CREDIT AGREEMENT

                                 among

                  COLONIAL REALTY LIMITED PARTNERSHIP

                              as Borrower

                                  and

           COLONIAL PROPERTIES TRUST and COLONIAL PROPERTIES
                         HOLDING COMPANY, INC.

                             as Guarantors

                                  and

                     THE LENDERS IDENTIFIED HEREIN

                                  and

                 SOUTHTRUST BANK, NATIONAL ASSOCIATION

                               as Agent

                       DATED AS OF JULY 10, 1997












<PAGE>

                           TABLE OF CONTENTS

                                                                   Page


ARTICLE 1. DEFINITIONS    6

ARTICLE 2.  REVOLVING LOAN     16
      2.1. Disbursement of Revolving Advances  16
      2.2. The Revolving Notes 17
      2.3. Payments  17
      2.4. Interest Rate  17
      2.5. Prepayment18
      2.6. Fees 18
      2.7. Termination by Borrower of the Revolving Loan 18
      2.8. Term and Term-Out Period Payments   18
      2.9. Procedure for Revolving Advances Under Revolving Loan   19
      2.10.Lenders' Obligations Several   20

ARTICLE 2A. LETTER OF CREDIT  SUBFACILITY 20  2A.1.Issuance  and  Maintenance of
      Letters  of  Credit  20  2A.2  Reimbursement  Obligation  of  Borrower  20
      2A.3.Commissions  and Fees. 21  2A.4.Reimbursement  Obligation Absolute 21
      2A.5.Surrender of Letter of Credit 21

ARTICLE 2B. COMPETITIVE BID SUBFACILITY.  22
      2B.1.Competitive Bid Option   22
      2B.2.Competitive Bid Quote Request  22
      2B.3.Invitation for Competitive Bid Quotes    22
      2B.4.Submission and Contents of Competitive Bid Quotes. 23
      2B.5.Notice to Borrower. 24
      2B.6.Acceptance and Notice by Borrower   24
      2B.7.Interest Rate and Payments     24
      2B.8.Prepayment24
      2B.9.Fees 24

ARTICLE 2C.  SWING LOAN   25
      2C.1.Disbursement of Swing Loan Advances 25
      2C.2.The Swing Loan Note 25
      2C.3.Payments  25
      2C.4.Interest Rate  25
      2C.5.Prepayment25
      2C.6.Termination by Borrower of the Swing Loan25
      2C.7.Procedure for Swing Loan Advances.  26

ARTICLE 2D.  GENERAL  PROVISIONS  RELATING TO ALL LOANS AND LETTERS OF CREDIT 26
      2D.1.Interest  Calculation;  Late  Charge;  Default  Rate.  26 2D.2.Use of
      Proceeds27   2D.3.Place,   Manner,   Time  and  Extension  of  Payment  27
      2D.4.Obligation to Pay Loans Absolute 27  2D.5.Application  of Payments 27
      2D.6.Capital  Adequacy 29  2D.7.Inability  to Determine  Interest  Rate 30
      2D.8.Increased Costs30

ARTICLE 3.  GUARANTY 31
      3.1. Guaranty of Payment 31
      3.2. Obligations Unconditional31
      3.3. Modifications  32
      3.4. Waiver of Rights    32
      3.5. Reinstatement  32
      3.6. Remedies  33

ARTICLE  4.  CONDITIONS  PRECEDENT  TO  MAKING  ADVANCES,   SWING  LOAN
      ADVANCES, OR ISSUING LETTERS OF CREDIT   33

ARTICLE 5.  REPRESENTATIONS AND WARRANTIES     35
      5.1. Existence, Power and Qualification. 35
      5.2. Authority to Borrow Hereunder. 35
      5.3. Due Execution and Enforceability    35
      5.4. No Conflict    36
      5.5. Material Claims36
      5.6. Financial Statements Accurate  36
      5.7. No Defaults or Restrictions    36
      5.8. Payment of Taxes    36
      5.9. Necessary Permits, Etc.  36
      5.10.Regulation U   36
      5.11.Title to Assets37
      5.12.Compliance with Applicable Environmental Law  37
      5.13.Disclosure37
      5.14.Controlled Companies38
      5.15.Insolvency38
      5.16.ERISA38
      5.17.Existing Debt  38

ARTICLE 6. AFFIRMATIVE COVENANTS    38
      6.1. Payment of Loans and Reimbursement Obligation;  Maintenance
           of Maximum Borrowing Base38
      6.2. Insurance 39
      6.3. Maintenance of Existence 39
      6.4. Compliance with Laws; Payment of Claims  39
      6.5. Accrual and Payment of Taxes   39
      6.6. Maintenance of Properties39
      6.7. Other Indebtedness  39
      6.8. Examination and Visitation By Lenders.   40
      6.9. Accounting Records  40
      6.10.Maintenance of Permits, Etc.   40
      6.11.Conduct Business    40
      6.12.Correction of Defect, Etc.     40
      6.13.Financial and Other Information     40
      6.14.Compliance Certificate   41
      6.15.Employee Plan Reports and Notices   42
      6.16.Ownership 42
      6.17.     REIT Status    42
      6.18.Ratings   42
      6.19.Registration of Stock of CPT   42
      6.20.Key Officers   42
      6.21.Environmental Laws  42
      6.22.Addition/Removal of Properties to/from the Pool    43

ARTICLE 7.  NEGATIVE COVENANTS 44
      7.1. Debt.44
      7.2. Merger, Consolidation, Etc.    44
      7.3. Sale or Disposition of Substantially All Assets    44
      7.4. Other Disposition of Assets    44
      7.5. ERISA Funding and Termination  44
      7.6. Transactions with Affiliates   44
      7.7. Distributions. 45
      7.8. Financial Covenants 45
      7.9. Change in Business  45
      7.10.Changes in Accounting; Fiscal Year  46

ARTICLE 8.  EVENTS OF DEFAULT AND REMEDIES     46
      8.1. Events of Default   46
      8.2. Remedies  47


ARTICLE 9.  AGENCY PROVISIONS  48
      9.1. Appointment    48
      9.2. Delegation of Duties49
      9.3. Exculpatory Provisions   49
      9.4. Reliance on Communications     49
      9.5. Notice of Default; Default by Credit Parties  50
      9.6. Non-Reliance on Agent and Other Lenders  50
      9.7. Indemnification51
      9.8. Agent in Its Individual Capacity    51
      9.9. Successor Agent52
      9.10  Reimbursement of Expenses.    52

ARTICLE 10.  PARTICIPATIONS, ASSIGNMENTS, AND SETOFF     52
      10.1.Participations 52
      10.2.Assignment53
      10.3.     Right to Purchase   54
      10.4. Setoff   55

ARTICLE 11.  GENERAL PROVISIONS     55
      11.1.Notices   55
      11.2.Amendments, Waiver, and Consents    55
      11.3.Defaulting Lender   56
      11.4.Consent of Lenders  57
      11.5.Other Loans by Lenders to Credit Parties 57
      11.6.Time 57
      11.7.No Control By Lenders    57
      11.8.No Waiver By Lenders, Etc.     57
      11.9.Lenders' Expenses   57
      11.10.    GAAP 58
      11.11.    Number and Gender   58
      11.12.    Headings  58
      11.13.    Survival of Covenants, Etc.    58
      11.14.    Successors and Assigns.   58
      11.15.    Severability of Provisions     58
      11.16.    Entire Agreement, Counterparts 59
      11.17.    Trustees Not Liable for Obligations of CPT    59
      11.18.    Certain Provisions  59
      11.19.   Controlling Law; Consent to Venue    59
      11.20.    Waiver of Jury Trial.     59

LIST OF EXHIBITS AND SCHEDULES 64

                           CREDIT AGREEMENT

      THIS CREDIT  AGREEMENT  (this  "Agreement")  dated as of July 10, 1997, is
among  COLONIAL  REALTY  LIMITED  PARTNERSHIP,  a Delaware  limited  partnership
("Borrower" or "CRLP");  COLONIAL  PROPERTIES  TRUST,  an Alabama trust ("CPT"),
COLONIAL PROPERTIES HOLDING COMPANY,  INC., an Alabama corporation  ("CPHC", and
together  with CPT,  the  "Guarantors"),  the Lenders (as defined  herein),  and
SOUTHTRUST  BANK,   NATIONAL   ASSOCIATION,   a  national  banking   association
("SouthTrust"), as Agent for the Lenders.

                           R E C I T A L S:

      Credit Parties have  requested that Lenders make a $200,000,000  revolving
credit  facility  to  Borrower,  and  Lenders  have  agreed,  on the  terms  and
conditions hereinafter set forth.


                              AGREEMENT:

      NOW, THEREFORE, the parties agree as follows:

                        ARTICLE 1. DEFINITIONS

      In  addition  to the terms  defined  in the  introductory  paragraph,  the
following terms shall have the following respective meanings:

      "Advance"  means  a  Revolving   Advance  or  a  Competitive  Bid
Advance, as the case may be.

      "Affiliate" means any Person which,  directly or indirectly,  controls, or
is controlled by, or is under common control with,  another Person. For purposes
of this definition,  "control" (including,  with correlative meanings, the terms
"controlled by" and "under common control with"),  as used with any person means
the  possession,  directly  or  indirectly,  of the power to direct or cause the
direction  of the  management  and policies of such Person  whether  through the
ownership of voting securities or by contract or otherwise.

      "Agent" means  SouthTrust  Bank,  National  Association  (or any successor
thereto), or any successor agent appointed pursuant to Section 9.9.

      "Agent Fee" means $60,000.

      "Aggregate  Commitment" means $200,000,000,  subject to being decreased as
set forth in Section 2.8.

      "Agreement" or "Credit  Agreement"  means this Agreement,  as the same may
hereafter be modified or amended.

      "Applicable  Environmental  Law"  means  any  statutory  law or  case  law
pertaining  to health or the  environment,  or  petroleum  products,  or oil, or
hazardous   substances,   including   without   limitation   the   Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as codified at
42 U.S.C. ss. 9601 et. seq.; the Resource Conservation and Recovery Act of 1976,
as amended, as codified at 42 U.S.C. ss. 6901 et seq.; the Superfund  Amendments
and Reauthorization Act of 1986, as codified at 42 U.S.C. ss. 9671, et seq.; and
any state or local law, regulation or ordinance pertaining to such matters.

