a Lender,
the amount of its Commitment,  or if the Commitments have been  terminated,  the
aggregate outstanding principal balance of Notes held by it, in which it has not
granted any  participating  interests  must be at least  $10,000,000.  Except as
otherwise  provided in Section 10.6.,  no  Participant  shall have any rights or
benefits under this




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Agreement or any other Loan Document. In the event of any such grant by a Lender
of  a  participating  interest  to  a  Participant,  such  Lender  shall  remain
responsible for the performance of its obligations  hereunder,  and Borrower and
Agent shall  continue to deal solely and directly with such Lender in connection
with such Lender's  rights and obligations  under this Agreement.  Any agreement
pursuant  to which any  Lender  may grant such a  participating  interest  shall
provide  that such  Lender  shall  retain the sole right and  responsibility  to
enforce the obligations of Borrower hereunder including, without limitation, the
right to approve any amendment,  modification or waiver of any provision of this
Agreement; provided, however, such Lender may agree with the Participant that it
will not,  without the consent of the  Participant,  agree to (i)  increase,  or
except as contemplated  by Section 2.10.,  extend the term or extend the time or
waive any  requirement  for the  reduction  or  termination  of,  such  Lender's
Commitment,  (ii)  extend the date  fixed for the  payment  of  principal  of or
interest on the Loans or portions thereof owing to such Lender, (iii) reduce the
amount  of any such  payment  of  principal,  or (iv)  reduce  the rate at which
interest  is payable  thereon.  An  assignment  or other  transfer  which is not
permitted by  subsection  (c) or (d) below shall be given effect for purposes of
this  Agreement  only to the  extent  of a  participating  interest  granted  in
accordance with this subsection (b).

         (c)     Any Lender may with the prior written consent of Agent and, so
long as no Event of Default  shall have  occurred  and be  continuing,  Borrower
(which consent,  in each case,  shall not be unreasonably  withheld) at any time
assign  to one or more  Eligible  Assignees  which  are not  affiliates  of,  or
otherwise  related in any way to, Borrower or any Guarantor (each an "Assignee")
all or a portion of its  rights and  obligations  under this  Agreement  and the
Notes;  provided,  however,  (i) no such  consent by  Borrower or Agent shall be
required in the case of any  assignment  to another  Lender or any  affiliate of
such Lender or another Lender; (ii) any partial assignment shall be in an amount
at least equal to  $10,000,000  and after giving effect to such  assignment  the
assigning  Lender  retains  a  Commitment,  or  if  the  Commitments  have  been
terminated, holds Notes having an aggregate outstanding principal balance, of at
least $10,000,000;  and (iii) each such assignment shall be effected by means of
an Assignment  and  Acceptance  Agreement.  Upon  execution and delivery of such
instrument and payment by such Assignee to such  transferor  Lender of an amount
equal to the purchase  price  agreed  between  such  transferor  Lender and such
Assignee,  such Assignee  shall be deemed to be a Lender party to this Agreement
and shall have all the rights and  obligations  of a Lender with a Commitment as
set forth in such Assignment and Acceptance Agreement, and the transferor Lender
shall be released from its obligations  hereunder to a corresponding extent, and
no  further  consent  or  action  by any  party  shall  be  required.  Upon  the
consummation  of any assignment  pursuant to this subsection (c), the transferor
Lender, Agent and Borrower shall make appropriate arrangements so that new Notes
are issued to the  Assignee  and such  transferor  Lender,  as  appropriate.  In
connection with any such assignment, the transferor Lender shall pay to Agent an
administrative fee for processing such assignment in the amount of $3,000.

         (d)     In addition to the assignments and  participations  permitted
under the foregoing provisions of this Section, any Lender may assign and pledge
all or any  portion of its Loans and its Notes to any  Federal  Reserve  Bank as
collateral  security pursuant to Regulation A and any Operating  Circular issued
by such  Federal  Reserve  Bank,  and  such  Loans  and  Notes  shall  be




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<PAGE>


fully  transferable as provided  therein.  No such assignment  shall release the
assigning Lender from its obligations hereunder.

         (e)     A Lender may  furnish any  information  concerning  any
Guarantor,  Borrower or any of its Subsidiaries in the possession of such Lender
from time to time to Assignees and Participants (including prospective Assignees
and Participants).

         (f)     Anything in this Section to the contrary notwithstanding, no
Lender may assign or  participate  any interest in any Loan held by it hereunder
to  any  Guarantor,   Borrower  or  any  of  their   respective   affiliates  or
Subsidiaries.

         SECTION 10.9.  Governing Law.

         THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF GEORGIA  APPLICABLE  TO CONTRACTS  EXECUTED,  AND TO BE
FULLY PERFORMED, IN SUCH STATE.