      "Base  Rate"  means  the  rate  of  interest   designated   by  SouthTrust
periodically  as its Base Rate. The Base Rate is not necessarily the lowest rate
charged by SouthTrust.

      "Borrowing  Date"  means the date an Advance  is to be  disbursed
hereunder.

      "Business  Day" means any day (other than a Saturday or Sunday) upon which
banks are open for business in  Birmingham,  Alabama,  provided that such day is
also a day on which the Federal Reserve is also open for business;  and provided
further, that for purposes of determining the LIBOR Rate, such day is also a day
on which dealings in U.S. Dollars are carried on in the London interbank market.

      "Capitalization Rate" shall mean 9.50% for multifamily Properties,  10.00%
for strip shopping  centers,  9.50% for Brookwood  Mall,  9.50% for  Briarcliffe
Mall,  8.00% for Macon Mall,  9.00% for Village Mall, 8.75% for River Oaks Mall,
and 10.00% for office  complexes,  as such rates may be  adjusted  by Lenders on
each anniversary of the Closing Date based upon then current market  conditions.
Agent shall give Borrower  prompt  written notice of any such  adjustments.  The
Capitalization Rate for any shopping mall subsequently  acquired by the Borrower
will be set at the time of such acquisition.

      "Cash Management  Agreements"  means that certain Cash Management  Service
Agreement  dated November 16, 1994 between  Borrower and SouthTrust and exhibits
thereto providing for Automatic Loan Adjustment Service,  Account  Reconcilement
Service,  Controlled  Disbursement  Service,  SouthLink  Service,  Zero  Balance
Account Service,  and Automated Clearing House Service,  and any agreement given
in renewal of, substitution for, or as a supplement to, any of the foregoing, or
any  agreement  entered  into  by  Borrower  relating  to  its  cash  management
arrangements with SouthTrust.

      "Closing Date" means the date of this Agreement.

      "Commitment" means for each Lender,  such Lender's committed dollar amount
of the Revolving Loan, as set forth in Schedule 1.1.

      "Commitment Fee" means a commitment fee equal to fifteen (15) basis points
of the Aggregate Commitment.

      "Commitment  Percentage" means, for each Lender, the percentage identified
as its  Commitment  Percentage  on  Schedule  1.1.,  as such  percentage  may be
adjusted as set forth herein.

      "Commitment Period" means the period of time during which Lenders shall be
committed to make Advances to Borrower and SouthTrust shall be obligated to make
Swing Loan  Advances to  Borrower,  and shall be from the Closing Date until the
Commitment Termination Date.

      "Commitment  Termination  Date"  means  the first to occur of (i) the date
that  Lenders,  by reason of an Event of Default,  suspend the making of further
Advances, or SouthTrust,  by reason of Event of Default,  suspends the making of
Swing  Loan  Advances,  (ii)  the  Maturity  Date,  or (iii)  the date  that the
Revolving Loan is terminated by Borrower as provided in Section 2.7. hereof.

      "Competitive  Bid Advance" means an advance by a Lender  pursuant
to Article 2B.

      "Competitive  Bid Loan"  means a loan  made by some or all of the  Lenders
pursuant to Article 2B. hereof, together with accrued interest thereon and other
agreed charges as shall be outstanding at any given time.

      "Competitive Bid Note" means a promissory note in  substantially  the form
of  Exhibit  A  attached  hereto,  with  appropriate  insertions,  evidencing  a
Competitive  Bid Loan,  duly executed and delivered to Agent by Borrower for the
account of a Lender and payable to the order of such Lender,  together  with any
renewals, extensions, modifications, or amendments to such promissory note.

      "Competitive Bid Quote" means a Competitive Bid Quote in substantially the
form of Exhibit B attached hereto,  completed and delivered by a Lender to Agent
in accordance with Section 2B.4.

      "Competitive  Bid Quote  Request" means  Competitive  Bid Quote Request in
substantially the form of Exhibit C attached hereto,  completed and delivered by
Borrower to Agent in accordance with Section 2B.2.

      "Compliance  Certificate"  means the  certificate in the form of Exhibit E
hereto  completed  and delivered by Credit  Parties to Agent in accordance  with
Section 6.14.

      "Corporate  Recurring  Income" means  recurring  income received by one or
more  Subsidiaries of any of the Credit Parties for sales  commissions,  leasing
fees, and management fees relating to any property not owned by a Credit Party.

      "Conversion  Date"  means the first day after the last day of the
Revolver Period.

      "Credit  Documents"  means  collectively  this Agreement,  the Notes,  the
Letters of Credit, the Letters of Credit Agreements,  and any other documents or
instruments  now  or  hereafter  executed  by  Borrower  or  others  evidencing,
securing, or relating to the Loans or the Letters of Credit.

      "Credit   Parties"   means,   collectively,   the   Borrower  and
Guarantors.

      "Credit  Party  Obligations"  means all of the  obligations  of the Credit
Parties to SouthTrust,  the Lenders and the Agent, whenever arising,  under this
Credit Agreement, the Notes, or any of the other Credit Documents.

      "Debt" shall mean the total indebtedness of Credit Parties,  determined in
accordance with GAAP.

      "Default"  means any event which will  constitute an Event of Default with
the lapse of time, giving of notice or both.

      "Default  Rate"  means a per annum rate of  interest  equal to two percent
(2%) in excess of the Base Rate.

      "Defaulting Lender" means, at any time, any Lender that, (a) has failed to
pay to Agent  or any  Lender  its  Commitment  Percentage  of any  Advance  made
pursuant  to the  terms of this  Credit  Agreement  or any of the  other  Credit
Documents  (but only for so long as such amount has not been  repaid) or (b) has
been  deemed  insolvent  or has become  subject to a  bankruptcy  or  insolvency
proceeding or to a receiver, trustee, or similar official.

      "EBITDA"  shall mean net  operating  income of the Credit  Parties for the
immediately  preceding fiscal quarter on an annualized basis (or, in the case of
enclosed mall retail properties,  the most immediately preceding four (4) fiscal
quarters)  before  extraordinary  items  (including  gains or  losses  from debt
restructuring  and sales of  properties),  equity in earnings of  Unconsolidated
Subsidiaries and minority interest in earnings, plus (without redundancy) Credit
Parties'   pro-rata   share  of  net   operating   income  from   Unconsolidated
Subsidiaries.  For purposes  hereof,  operating  expenses shall exclude Interest
Expense, depreciation, amortization or income tax expense, but shall include (i)
accruals  of those  expenses  (including,  but not  limited  to,  insurance  and
property  taxes)  to the  extent  such  expenses  are not paid on a  monthly  or
quarterly basis, (ii) an imputed management fee expense for all Properties equal
to three percent (3%) of Effective Gross Income, and (iii) an imputed reserve of
$200 per unit per annum for  multifamily  Properties  and of 20(cent) per square
foot per annum for retail and office Properties.

      "Effective  Gross Income" shall mean all collected  rental income from all
Properties, plus other reoccurring Property income.

      "Employee Plan" means any plan subject to Title IV of ERISA and maintained
in whole or in part for employees of Credit Parties.
      "ERISA"  means  the  Employee  Retirement  Income  Security  Act of  1974,
together with all amendments  from time to time thereto,  including any rules or
regulations promulgated thereunder.
      "Event of Default"  means the events  described  in Section  8.1.
hereof.

      "Facility  Fee"  means a facility  fee equal to ten (10) basis  points per
annum of each Lender's  average  unfunded  portion of such Lender's  Commitment,
payable monthly in arrears.  For purposes of calculating the unfunded portion of
a Lender's Commitment for any month, such Lender's Commitment  Percentage of any
unexpired  Letters of Credit and any  Competitive  Bid Loans made by such Lender
will be considered  outstanding  loans.  Such  Competitive Bid Loans will not be
considered  outstanding  loans for purposes of computing the unfunded portion of
any other Lender's Commitment.  Attached hereto as Schedule 1.2 is an example of
the method of calculating the Facility Fee.

      "Fixed  Charges"  shall  mean  the sum of the  following  amounts  for the
immediately  preceding  fiscal  quarter on an  annualized  basis:  (i)  Interest
Expense, (ii) debt amortization  (including accruals of debt amortization to the
extent not paid on a monthly or  quarterly  basis and Credit  Parties'  pro-rata
share of debt amortization from  Unconsolidated  Subsidiaries) and (iii) capital
expenditures  in an amount equal to five percent (5%) of Funds From  Operations,
plus Credit Parties' amortized leasing  commissions and tenant  improvements and
Credit  Parties'  pro-rata  share of amortized  leasing  commissions  and tenant
improvements from Unconsolidated Subsidiaries.

      "Funds  From  Operations"  shall mean  EBITDA  less  Interest  Expense and
amortization of debt financing costs.

      "GAAP"  means,  as  in  effect  from  time  to  time,  generally  accepted
accounting principles consistently applied with respect to a Person conducting a
business the same as or similar to that of Credit Parties.

      "GAV"  shall mean the sum of  (without  redundancy)  (i)  EBITDA  from all
Properties which have not been acquired within the applicable  reporting period,
capitalized at the appropriate  Capitalization  Rate,  (ii) Corporate  Recurring
Income less corporate general and  administrative  expenses,  net of the imputed
management fee included in the definition of EBITDA, all capitalized at eighteen
percent  (18%),  (iii)  Gross  Book  Value of  Properties  acquired  during  the
applicable  reporting  period,  and (iv)  recorded  value of land and  remaining
tangible assets, as determined in accordance with GAAP.

      "Gross Book Value" means the value of an asset as recorded in the books of
Credit Parties, as determined in accordance with GAAP, before depreciation.

      "Interest  Expense"  shall  mean,  for the  immediately  preceding  fiscal
quarter on an annualized basis, all interest expense of the Credit Parties, plus
(without   redundancy)   (i)  the   pro-rata   share  of  interest   expense  in
Unconsolidated  Subsidiaries,  (ii) capitalized interest, and (iii) all accrued,
or paid interest  incurred on any  obligation  for which the Credit  Parties are
wholly or partially  liable under  repayment,  interest  carry,  or  performance
guarantees, or other relevant liabilities.

      "Internal Revenue Code" means the Internal Revenue Code of 1986,  together
with  all  amendments  from  time  to  time  thereto,  including  any  rules  or
regulations promulgated thereunder.

      "Invitation   for   Competitive   Bid  Quotes"  means  an  Invitation  for
Competitive Bid Quotes substantially in the form of Exhibit D hereto,  completed
and delivered by Agent to Lenders in accordance with Section 2B.3.

      "Lender"  means  any  of  the  Persons  identified  as a  "Lender"  on the
signature  pages  hereto,  and any  Person  which may  become a Lender by way of
assignment in accordance with the terms hereof,  together with their  successors
and permitted assigns.

      "Letter(s)  of Credit"  means any  irrevocable  Letter of Credit issued by
Agent for the account of the Borrower, and all renewals and replacements of such
Letters of Credit, in the aggregate amount of up to $15,000,000  available to be
drawn from time to time, for the benefit of the beneficiaries named therein.

      "Letter of Credit  Agreement(s)"  means an  Application  and Agreement for
Standby  Letter of Credit  executed by Borrower  with respect to the issuance of
any Letter of Credit.  To the extent that the provisions of any Letter of Credit
Agreement are  inconsistent  with the terms of this Agreement,  the terms hereof
shall control;  otherwise, all terms and conditions of any such Letter of Credit
Agreement  shall  be  binding  upon and  enforceable  against  Borrower  and are
expressly  incorporated  herein  by  this  reference  and  made a part  of  this
Agreement.

      "Letter of Credit  Fee" means the fee  payable by  Borrower  to Agent with
respect to the issuance of a Letter of Credit pursuant to Section 2A.3.

      "LIBOR" means the London Interbank  Offered Rate in effect for a period of
one (1) month (rounded upwards,  if necessary,  to the next higher 1/100 of 1%),
as such rate  fluctuates,  adjusted from time to time in Agent's  discretion for
then applicable  reserve  requirements (if any), as determined by Agent at 10:00
a.m.  from  Telerate  page 3750,  two (2) Business Days prior to the first (1st)
calendar day of each month, (or any successor page); provided,  however, that if
more than one rate is specified on such page, the  applicable  rate shall be the
arithmetic  mean of all such rates,  and  provided  further that if no such rate
appears  on such  page  the  "LIBOR"  will be the  arithmetic  average  (rounded
upwards, if necessary,  to the next higher 1/100th of 1%) of the rates quoted by
not less than two major banks in New York City,  selected by Agent at 10:00 a.m.
New York City time two (2) Business  Days prior to the first (1st)  calendar day
of each month , for deposits in dollars offered by leading  European banks for a
one (1) month (or comparable) period.

      "LIBOR Rate" means LIBOR plus the Margin.
      "Lien" means any voluntary or involuntary mortgage, security deed, deed of
trust,  lien, pledge,  assignment,  charge,  security interest,  title retention
agreement,  financing lease, levy,  execution,  seizure,  judgment,  attachment,
garnishment,  charge  or other  encumbrance  of any  kind.  Notwithstanding  the
foregoing,  a notice of commencement  filed with respect to any Property located
in the State of Florida shall not  constitute a "Lien"  hereunder  provided that
(i) the cost of the work  described  in such  notice  of  commencement  does not
exceed five  percent (5%) of Property  GAV, and (ii) no other Liens  relating to
the work described in such notice of commencement  are filed with respect to the
Property.

      "Loans" mean, collectively, the Revolving Loan, the Competitive Bid Loans,
if any, and the Swing Loan.

      "Margin" shall have the meaning  ascribed to such term in Section  2.4.(a)
hereof.

      "Maturity  Date" means the day which is twenty-four  (24) months after the
Conversion Date.

      "Maximum Borrowing Base" means the difference between (i) Pool GAV divided
by 1.60, and (ii) Unsecured  Liabilities  (excluding the  outstanding  principal
balance of the Loans and the Reimbursement Obligation), all as more particularly
set forth on Line 14 of the Compliance Certificate.

      "Multiemployer  Plan"  has  the  meaning  set  forth  in  Section
4001(a)(3) of ERISA.

      "Non-Stabilized  Property"  means  any  Property  which  is not a
Stabilized Property.

      "Notes" mean, collectively,  the Revolving Notes, the Competitive
Bid Notes, and the Swing Loan Note.

      "Organizational  Documents"  means (a) in the case of CPT, its declaration
of trust and bylaws,  (b) in the case of CPHC, its articles of incorporation and
bylaws,  and (c) in the case of CRLP, its partnership  agreement and certificate
of limited partnership, together, in each case, with all amendments thereto.

      "Overadvance"  means a Revolving  Advance by Lenders  under the  Revolving
Notes when an  Overadvance  Condition  exists or would result from the making of
such Revolving Advance.

      "Overadvance  Condition" means at any date, when the aggregate outstanding
principal of the Revolving  Loans plus the  Reimbursement  Obligation,  plus the
outstanding principal balance of all Competitive Bid Loans, plus the outstanding
principal balance of the Swing Loan,  exceeds the Maximum Borrowing Base on such
date.

      "Person"  means  an  individual,  corporation,  partnership,  association,
joint-stock company, trust, business trust, unincorporated organization or joint
venture, or a court or governmental authority.

      "Pool" shall mean the Credit Parties'  unencumbered asset pool which shall
consist of (i) all cash of Credit  Parties not  subject to a Lien,  (ii) cash or
cash  equivalents held by the Credit Parties for the sole purpose of liquidating
or retiring  unsecured  Debt,  (iii) all Properties of Credit Parties which meet
all of the following  criteria:  (a) a certificate  of occupancy has been issued
for the Property and remains in full force and effect, (b) the Property has been
at least fifty percent (50%) leased (based on actual  leasable square footage at
the Property) for the most  immediately  preceding three (3) consecutive  months
based on leases  wherein the  tenants  are paying at least the  average  monthly
lease  payments  required  by the terms of such  leases and such leases are free
from default by either the landlord or tenant  thereunder,  (c) there is no Lien
on the Property,  and (d) the Credit  Parties have provided Agent with a Phase I
environmental report for the Property in form and content acceptable to Lenders,
and (iv)  Credit  Parties'  construction  in progress  which meets the  criteria
specified in (iii)(c)  and (d), in an amount not to exceed ten percent  (10%) of
Pool GAV. Notwithstanding the foregoing, the amount of Non-Stabilized Properties
and construction in progress  included in the Pool shall not exceed  twenty-five
percent (25%) of Pool GAV. Any Non-Stabilized  Property (other than construction
in progress) included in the Pool will be removed from the Pool if such Property
fails to meet the definition of a "Stabilized  Property"  within nine (9) months
from the date such Property is first included in the Pool.

      "Pool EBITDA"  shall mean the sum of Property  EBITDA of all Pool
Properties.

      "Pool  GAV" shall mean the sum of  (without  redundancy)  (i) 100% of Pool
EBITDA from Stabilized Properties, capitalized at the appropriate Capitalization
Rate, (ii) for each  Non-Stabilized  Property in the Pool, the lesser of (a) 75%
of the Gross Book Value of  Non-Stabilized  Properties  in the Pool, or (b) Pool
EBITDA   of   Non-Stabilized   Properties   capitalized   at   the   appropriate
Capitalization  Rate,  (iii)  40% of the Gross  Book  Value of  construction  in
progress, (iv) cash of the Credit Parties not subject to a Lien, and (v) cash or
cash  equivalents held by the Credit Parties for the sole purpose of liquidating
or retiring  unsecured  Debt.  Notwithstanding  the  foregoing,  any  Properties
acquired during the applicable  reporting period that qualify for the Pool shall
be valued at Gross Book Value.

      "Pool Properties" shall mean Properties included in the Pool.

      "Prohibited Transaction" means any transaction set forth in Section 406 of
ERISA or Section 4975 of the Code.

      "Property" or "Properties"  means any  multifamily,  retail or office real
estate property which is 100% owned by one or more of the Credit Parties.

      "Property  EBITDA" shall mean the net operating income of the Property for
the immediately preceding fiscal quarter on an annualized basis (or, in the case
of enclosed mall retail  properties,  the most  immediately  preceding  four (4)
fiscal  quarters),  before  extraordinary  items (including gains or losses from
debt  restructuring  and sales of properties).  For purposes  hereof,  operating
expenses shall exclude Interest  Expense,  depreciation,  amortization or income
tax expense,  but shall include (i) accruals of those expenses  (including,  but
not limited to,  insurance  and property  taxes) to the extent such expenses are
not paid on a monthly or quarterly basis, (ii) an imputed management fee expense
for the Property equal to three percent (3%) of all collected rental income from
the  Property,  plus other  reoccurring  Property  income,  and (iii) an imputed
reserve of $200 per unit per annum for  multifamily  Properties  and of 20(cent)
per square foot for retail and office Properties.

      "Property GAV" shall mean Property EBITDA,  capitalized at the appropriate
Capitalization Rate, or if such Property has been acquired during the applicable
reporting period, the Gross Book Value of such Property.

      "Qualified  Rating Agency" means Moody's or Standard & Poors, or any other
rating  agency  from time to time  approved by Lenders in writing as a Qualified
Rating Agency.

      "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve  System from time to time in effect and shall  include any  successor or
other regulation or official  interpretation of said Board of Governors relating
to the  extension of credit by Lenders for the purpose of purchasing or carrying
margin stocks applicable to member Lenders of the Federal Reserve System.

      "Reimbursement  Obligation"  means  at any  time  the  sum of the  undrawn
portion  of any  Letters of Credit  plus the  amounts  of all  drawings  against
Letters  of Credit  and other  fees and costs  pursuant  to Article 2A for which
Borrower has not reimbursed Agent.

      "Reportable  Event"  means any of the events set forth in Section
4043(b) of ERISA.

      "Required  Lenders"  means the Lenders whose  Commitments in the aggregate
exceed sixty-six and 67/100 percent (66.67%) of the Aggregate  Commitment or, if
the  Commitment  Termination  Date has  occurred,  the Lenders in the  aggregate
holding  sixty-six and 67/100 percent (66.67%) of the aggregate unpaid principal
amount of the Loans and Reimbursement Obligation; provided, however, that if any
Lender  shall be a  Defaulting  Lender at such time then there shall be excluded
from the determination of Required Lenders,  such Defaulting Lender's Commitment
or such Defaulting  Lender's portion of the outstanding  Loans and Reimbursement
Obligation as the case may be.

      "Revolver  Period"  means the period of time from the  Closing  Date until
July 10,  1998,  unless  extended by Lenders in  accordance  with Section 2.8.
hereof.