         SECTION 10.10.  Litigation.

         (a)     EACH PARTY  HERETO  ACKNOWLEDGES  THAT ANY  DISPUTE OR
CONTROVERSY BETWEEN OR AMONG BORROWER, AGENT OR ANY OF LENDERS WOULD BE BASED ON
DIFFICULT  AND  COMPLEX  ISSUES  OF LAW AND FACT AND THAT A TRIAL BY JURY  COULD
RESULT IN  SIGNIFICANT  DELAY AND EXPENSE.  ACCORDINGLY,  TO THE FULLEST  EXTENT
PERMITTED BY APPLICABLE  LAW, EACH OF LENDERS,  AGENT AND BORROWER HEREBY WAIVES
TRIAL BY JURY IN ANY ACTION OR  PROCEEDING OF ANY KIND OR NATURE IN ANY COURT OR
TRIBUNAL IN WHICH AN ACTION MAY BE COMMENCED BY OR AGAINST  BORROWER ARISING OUT
OF THIS  AGREEMENT,  THE NOTES OR ANY OTHER  LOAN  DOCUMENT  OR BY REASON OF ANY
OTHER CAUSE OR DISPUTE  WHATSOEVER  BETWEEN OR AMONG  BORROWER,  AGENT OR ANY OF
LENDERS OF ANY KIND OR NATURE.

         (b)     BORROWER, AGENT AND EACH LENDER EACH HEREBY AGREES THAT THE
FEDERAL DISTRICT COURT OF THE NORTHERN  DISTRICT OF GEORGIA OR, AT THE OPTION OF
AGENT,   ANY  STATE  COURT  LOCATED  IN  FULTON   COUNTY,   GEORGIA  SHALL  HAVE
NON-EXCLUSIVE  JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
OR AMONG BORROWER, AGENT OR ANY OF LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO
THIS  AGREEMENT,  THE NOTES OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER  ARISING
HEREFROM OR  THEREFROM.  BORROWER  EXPRESSLY  SUBMITS AND CONSENTS IN ADVANCE TO
SUCH  JURISDICTION  IN ANY ACTION OR  PROCEEDING  COMMENCED IN SUCH COURTS.  THE
CHOICE OF FORUM SET FORTH IN THIS  SECTION  SHALL NOT BE DEEMED TO PRECLUDE  THE
BRINGING OF ANY ACTION BY AGENT OR ANY LENDER OR THE ENFORCEMENT BY AGENT OR ANY
LENDER  OF  ANY  JUDGMENT  OBTAINED  IN  SUCH  FORUM  IN ANY  OTHER  APPROPRIATE
JURISDICTION.  FURTHER,  BORROWER  IRREVOCABLY  WAIVES,  TO




                                      -69-


<PAGE>


THE FULLEST EXTENT  PERMITTED BY APPLICABLE  LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH  PROCEEDING  BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING  BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM.

         (c) THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES  THEREOF,  AND SHALL SURVIVE
THE PAYMENT OF THE LOANS AND ALL OTHER  AMOUNTS  PAYABLE  HEREUNDER OR UNDER THE
OTHER LOAN DOCUMENTS AND THE TERMINATION OF THIS AGREEMENT.

         SECTION 10.11.  Counterparts; Integration.

         This  Agreement  may be signed in any number of  counterparts,  each of
which shall be an original,  with the same effect as if the  signatures  thereto
and hereto were upon the same  instrument.  This  Agreement,  together  with the
other Loan Documents,  constitutes the entire agreement and understanding  among
the  parties   hereto  and   supersedes   any  and  all  prior   agreements  and
understandings, oral or written, relating to the subject matter hereof.

         SECTION 10.12.  Notice of Final Agreement.

         THIS AGREEMENT  REPRESENTS THE FINAL AGREEMENT  BETWEEN THE PARTIES AND
MAY NOT BE  CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN
THE PARTIES.

         SECTION 10.13.  Invalid Provisions.

         Any  provision of this  Agreement or any other Loan  Document held by a
court of competent  jurisdiction to be illegal,  invalid or unenforceable  shall
not invalidate the remaining provisions of such Loan Document which shall remain
in full  force and  effect  and the  effect  thereof  shall be  confined  to the
provision held invalid or illegal.

         SECTION 10.14.  Additional Guarantors; Release of Guarantors.

         (a)     Additional   Guarantors.   Any  wholly-owned  direct  or
indirect  Subsidiary  of Borrower may become a Guarantor by  delivering to Agent
each  of the  following:  (i) an  Accession  Agreement  duly  executed  by  such
Subsidiary  and (ii) the items  that would have been  delivered  under  Sections
5.1.(d), (e), and (k) through (n) if such Subsidiary had been a Guarantor on the
date hereof.