      "Revolving Advance" means an advance of the Revolving Loan.
      "Revolving Loan" means the credit facility  available to Borrower
pursuant to Article 2 of this  Agreement,  together  with  interest  thereon and
other agreed charges as may be outstanding at any given time.

      "Revolving  Notes" means the promissory notes in substantially the form of
Exhibit F attached hereto, with appropriate insertions, evidencing each Lender's
Commitment  in the  Revolving  Loan,  duly  executed and delivered to Lenders by
Borrower and payable to the order of such Lender,  together  with any  renewals,
extensions, modifications, or amendments to such promissory notes.

      "Secured Liabilities" shall mean those Total Liabilities which are secured
by a Lien.

      "SouthTrust"  means SouthTrust Bank,  National  Association,  its
successors and assigns.

      "Stabilized  Properties"  shall mean any  Property  which meets all of the
following  criteria:  (i) a  certificate  of  occupancy  has been issued for the
Property  and remains in full force and effect,  (ii) the  Property  has been at
least  eighty-five  percent (85%) leased if multifamily or retail,  and at least
eighty percent (80%) leased if office (based on actual  leasable  square footage
at the property) for the most immediately preceding three (3) consecutive months
based on leases  wherein the  tenants  are paying at least the  average  monthly
lease  payments  required  by the terms of such  leases and such leases are free
from default by either the landlord or tenant thereunder,  and (iii) there is no
Lien on the Property.

      "Subsidiary"  means any corporate entity,  partnership,  or other business
entity, in which one or more of the Credit Parties owns an ownership interest.

      "Swing  Loan"  means the  $15,000,000  loan  made  available  to  Borrower
pursuant to Article 2C of this Agreement, together with accrued interest thereon
and other agreed charges as may be outstanding at any given time.

      "Swing Loan Advance" means an advance of the Swing Loan.

      "Swing Loan Note" means that certain Swing Loan Note of even date herewith
from Borrower to SouthTrust,  in the form of Exhibit J attached hereto, together
with any renewals, extensions, modifications, or amendments thereof.

      "Term-Out  Period"  means the period of time  beginning on the  Conversion
Date and ending on the day that is twenty-four  (24) months after the Conversion
Date, but not to extend past the Commitment Termination Date.

      "Total  Liabilities" shall mean (without  redundancy),  all mortgage debt,
letters of credit,  the deferred purchase price pursuant to purchase  agreements
or  contracts,  to the extent  such  deferred  purchase  price is required to be
included  in  accordance  with  GAAP,  forward   commitments,   unsecured  debt,
subordinated  debt,  payables,  lease  obligations  (including  ground  leases),
guarantees of indebtedness and unfunded  obligations,  pro-rata share of debt in
Unconsolidated  Subsidiaries  and any loan where any Credit  Party is liable for
debt as a general partner.

      "Total Market  Capitalization" shall mean the sum of (i) Debt and (ii) the
product  of (a) the  total  number  of  shares  of CPT  issued  and  outstanding
(including as issued the number of shares of CPT into which partnership units of
CRLP are  convertible)  and (b) the closing  price per share of CPT  shares,  as
quoted in the New York  Stock  Exchange  Composite  Transactions  printed in the
financial press as of the date of determination.

      "Unconsolidated  Subsidiary"  means a Subsidiary that is not  consolidated
with the Credit Parties for financial reporting purposes.

      "Unsecured   Interest   Expense"  shall  mean  Interest   Expense
relating to Unsecured Liabilities.

      "Unsecured  Liabilities"  shall mean those Total Liabilities which are not
secured by a Lien.

                       ARTICLE 2. REVOLVING LOAN

      2.1. Disbursement of Revolving Advances.

      (a) Subject to the terms and conditions of this Agreement, and for so long
as no Event of Default  exists and no covenant,  term or condition  contained in
any of the Credit  Documents  will be  breached  or violated as a result of such
Revolving  Advance,  each Lender severally agrees to make Revolving  Advances to
Borrower  from  time to time  during  the  Commitment  Period,  in an  aggregate
principal  amount at any time  outstanding  not to exceed  the lesser of (i) the
Aggregate Commitment less the Reimbursement  Obligation and less the outstanding
principal  balance of Competitive Bid Loans and less the  outstanding  principal
balance  of the  Swing  Loan,  and  (ii) the  Maximum  Borrowing  Base  less the
Reimbursement   Obligation  and  less  the  outstanding   principal  balance  of
Competitive Bid Loans, and less the outstanding  principal  balance of the Swing
Loan.  Notwithstanding  the  foregoing,  no Lender  shall be  obligated  to make
Revolving Advances in excess of its Commitment.  The Revolving Loan shall mature
and be  payable  in full  upon  the  Commitment  Termination  Date.  During  the
Commitment Period,  Borrower may borrow, repay and reborrow the principal of the
Revolving  Loan,  all in  accordance  with  the  terms  and  conditions  of this
Agreement.

      (b) If the sum of the outstanding  principal amount of the Revolving Loan,
plus the Reimbursement Obligation, plus the outstanding principal balance of all
Competitive Bid Loans, plus the outstanding principal balance of the Swing Loan,
at any time exceeds the Maximum  Borrowing Base,  Borrower shall immediately pay
to the Agent,  without need of notice or demand by Agent (and  without  Lenders'
waiving  the  Default  or Event of  Default  which may arise as a result of such
excess), an amount sufficient to reduce said sum to the Maximum Borrowing Base.
      (c) Even if such Revolving  Advance would  constitute an Overadvance,  the
Lenders may, in their sole discretion, but shall not be obligated to, advance to
Borrower,  and make a Revolving  Advance for a sum sufficient  each month to pay
all  interest  accrued  on the Loans and fees due under this  Agreement  and the
other Credit Documents during or for the immediately preceding month.

      2.2. The  Revolving  Notes.  The liability of the Borrower to pay
the Revolving Loan shall be evidenced by the Revolving Notes.

      2.3. Payments.

      (a) On August 1, 1997,  and on the first day of each  successive  calendar
month thereafter during the Commitment  Period,  Borrower shall pay to Agent all
accrued  and  unpaid  interest  on  the  outstanding  principal  balance  of the
Revolving Loan.

      (b) On the Commitment  Termination Date, the outstanding principal balance
of the Revolving Loan, plus all accrued and unpaid  interest  thereon,  shall be
due and payable.

      (c)  During the Term-Out Period,  Borrower shall pay to Agent, in
addition to the monthly payments of interest,  the mandatory  principal
payments required by Section 2.8. hereof.

      2.4. Interest Rate.

      (a) The unpaid principal balance of the Revolving Loan shall bear interest
at the LIBOR Rate. The Margin, for purposes of calculating the LIBOR Rate, shall
be equal to the amount set forth in the table below:

                Published Debt Rating Margin Less 
                than BBB- / Baa3 or unrated by
                a Qualified  Rating Agency             150 
                Equal to BBB- / Baa3                   110 
                Equal to or greater than BBB / Baa2    100

If more than one rating is obtained,  the highest rating from a Qualified Rating
Agency will be used for purposes of determining the Margin.

      (b) Credit Parties agree that  notwithstanding  the fact that the interest
rate accruing on the Revolving  Loan is based upon Lenders' cost of funds in the
Eurodollar  market,  Lenders shall not be required to actually obtain funds from
such source at any time.

      (c) The LIBOR Rate will  initially be established on the Closing Date, and
will be reset on the first (1st) calendar day of each month thereafter,  and the
rate so determined  will remain in effect until the first day of the  succeeding
month.

      2.5.  Prepayment.  The principal of the  Revolving  Loan may be prepaid in
whole or in part without premium or penalty; provided that Borrower shall orally
notify  Agent at least two (2)  Business  Days in advance of any  prepayment  in
excess of $5,000,000 which arises outside of the Cash Management Agreements.

      2.6. Fees.  The Borrower  shall pay the  Commitment Fee to Agent,  for the
account of Lenders,  on the Closing Date, and on each anniversary of the Closing
Date.  In addition,  the Borrower  shall pay the Facility Fee to Agent,  for the
account of Lenders,  on August 10, 1997, and on the same day of each  successive
calendar month until the Commitment  Termination  Date.  Borrower shall also pay
the Agent Fee to Agent, on the Closing Date and each anniversary thereof.

      2.7.  Termination by Borrower of the Revolving Loan.  Provided that (1) no
Advances or Swing Loan  Advances  are  outstanding  and no Letters of Credit are
outstanding,  (2) that all fees and  charges  due to  Lenders  under the  Credit
Documents have been paid, and (3) Borrower  simultaneously  terminates the Swing
Loan and  Competitive  Bid Loans,  Borrower  may,  by  written  notice to Agent,
terminate the Revolving Loan upon the date specified in such notice. On the date
of such  termination  (which  shall  become the  Commitment  Termination  Date),
Borrower  shall pay to Agent,  for the  account of  Lenders,  the  Facility  Fee
specified in Section  2.6.,  for each month through the  Commitment  Termination
Date.

      2.8. Term and Term-Out Period Payments.

      (a) Lenders may, in their sole  discretion,  by giving  written  notice to
Borrower, not more than ninety (90) days or less than thirty (30) days, prior to
the first anniversary of the Closing Date and each anniversary thereafter, elect
to extend the Revolver Period for an additional one (1) year. If any Lender does
not elect to extend the Revolver  Period,  the Term-Out  Period shall  commence.
During the  Term-Out  Period,  the Borrower  will be required to make  mandatory
principal  reductions  on the  Revolving  Loan in the amounts  specified  in (b)
below. The Aggregate  Commitment shall  automatically be likewise reduced,  each
Lender's Commitment proportionately reduced, and the principal of each Revolving
Note shall be  proportionately  reduced.  The maximum amount of Competitive  Bid
Loans shall likewise be proportionately reduced.

      (b)  If Lenders elect not to extend the Revolver Period,

           (i) by the day that is twelve (12) months after the Conversion  Date,
Borrower shall have reduced the aggregate  outstanding  principal balance of all
Loans  (inclusive of the  Reimbursement  Obligation)  to  $135,000,000  (and the
maximum amount of Competitive Bid Loans shall be reduced to $67,500,000),

           (ii) by the day that is  fifteen  (15)  months  after the  Conversion
Date, Borrower shall have reduced the aggregate outstanding principal balance of
all Loans (inclusive of the  Reimbursement  Obligation) to $110,000,000 (and the
maximum amount of Competitive Bid Loans shall be reduced to $55,000,000),
           (iii) by the day that is eighteen  (18) months  after the  Conversion
Date, Borrower shall have reduced the aggregate outstanding principal balance of
all Loans  (inclusive of the  Reimbursement  Obligation) to $85,000,000 (and the
maximum amount of Competitive Bid Loans shall be reduced to $42,500,000),

           (iv) by the day that is twenty-one  (21) months after the  Conversion
Date,  Credit  Parties  shall have reduced the aggregate  outstanding  principal
balance of all Loans (inclusive of the Reimbursement  Obligation) to $60,000,000
(and  the  maximum  amount  of  Competitive   Bid  Loans  shall  be  reduced  to
$30,000,000), and

           (v) on the Maturity Date, the  outstanding  principal  balance of all
Loans,  together with all accrued and unpaid  interest  thereon shall be due and
payable.

      (c)  Borrower  agrees  to  execute  such   documentation  to  reflect  any
extensions or  non-renewals  of the Commitment  Termination  Date as Lenders may
reasonably request,  and to pay all reasonable costs and expenses of Lenders and
their respective counsel incurred in connection therewith.

      2.9. Procedure for Revolving Advances Under Revolving Loan.

      (a)  Revolving  Advances  shall be  disbursed  pursuant to the  Borrower's
request therefor (whether in writing, by telephone,  or otherwise).  Any request
for a Revolving  Advance shall be given by Borrower to Agent no later than 11:00
a.m. of the proposed Borrowing Date. If such Revolving Advance will be in excess
of $5,000,000, Borrower shall orally notify Agent at least two (2) Business Days
prior to the proposed  Borrowing Date. Any request for a Revolving  Advance must
be made by (1) Thomas H.  Lowder,  (2)  Douglas  B.  Nunnelley,  (3)  Kenneth B.
Howell, (4) Howard B. Nelson, Jr., or (5) any other Person designated in writing
by Thomas H. Lowder,  and shall include (a) the amount of the Revolving Advance,
(b) the proposed  Borrowing  Date, and (c) the  identification  of an account of
Borrower into which such  Revolving  Advance is to be disbursed.  Agent and each
Lender  shall be  entitled to rely upon any notice it believes is genuine and to
have been given by an authorized  Person.  Revolving Advances made in conformity
with the provisions of this paragraph  shall be fully binding upon the Borrower.
Borrower shall confirm in writing any request for a Revolving  Advance disbursed
pursuant to telephonic or oral notification.  Notwithstanding the foregoing, all
drafts  under any Letter of Credit  and  Revolving  Advances  made  pursuant  to
Section 2C.7., shall be deemed a Revolving Advance requested by Borrower for all
purposes of this Section 2.9.

      (b) Agent shall notify Lenders in writing,  by telecopy on or before 12:00
noon on each  Borrowing  Date, of (1) the amount of the Revolving  Advance to be
funded by Lenders, and (2) each Lender's Commitment Percentage of such Revolving
Advance. On or before 3:00 p.m. on such Borrowing Date, Agent must receive,  and
each Lender agrees to provide to Agent, each Lender's  Commitment  Percentage of
the Revolving  Advance via wire  transfer to the  following  account (or to such
other account as Lender may hereafter designate in writing):

                SouthTrust Bank, National Association
                Birmingham, Alabama
                ABA No.:  062000080
                Customer No.: 5157751
                For the account of Colonial Realty Limited Partnership
                Attention: Affiliate Relations

No Lender's obligation to fund its Commitment  Percentage of a Revolving Advance
shall  be  affected  by any  other  Lender's  failure  to  fund  its  Commitment
Percentage of a Revolving Advance, nor shall any Lender's Commitment  Percentage
be increased as a result of any such failure of any other Lender.

      2.10.Lenders'   Obligations   Several.  The  obligations  of  the
Lenders  hereunder  are  several  and not  joint.  None of the  Lenders
shall  be  liable  to the  Credit  Parties  due to the  failure  of any
Lender to fund its Commitment Percentage of a Revolving Advance.


               ARTICLE 2A. LETTER OF CREDIT SUBFACILITY

      2A.1.Issuance and Maintenance of Letters of Credit.

      (a)  Subject  to all terms set forth  herein  and in the  Letter of Credit
Agreements,  and for so long as no  Default or Event of  Default  exists,  Agent
agrees,  from the date hereof until the Commitment  Termination Date, and on the
terms  hereinafter  set  forth,  to issue on its  behalf  and on  behalf  of the
Lenders, the Letters of Credit, and agrees to maintain the Letters of Credit for
the  account of the  Borrower  in  accordance  with the terms  hereof and of the
Letter of Credit Agreements.

      (b) Upon Borrower's  written request specifying (i) the beneficiary of the
Letter of Credit, (ii) the amount of the Letter of Credit, (iii) the term of the
Letter of Credit, and (iv) such other information as Agent may request, and upon
Borrower's execution of a Letter of Credit Agreement, Agent shall issue a Letter
of Credit  substantially  in the form of the letter of credit attached hereto as
Exhibit G.  Agent  shall not be  obligated  to issue any Letter of Credit if the
amount of such Letter of Credit plus the  Reimbursement  Obligation would exceed
$15,000,000  or if  the  requested  expiration  date  would  extend  beyond  the
Commitment Termination Date.

      (c) Agent shall give prompt written notice to Lenders of the issuance of a
Letter of Credit and each  Lender's  respective  Commitment  Percentage  in such
Letter of Credit.

      2A.2  Reimbursement  Obligation  of Borrower.  Borrower  hereby  agrees to
reimburse  Agent:  (i) on each date on which a draft is presented for payment on
the  Letters of Credit  (x) the amount of the draft paid by the Agent  under the
Letters of Credit and (y) the amount of any taxes  (other  than  income  taxes),
fees, charges or other costs or expenses  whatsoever incurred by Agent under, or
with  respect to the Letters of Credit;  and (ii) upon the  acceleration  of the
Loans  in  accordance  with  Section  8.2.  hereof,   an  amount  equal  to  the
Reimbursement Obligation. Payments of the Reimbursement Obligation shall be made
by  Lenders  making a  Revolving  Advance of the  Revolving  Loan.  All  amounts
remaining  unpaid by Borrower under this Section 2A.2.  shall bear interest from
the date such amounts  become payable  (whether as stated,  by  acceleration  or
otherwise)  until payment in full, at the Default Rate,  and such interest shall
be payable by Borrower to Agent on each Business Day.

      2A.3.Commissions and Fees.

      (a) As consideration  for the issuance of each Letter of Credit,  Borrower
shall pay to Agent,  for the  account of Lenders,  a fee (the  "Letter of Credit
Fee") equal to one percent (1%) per annum on the available  and undrawn  portion
of the  applicable  Letter of Credit from the  effective  date of such Letter of
Credit to the expiration of such Letter of Credit.  The Letter of Credit Fee for
any Letter of Credit  shall be  nonrefundable  and shall be payable in full upon
execution of the Letter of Credit.

      (b) In  addition  to the Letter of Credit Fee  described  above,  Borrower
shall also pay to Agent for its account,  standard and customary set-up and draw
fees in such amounts as may be established by Agent from time to time.

      2A.4.Reimbursement  Obligation Absolute. Borrower's obligations under this
Article  2A and under the  Letter of Credit  Agreements  shall be  absolute  and
unconditional  under any and all  circumstances  and irrespective of any setoff,
counterclaim  or defense to payment which  Borrower may have or have had against
any Agent or a  beneficiary  of a Letter of Credit.  Borrower  also  agrees that
Agent shall not be  responsible  for, and  Borrower's  Reimbursement  Obligation
shall not be affected by, among other  things,  the validity or  genuineness  of
documents or of any  endorsements  thereon,  even if such documents  should,  in
fact, prove to be in any and all respects invalid,  fraudulent or forged, or any
dispute  between or among Borrower and the  beneficiary of a Letter of Credit or
other  party  to whom a  Letter  of  Credit  may be  transferred  or any  claims
whatsoever  of  Borrower  against the  beneficiary  of a Letter of Credit or any
transferee. Agent shall not be liable for any error, omission, interpretation or
delay in  transmission,  dispatch or delivery of any message or advice,  however
transmitted,  in connection  with a Letter of Credit.  Borrower  agrees that any
action taken or omitted by Agent under or in connection  with a Letter of Credit
or any related drafts or documents, if done in good faith and in accordance with
the  standards  of  care  specified  in the  Uniform  Customs  and  Practice  of
Documentary  Credits (as  defined in the Letter of Credit),  shall be binding on
Borrower and shall not put the Agent under any liability to Borrower.

      2A.5.Surrender of Letter of Credit.  Borrower shall  surrender to
Agent all original outstanding Letters of Credit on the Maturity Date.


               ARTICLE 2B. COMPETITIVE BID SUBFACILITY.

      2B.1.Competitive  Bid Option.  Subject to the terms and conditions of this
Agreement, and for as long as no Event of Default exists, and no covenant, term,
or  condition  contained  in any of the Credit  Documents  will be  breached  or
violated as a result of such  Competitive  Bid Advance,  Borrower shall have the
option from time to time during the Commitment Period, but not more than two (2)
times in any calendar month,  to request Lenders to make  Competitive Bid Loans,
in an aggregate  amount at any time not to exceed  (after  giving  effect to any
prepayments  on the  Revolving  Loan and  Swing  Loan that will be made with the
proceeds  of a  Competitive  Bid  Loan) the  lesser of (1) 50% of the  Aggregate
Commitment  (subject to being decreased as set forth in Section 2.8. hereof) and
(2) the Maximum  Borrowing Base less the  Reimbursement  Obligation and less the
outstanding  principal  balance of the Revolving  Loan and less the  outstanding
principal  balance  of the Swing  Loan.  Each  Lender  may,  but  shall  have no
obligation to, make such offers for  Competitive Bid Loans and the Borrower may,
but shall have no obligation to, accept any such offers.  Competitive  Bid Loans
shall be evidenced by the Competitive Bid Notes.