         (b)     Release of Guarantors. If a Guarantor no longer owns any
Securities that are Unencumbered Pool Securities and is not required to guaranty
the Obligations  under Section 7.18.,  then upon the written request of Borrower
to Agent and so long as no Default or Event of Default  shall have  occurred and
be continuing, Agent shall release such Guarantor from




                                      -70-


<PAGE>


the Guaranty. To evidence such release,  Agent agrees to execute and deliver, at
the sole  cost and  expense  of  Borrower,  such  instruments  as  Borrower  may
reasonably request.

         SECTION 10.15.  No Novation.

         THE PARTIES HERETO HAVE ENTERED INTO THIS AGREEMENT SOLELY TO AMEND AND
RESTATE THE TERMS OF THE EXISTING  CREDIT  AGREEMENT.  THE PARTIES DO NOT INTEND
THIS  AGREEMENT  NOR  THE  TRANSACTIONS  CONTEMPLATED  HEREBY  TO BE,  AND  THIS
AGREEMENT AND THE TRANSACTION  CONTEMPLATED HEREBY SHALL NOT BE CONSTRUED TO BE,
A NOVATION OF ANY OF THE  OBLIGATIONS  OWING BY BORROWER  UNDER OR IN CONNECTION
WITH THE  EXISTING  CREDIT  AGREEMENT  OR ANY OF THE OTHER  LOAN  DOCUMENTS  (AS
DEFINED IN THE EXISTING CREDIT AGREEMENT). THE PARTIES AGREE THAT (A) ALL OF THE
LOAN  DOCUMENTS  (AS DEFINED IN THE EXISTING  CREDIT  AGREEMENT)  NOT  OTHERWISE
TERMINATED OR AMENDED AND RESTATED IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT CONSTITUTE, AND SHALL BE DEEMED TO BE, LOAN DOCUMENTS; (B) ALL
SUCH LOAN DOCUMENTS REMAIN IN FULL FORCE AND EFFECT AND (C) ANY REFERENCE TO THE
EXISTING  CREDIT  AGREEMENT IN ANY SUCH LOAN  DOCUMENTS  SHALL BE DEEMED TO BE A
REFERENCE TO THIS AGREEMENT.

                         [Signatures on Following Pages]














                                      -71-


<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amended and
Restated  Credit  Agreement to be duly executed by their  respective  authorized
officers as of the day and year first above written.

                                            SECURITY CAPITAL GROUP INCORPORATED


                                            By:_________________________________
                                                 Name:__________________________
                                                 Title:_________________________











                       [Signatures Continued on Next Page]




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                                  SCHEDULE 1.1

                               Initial Guarantors


Alston Holdings SARL (f/k/a Security Capital Holdings Investment I SARL)
Barcelona Holdings SARL (f/k/a Security Capital Holdings Investment II SARL)
Coventry Holdings SARL (f/k/a Security Capital Holdings Investment III SARL)
Dublin Holdings SARL (f/k/a Security Capital Holdings Investment IV SARL)
Edinburgh Holdings SARL (f/k/a Security Capital Holdings Investment V SARL)
Frankfurt Holdings SARL (f/k/a Security Capital Holdings Investment VI SARL)
Geneva Holdings SARL (f/k/a Security Capital Holdings Investment VII SARL)
Helsinki Holdings SARL (f/k/a Security Capital Holdings Investment VIII SARL)
Istanbul Holdings SARL (f/k/a Security Capital Holdings Investment IX SARL)
Johnstone Holdings SARL (f/k/a Security Capital Holdings Investment X SARL)
Kirkwall Holdings SARL (f/k/a Security Capital Holdings Investment XI SARL)
Libson Holdings SARL (f/k/a Security Capital Holdings Investment XII SARL)
Madrid Holdings SARL (f/k/a Security Capital Holdings Investment XIII SARL)
Arden Square Holdings SARL (f/k/a Security Capital Shopping Center I SARL)
Blossom Valley Holdings SARL (f/k/a Security Capital Shopping Center II SARL)
Cooper Street Plaza Holdings SARL (f/k/a Security Capital Shopping Center III
  SARL)
Dallas Holdings SARL (f/k/a Security Capital Shopping Center IV SARL)
El Camino Holdings SARL (f/k/a Security Capital Shopping Center V SARL)
Friars Mission Holdings SARL (f/k/a Security Capital Shopping Center VI SARL)
Security Capital Office Portfolio SARL
Security Capital Storage Portfolio SARL
Sheffield Holdings SARL (f/k/a Security Capital Holdings Investment XIV SARL)
Redondo Village Holdings SARL (f/k/a Security Capital Shopping Center VII SARL)