      2B.2.Competitive  Bid Quote Request.  When the Borrower  wishes to request
offers to make Competitive Bid Loans under this Section 2B.2., it shall transmit
to the Agent by telecopy a Competitive Bid Quote Request so as to be received no
later than 10:00 a.m.  at least five (5)  Business  Days prior to the  Borrowing
Date which request must specify:

      (i) the proposed  Borrowing  Date,  which must be five (5)  Business  Days
after the day Borrower submits the Competitive Bid Quote Request;

      (ii) the aggregate principal amount of such Competitive Bid Advance (which
must be for a minimum of $25,000,000  and must be in increments of  $1,000,000);
and

      (iii)the term of the  Competitive  Bid Loan (which must be for a period of
one (1),  two (2),  or three (3)  months)  and which must not extend  beyond the
Maturity Date.

A  Competitive  Bid Quote  Request  that does not conform  substantially  to the
format of  Exhibit C hereto  shall be  rejected,  and the Agent  shall  promptly
notify the Borrower of such rejection by telecopy.

      2B.3.Invitation  for Competitive Bid Quotes. For any Competitive Bid Quote
Request that is not rejected  pursuant to Section 2B.2., the Agent shall send to
each of the Lenders by telecopy,  on or before 10:00 a.m. two (2) Business  Days
after Agent's  receipt of a Competitive  Bid Quote  Request,  an Invitation  for
Competitive Bid Quotes,  which shall constitute an invitation by the Borrower to
each Lender to submit  Competitive  Bid Quotes  offering to make the Competitive
Bid Loans to which such Competitive Bid Quote Request relates in accordance with
this Article 2B. If Agent chooses to submit a Competitive Bid Quote to Borrower,
it must do so on or before the earlier of (i) 10:00 a.m. two (2)  Business  Days
after the receipt of the Competitive  Bid Quote Request,  or (ii) its submission
of the Invitation for Competitive Bid Quotes to the Lenders.

      2B.4.Submission and Contents of Competitive Bid Quotes.

      (a) Each Lender  may, in its sole  discretion,  submit a  Competitive  Bid
Quote containing an offer or offers to make Competitive Bid Loans in response to
any Invitation  for  Competitive  Bid Quotes.  Each  Competitive  Bid Quote must
comply with the  requirements of this Section 2B.4. and must be submitted to the
Agent by  telecopy on or before  10:00 a.m.  two (2)  Business  Days after their
receipt of the Invitation for Competitive Bid Quotes.  Subject to Articles 4 and
8, any  Competitive  Bid  Quote so made  shall be  irrevocable  except  with the
written consent of the Agent given on the instructions of the Borrower.

      (b) Each  Competitive  Bid  Quote  shall be in  substantially  the form of
Exhibit C hereto and shall in any case specify:

           (i)  the proposed  Borrowing  Date,  which shall be the same
      as that set forth in the applicable  Invitation  for  Competitive
      Bid Quotes;

           (ii) the principal  amount of the Competitive Bid Loan for which each
      such offer is being made,  which principal amount (1) may be greater than,
      less than or equal to the  Commitment of the quoting  Lender,  and (2) may
      not exceed the principal  amount of Competitive Bid Loans for which offers
      were requested;

           (iii)the  applicable  interest rate for each such  principal
      amount;

           (iv) the  minimum  amount,  if any, of the  Competitive  Bid
      Loan which may be accepted by the Borrower; and

           (v)  the identity of the quoting Lender.

      (c)  The Agent shall reject any Competitive Bid Quote that:

           (i) is not  substantially in the form of Exhibit C hereto or does not
      specify all of the information required by Section 2B.4.

           (ii) contains qualifying, conditional or similar language, other than
      any such language contained in Exhibit C hereto;

           (iii)proposes  terms  other than or in addition to those set
      forth in the applicable Invitation for Competitive Bid Quotes; or

           (iv) arrives after the time set forth in Section 2B.4.



If any  Competitive  Bid Quote shall be rejected  pursuant to this Section 2B.4.
(c), then the Agent shall notify the relevant Lender of such rejection promptly.

      2B.5.Notice to Borrower.  The Agent shall promptly  notify the Borrower of
the terms (i) of the  Competitive  Bid Quote  submitted  by a Lender  that is in
accordance with Section 2B.4. and (ii) of any Competitive Bid Quote that amends,
modifies or is  otherwise  inconsistent  with a previous  Competitive  Bid Quote
submitted by such Lender with respect to the same Competitive Bid Quote Request.
Any such  subsequent  Competitive  Bid Quote shall be  disregarded  by the Agent
unless such  subsequent  Competitive  Bid Quote  specifically  states that it is
submitted  solely to correct a manifest  error in such  former  Competitive  Bid
Quote. The Agent's notice to the Borrower shall specify the aggregate  principal
amount of Competitive Bid Loans for which offers have been received.

      2B.6.Acceptance  and Notice by Borrower.  Not later than 10:00 a.m. on the
Borrowing  Date,  the  Borrower  shall  notify  the Agent of its  acceptance  or
rejection of the offers so notified to it pursuant to Section  2B.5.  and of the
account of Borrower into which such  Competitive Bid Advance is to be disbursed;
provided,  however,  that the failure by the Borrower to give such notice to the
Agent shall be deemed to be a rejection of all such offers. Not later than 11:00
a.m. on such date, Agent shall notify the Lenders of (1) the name of the winning
Lender(s),  (2) the principal amount, interest rate, and term of the Competitive
Bid Quote accepted by Borrower,  and (3) the account designated by Borrower into
which the  Competitive  Bid Advance is to be  disbursed.  The winning  Lender(s)
shall make the Competitive  Bid Advance into the account  designated by Borrower
by 2:00 p.m. on the Borrowing Date.

      2B.7.Interest  Rate and Payments.  Interest on Competitive Bid Loans shall
accrue at the rate (or rates) set forth in the Competitive  Bid Notes.  Interest
on  Competitive  Bid Loans  shall be  payable  on the first day of each month in
arrears.  The outstanding  principal balance of Competitive Bid Loans,  together
with all accrued and unpaid interest  thereon,  shall be due and payable in full
on the date specified in the Competitive Bid Note.

      2B.8.Prepayment.  Competitive Bid Loans may not be prepaid.

      2B.9.Fees. Borrower shall pay to Agent (for its own account) a Competitive
Bid Fee of $2,500 for each  Competitive  Bid Quote Request;  provided,  however,
that no fee shall be due if none of the  Lenders  respond to the  Invitation  to
Competitive Bid Quote (but such Competitive Bid Quote Request shall nevertheless
count  towards  the  two  per  month  allotment).  Agent  agrees  to  waive  the
Competitive  Bid Fee (but not more than once per month) if Borrower  chooses not
to accept any Competitive Bid Quotes.


                        ARTICLE 2C. SWING LOAN

      2C.1.Disbursement  of  Swing  Loan  Advances.  Subject  to the  terms  and
conditions of this Agreement,  and for so long as no Event of Default exists and
no covenant,  term or condition contained in any of the Credit Documents will be
breached or violated as a result of such Swing Loan Advance,  SouthTrust  agrees
to make Swing Loan Advances to Borrower from time to time during the  Commitment
Period,  in an aggregate  principal amount at any time outstanding not to exceed
$15,000,000 less the outstanding  principal  balance of the Swing Loan Note. The
Swing Loan shall mature and be payable in full upon the  Commitment  Termination
Date. During such time, Borrower may borrow, repay and reborrow the principal of
the  Swing  Loan,  all in  accordance  with the  terms  and  conditions  of this
Agreement. Notwithstanding anything to the contrary contained herein, SouthTrust
shall be required to make Swing Loan  Advances  only to the extent that  Lenders
are obligated to make Revolving Advances hereunder.

      2C.2.The Swing Loan Note.  The  liability  of the Borrower to pay
the Swing Loan shall be evidenced by the Swing Loan Note.

      2C.3.Payments.

      (a) On August 1, 1997,  and on the first day of each  successive  calendar
month thereafter during the Commitment Period,  Borrower shall pay to Agent, for
the account of SouthTrust,  all accrued and unpaid  interest on the  outstanding
principal balance of the Swing Loan.

      (b) On the Commitment  Termination Date, the outstanding principal balance
of the Swing Loan,  plus all accrued and unpaid interest  thereon,  shall be due
and payable.

      2C.4.Interest Rate.

      (a) The unpaid principal  balance of the Swing Loan shall bear interest at
the LIBOR Rate, and such rate shall be  recalculated  in the manner set forth in
Section 2.4(c) hereof.

      (b) Credit Parties agree that  notwithstanding  the fact that the interest
rate accruing on the Swing Loan is based upon  SouthTrust's cost of funds in the
Eurodollar  market,  SouthTrust  shall not be required to actually  obtain funds
from such source at any time.

      2C.5.Prepayment.  The  principal of the Swing Loan may be prepaid in whole
or in part  without  premium or penalty;  provided  that  Borrower  shall orally
notify  Agent at least two (2)  Business  Days in advance of any  prepayment  in
excess of $5,000,000.

      2C.6.Termination  by Borrower of the Swing  Loan.  Provided  that no Swing
Loan  Advances  or  Advances  are  outstanding  and no  Letters  of  Credit  are
outstanding,  and provided  further that Borrower has  terminated  the Revolving
Loan and Competitive Bid Loans in the manner set forth in Section 2.7., Borrower
may, by written  notice to  SouthTrust,  also  terminate the Swing Loan upon the
date specified in such notice.

      2C.7.Procedure for Swing Loan Advances.

      (a) Swing Loan Advances  shall be disbursed,  and Borrower shall be deemed
to  have  requested  a Swing  Loan  Advance,  pursuant  to the  Cash  Management
Agreements,  as necessary to cover any excess of disbursements over receipts, or
as otherwise permitted pursuant to the Cash Management Agreements.

      (b)  SouthTrust  will  make  Swing  Loan  Advances  to fund the day to day
operations  of Borrower and that Lenders will not be required to make  Revolving
Advances except to the extent that: (i) the Swing Loan has been fully funded and
a  Revolving  Advance is  necessary  to cover any excess of  disbursements  over
receipts  pursuant  to  the  Cash  Management   Agreements  and  to  reduce  the
outstanding  principal  balance  of the Swing  Loan to  $7,500,000,  and (ii) as
needed on a weekly  basis to reduce  the  outstanding  principal  balance of the
Swing Loan to  $7,500,000.  The  Borrower  shall be deemed to have  requested  a
Revolving  Advance for either  situation  described in the  foregoing  sentence.
SouthTrust  shall give Lenders notice of a Revolving  Advance pursuant to (i) or
(ii)  above,  and  Lenders  shall  pay  to  Agent  their  respective  Commitment
Percentages  pursuant  to (i) or (ii)  above,  in the manner and within the time
periods set forth in Section 2.9.(b) hereof. Proceeds of Revolving Advances made
pursuant to (ii) above shall be applied to the outstanding  principal balance of
the Swing Loan.

      (c) Upon the  occurrence  of an Event of  Default,  the Swing  Loan  shall
terminate,  and  each  Lender  will  purchase  from  SouthTrust  its  Commitment
Percentage  of the Swing Loan,  and  SouthTrust  shall  purchase  from the other
Lenders its Commitment Percentage in the Revolving Loan, such that upon an Event
of Default  each Lender  will hold its  Commitment  Percentage  of the Loans and
Reimbursement  Obligation.  Each Lender's  obligation to purchase its Commitment
Percentage  of the  Swing  Loan and  SouthTrust's  obligation  to  purchase  its
Commitment  Percentage in the Revolving Loan shall be absolute and unconditional
and shall not be affected by any circumstance,  including,  without  limitation,
(i) any  setoff,  counterclaim,  recoupment,  defense or other  right which such
Lender or any other Person may have against  SouthTrust  or any other Person for
any reason whatsoever;  (ii) the occurrence or continuance of a Default or Event
of Default or the Commitment  Termination  Date; (iii) any adverse change in the
condition  (financial  or  otherwise)  of any  Credit  Party  or  any  of  their
Subsidiaries;  (iv) any  breach of this  Agreement  or any of the  other  Credit
Documents  by any Credit  Party,  SouthTrust,  or any  Lender;  or (v) any other
circumstance,  happening or event  whatsoever,  whether or not similar to any of
the foregoing.


              ARTICLE 2D. GENERAL PROVISIONS RELATING TO
                    ALL LOANS AND LETTERS OF CREDIT

      2D.1.Interest Calculation; Late Charge; Default Rate.
      (a)  All rates of interest to be applied to the  principal of the
Loans shall be  calculated  on a simple basis for a 360-day year by  multiplying
the outstanding  principal amount by the applicable per annum rate,  multiplying
the product  thereof by the actual  number of days  elapsed,  and  dividing  the
product so obtained by 360.

      (b) Borrower shall pay to Agent, for the account of Lenders, a late charge
equal to two percent  (2%) of any payment  which is not received by Agent within
fifteen  (15) days of the due date  therefor  in order to cover  the  additional
expenses incident to the handling and processing of delinquent payments.

      (c) Upon the occurrence and during the continuance of an Event of Default,
the  outstanding  principal  balance  of the Loans  shall bear  interest  at the
Default Rate.

      2D.2.Use of Proceeds. The proceeds of the Loans shall be used by Borrower,
and the Letters of Credit shall be used by Borrower,  for pre-development costs,
development  costs,  acquisition  costs,  working capital,  equity  investments,
repayment of indebtedness, and general corporate purposes of Borrower.

      2D.3.Place,  Manner,  Time and  Extension  of  Payment.  All sums  payable
hereunder  and  under the Notes  shall be paid to Agent for the  account  of the
Lenders  (or,  in the case of  Competitive  Bid  Notes,  for the  account of the
applicable  Lender,  and in the case of the Swing Loan Note,  for the account of
SouthTrust) at Agent's principal office in Birmingham,  Alabama,  not later than
12:00 noon on the date due in collected funds. If any payment falls due on a day
which is not a Business  Day,  then such due date shall be  extended to the next
succeeding  Business Day but during any such  extension all unpaid  principal of
the Loans,  and other sums bearing  interest  shall continue to bear interest at
the rates  herein  provided.  The Agent shall send  Borrower  statements  of all
accrued interest  hereunder,  which  statements shall be considered  correct and
conclusively  binding on the Borrower  absent  manifest  error  unless  Borrower
notifies  Agent to the  contrary  within  ten (10)  days of its  receipt  of any
statement  which it deems to be  incorrect.  Provided  an Event of  Default  has
occurred, the Lenders may, in their sole discretion,  charge against any deposit
account of the Credit Parties maintained at any of the Lenders,  all or any part
of any  amount  due  under  this  Agreement,  the  Notes,  or the  other  Credit
Documents.  Any payment made by Credit Parties to Agent pursuant to this Section
2D.3.  shall,  to the extent such payment is required to be transmitted by Agent
to the other Lenders pursuant to Section 2D.5.  discharge that portion of Credit
Parties' obligation under the Notes.

      2D.4.Obligation  to Pay Loans  Absolute.  Notwithstanding  anything to the
contrary contained herein,  the Credit Parties'  obligation to pay the principal
of and interest on the Loans, and all expenses and charges with respect thereto,
is absolute and unconditional.

      2D.5.Application  of  Payments.  (a) All  payments  and other  collections
required or permitted to be made under the Notes, the Reimbursement  Obligation,
the Credit  Agreement,  or otherwise in respect to the Loans,  or the Letters of
Credit,  shall be  remitted to Agent  whether  made  directly  by the  Borrower,
through the Cash Management  Agreements or otherwise.  The Borrower shall at the
time it makes payment under this Credit  Agreement,  specify to Agent the Loans,
Reimbursement Obligation, fees or other amounts payable by Borrower hereunder to
which such  payment is to be applied,  and if Borrower  fails to specify,  or if
such  application  would be  inconsistent  with the terms hereof,  such payments
shall be applied first to the Swing Loan,  then to the Revolving  Loan,  then to
the   Reimbursement   Obligation,   and  then  to  the  Competitive  Bid  Loans.
Notwithstanding  the  foregoing,  Agent may, in its  discretion  (and absent any
directive  from the Borrower to the contrary)  elect to apply all or any portion
of a payment to the Revolving Loan prior to application on the Swing Loan.  Upon
receipt of a payment  or other  collection  from  Credit  Parties  or  otherwise
received in respect of the Loans or Reimbursement Obligation, such payment shall
be impressed with a trust in favor of Lenders to the extent of their  respective
Commitment  Percentage  of such  payment.  Any  Defaulting  Lender  shall not be
entitled to its  Commitment  Percentage  of any payments on the  Revolving  Loan
until the non-Defaulting  Lenders have been fully paid for the Revolving Advance
which was not funded by Defaulting  Lender.  Payments  received on the Revolving
Loan or Reimbursement  Obligation,  whether made directly by the Credit Parties,
through the Cash Management Agreements, or from any source whatsoever,  shall be
paid to the Lenders according to their respective Commitment  Percentages in the
Revolving Loan and Reimbursement Obligation,  subject to the foregoing sentence.
Payments  received on the Swing Loan shall be paid to  SouthTrust  and  payments
received on a Competitive Bid Loan shall be paid to the applicable Lender of the
Competitive Bid Loans.  All payments  required to be transmitted by Agent to the
Lenders shall be made in immediately available funds.

      (b) If a payment is made on the Swing Loan or  Revolving  Loan through the
daily reconciliation  pursuant to the Cash Management  Agreements,  on or before
12:00 p.m. of the same day, Agent shall provide  SouthTrust (with respect to the
Swing Loan) and each Lender (with respect to the Revolving Loan), with notice of
their Commitment Percentage of such payment and shall send such payment via wire
transfer to SouthTrust or such Lender to the accounts specified on Schedule 2C.5
(or such other account as  SouthTrust or such Lender may hereafter  designate in
writing) on the same day.

      (c) All other payments and collections received in respect of the Loans or
Reimbursement  Obligation,   whether  principal,   interest  or  fees  shall  be
transmitted  by Agent to SouthTrust  and/or the Lenders (as  applicable)  on the
same Business Day that Agent has received  collected  funds,  if Agent  receives
collected funds before 12:00 P.M.;  otherwise  Agent will distribute  payment on
the next  Business  Day.  If Agent fails to  distribute  payment  when  required
pursuant to the foregoing  sentence,  then the amount of such payment shall bear
interest payable to Lenders at a rate equal to the federal funds rate.

      (d) In the event Agent is compelled to return or refund any payment or sum
previously  received  from or on behalf of Credit  Parties  and  remitted to the
Lenders,  by reason of the same being  declared  a  preferential  transfer  in a
bankruptcy  proceeding or for any other reason,  each of the Lenders  shall,  on
demand of  Agent,  immediately  reimburse  Agent  for such  Lender's  Commitment
Percentage of such payment,  together with its Commitment Percentage of interest
assessed  against  Agent or incurred by Agent between the time of return of such
payment by Agent and the time of reimbursement by such Lender.

      (e)  Notwithstanding  the  provisions  of subsection  (a) above,  upon the
occurrence  and during  the  continuance  of an Event of  Default,  all  amounts
collected  or received by Agent or any Lender on account of amounts  outstanding
under any of the Credit Documents shall be paid as follows:

           (1) First,  to the payment of all reasonable  out-of-pocket  expenses
      (including  without  limitation  reasonable  attorneys' fees) of Agent and
      Lenders  in  connection  with  enforcing  their  rights  under the  Credit
      Documents;

           (2)  Second,  to  payment  of any fees due Agent for its own
      account and for the account of the Lenders;

           (3)  Third,   to  the  Revolving   Loan  and   Reimbursement
      Obligation;

           (4)  Fourth,  to any  Competitive  Bid  Loans  on a pro rata
      basis;

           (5)  Fifth,  to  all  other  Credit  Party  Obligations  not
      repaid pursuant to (1) through (4) above; and

           (6)  Sixth, the surplus,  if any, to whoever may be lawfully
      entitled thereto.

In carrying  out the  foregoing,  (A) amounts  received  shall be applied in the
order  named  until  exhausted  prior  to  application  to the  next  succeeding
category,  (B) accrued  interest  shall be paid prior to principal  and (C) each
Lender shall receive its  Commitment  Percentage of the amounts  available to be
applied pursuant to clauses (2), (3), and (5).

      2D.6.Capital   Adequacy.  If,  after  the  date  hereof,  any  Lender  has
determined that the adoption or the becoming  effective of, or any change in, or
any change by any  governmental  authority,  central bank or  comparable  agency
charged with the interpretation or administration  thereof in the interpretation
or administration  of any applicable law, rule, or regulation  regarding capital
adequacy,  or compliance  by such Lender,  or its parent  corporation,  with any
request or directive regarding capital adequacy (whether or not having the force
of law) of any such authority,  central bank, or comparable agency, has or would
have the  effect of  reducing  the rate of return on such  Lender's  (or  parent
corporation's)  capital  or  assets  as a  consequence  of  its  commitments  or
obligations  hereunder  to a level below that which such  Lender,  or its parent
corporation, could have achieved but for such adoption,  effectiveness,  changes
or compliance (taking into consideration such Lender's (or parent corporation's)
policies with respect to capital  adequacy),  then, upon notice from such Lender
to the  Borrower,  the  Borrower  shall be  obligated to pay to such Lender such
additional  amount or amounts as will  compensate  such  Lender on an  after-tax
basis (after taking into account applicable deductions and credits in respect of
the amount  indemnified)  for such reduction,  but in no event shall Borrower be
obligated to pay for any reduction or loss of return  accruing more than 30 days
prior to its receipt of such notice.  Each  determination  by any such Lender of
amounts owing under this Section shall,  absent error, be conclusive and binding
on the parties hereto.

      2D.7.Inability  to Determine  Interest  Rate. If prior to the first day of
the month,  the Agent shall have  determined in good faith (which  determination
shall  be  conclusive  and  binding  upon  the  Borrower)  that,  by  reason  of
circumstances  affecting the relevant  market,  adequate and reasonable means do
not exist for  ascertaining  the LIBOR Rate for such month, the Agent shall give
telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as
practicable thereafter, and will also give prompt written notice to the Borrower
and Lenders when such conditions no longer exist.  If such notice is given,  the
outstanding  principal balance of the Loans shall commence to bear interest at a
floating rate of interest  determined  with reference to the Base Rate,  plus or
minus a margin  determined  by Lenders,  so as to most closely  approximate  the
LIBOR Rate in effect  immediately prior to such  termination.  Until such notice
has been  withdrawn by Agent,  the LIBOR Rate shall be  unavailable to Borrower.
Furthermore,  if Agent  determines,  in accordance  with reasonable and ordinary
commercial  standards,  that the  acquisition  of funds in the London  interbank
market would be unsafe,  impractical  or in  violation  of any law,  regulation,
guideline or order,  the Agent shall give telecopy or telephonic  notice thereof
to Borrower  and Lenders as soon as  practicable  thereafter.  If such notice is
given,  the outstanding  principal  balance of any Competitive Bid Loan (but not
the Revolving Loan or Swing Loan), shall commence to bear interest at a floating
rate of interest  determined in the manner set forth in the preceding  paragraph
until such notice has been withdrawn by Agent.

      2D.8.Increased  Costs.  If any change in any law or  regulation  or in the
interpretation  or  application  thereof by any court,  administration  or other
governmental  authority charged with the administration thereof shall either (i)
impose  upon  Agent or any Lender any other  assessment  or similar  requirement
against  the Loans or Letters of Credit or (ii)  impose upon Agent or any Lender
any other condition  regarding this Agreement,  the Loans,  the Letter of Credit
Agreements,  or the Letters of Credit and the result of any event referred to in
clauses (i) or (ii) above  shall be to increase  the cost to Agent of issuing or
maintaining  a Letter of Credit or to  increase  the cost to Agent or Lenders to
make the Loans  (which  increase  in cost  shall be the  result of  Agent's  and
Lenders' reasonable allocation of the aggregate of such cost increases resulting
from  such  events),   then,  upon  written  demand  by  Agent,  Borrower  shall
immediately pay to Agent for its account,  or for the account of Lenders, as the
case may be, from time to time as specified by Agent,  additional  amounts which
shall be sufficient to compensate  Agent and Lenders for such  increased  costs,
together with interest on each such amount from the date demanded  until payment
in full thereof at the Default Rate, but in no event shall Borrower be obligated
to pay for any such  increased  costs  accruing  more than 30 days  prior to its
receipt of such demand.  A certificate  as to such  increased  costs incurred by
Agent submitted to Borrower, shall be conclusive, absent error, as to the amount
thereof.


                          ARTICLE 3. GUARANTY

      3.1.  Guaranty  of Payment.  Each of the  Guarantors  hereby,  jointly and
severally,  unconditionally  guarantees  to each Lender and the Agent the prompt
payment of the Credit  Party  Obligations  in full when due  (whether  at stated
maturity,  as  a  mandatory  prepayment,  by  acceleration  or  otherwise).  The
Guarantors  additionally,  jointly and severally,  unconditionally  guarantee to
each Lender and the Agent the timely  performance of all other obligations under
the  Credit  Documents.  This  Guaranty  is a  guaranty  of  payment  and not of
collection  and is a  continuing  guaranty  and shall apply to all Credit  Party
Obligations whenever arising.

      3.2.  Obligations   Unconditional.   The  obligations  of  the  Guarantors
hereunder   are  absolute  and   unconditional,   irrespective   of  the  value,
genuineness,  validity,  regularity  or  enforceability  of any  of  the  Credit
Documents,  or any other  agreement or  instrument  referred to therein,  to the
fullest  extent   permitted  by  applicable  law,   irrespective  of  any  other
circumstance  whatsoever  which might otherwise  constitute a legal or equitable
discharge or defense of a surety or guarantor.  Each Guarantor  agrees that this
Guaranty  may be enforced by the Lenders  without the  necessity  at any time of
resorting to or  exhausting  any other  security or  collateral  and without the
necessity at any time of having recourse to the Notes or any other of the Credit
Documents  or any  collateral,  if any,  hereafter  securing  the  Credit  Party
Obligations or otherwise and each  Guarantor  hereby waives the right to require
the Lenders to proceed  against the  Borrower or any other  Person  (including a
co-guarantor)  or to require the  Lenders to pursue any other  remedy or enforce
any other right.  Each  Guarantor  further agrees that it shall have no right of
subrogation,  indemnity,  reimbursement or contribution  against the Borrower or
any other Guarantor of the Credit Party  Obligations for amounts paid under this
Guaranty until such time as the Lenders have been paid in full, all  commitments
under the Credit  Agreement  have been  terminated  and no Person shall have any
right to  request  any  return or  reimbursement  of funds  from the  Lenders in
connection  with monies  received  under the Credit  Documents.  Each  Guarantor
further  agrees that nothing  contained  herein  shall  prevent the Lenders from
suing on the Notes or any of the  other  Credit  Documents  or  foreclosing  its
security  interest in or Lien on any  collateral,  if any,  securing  the Credit
Party Obligations or from exercising any other rights available to it under this
Credit  Agreement,  the Notes, any other of the Credit  Documents,  or any other
instrument of security,  if any, and the exercise of any of the aforesaid rights
and the  completion  of any  foreclosure  proceedings  shall  not  constitute  a
discharge of any of any Guarantor's  obligations hereunder; it being the purpose
and intent of each Guarantor that its  obligations  hereunder shall be absolute,
independent  and  unconditional  under any and all  circumstances.  neither  any
Guarantor's  obligations  under this Guaranty nor any remedy for the enforcement
thereof  shall  be  impaired,  modified,  changed  or  released  in  any  manner
whatsoever by an impairment,  modification, change, release or limitation of the
liability of the Borrower or by reason of the  bankruptcy  or  insolvency of the
Borrower.  Each  Guarantor  waives any and all notice of the creation,  renewal,
extension  or accrual of any of the Credit  Party  Obligations  and notice of or
proof  or  reliance  of by the  Agent  or any  Lender  upon  this  Guarantee  or
acceptance of this  Guarantee.  The Credit Party  Obligations,  and any of them,
shall  conclusively be deemed to have been created,  contracted or incurred,  or
renewed,  extended,  amended or waived,  in reliance  upon this  Guarantee.  All
dealings  between the Borrower and any of the  Guarantors,  on the one hand, and
the Agent and the Lenders,  on the other hand,  likewise  shall be  conclusively
presumed to have been had or consummated in reliance upon this Guarantee.

      3.3. Modifications.  Each Guarantor agrees that (a) all or any part of the
security (if any) now or hereafter  held for the Credit  Party  Obligations,  if
any, may be exchanged,  compromised  or  surrendered  from time to time; (b) the
Lenders shall not have any obligation to protect,  perfect, secure or insure any
such security  interests,  liens or encumbrances  now or hereafter held, if any,
for the Credit Party Obligations or the properties subject thereto; (c) the time
or place of payment of the Credit Party  Obligations may be changed or extended,
in whole or in part,  to a time  certain  or  otherwise,  and may be  renewed or
accelerated,  in whole or in part;  (d) the  Borrower and any other party liable
for payment under the Credit Documents may be granted indulgences generally; (e)
any of the  provisions of the Notes or any of the other Credit  Documents may be
modified,  amended or waived; (f) any party (including any co-guarantor)  liable
for the payment thereof may be granted  indulgences or be released;  and (g) any
deposit balance for the credit of the Borrower or any other party liable for the
payment of the Credit Party Obligations or liable upon any security therefor may
be released,  in whole or in part,  at, before or after the stated,  extended or
accelerated  maturity of the Credit Party Obligations,  all without notice to or
further   assent  by  such   Guarantor,   which  shall  remain  bound   thereon,
notwithstanding any such exchange,  compromise,  surrender,  extension, renewal,
acceleration, modification, indulgence or release.

      3.4.  Waiver of Rights.  Each  Guarantor  expressly  waives to the fullest
extent permitted by applicable law: (a) notice of acceptance of this Guaranty by
the Lenders and of all extensions of credit to the Borrower by the Lenders;  (b)
presentment  and demand for payment or  performance  of any of the Credit  Party
Obligations;  (c)  protest  and  notice of  dishonor  or of  default  (except as
specifically  required in the Credit Agreement) with respect to the Credit Party
Obligations or with respect to any security therefor;  (d) notice of the Lenders
obtaining,  amending,  substituting  for,  releasing,  waiving or modifying  any
security  interest,  lien or encumbrance,  if any, hereafter securing the Credit
Party Obligations, or the Lenders' subordinating,  compromising,  discharging or
releasing such security interests, liens or encumbrances,  if any; (e) all other
notices to which such Guarantor might otherwise be entitled;  and (f) demand for
payment under this Guaranty.

      3.5. Reinstatement. The obligations of the Guarantors under this Article 3
shall be  automatically  reinstated if and to the extent that for any reason any
payment by or on behalf of any Person in respect of the Credit Party Obligations
is rescinded  or must be  otherwise  restored by any holder of any of the Credit
Party  Obligations,  whether as a result of any  proceedings  in  bankruptcy  or
reorganization  or otherwise,  and each Guarantor  agrees that it will indemnify
the  Agent  and each  Lender on demand  for all  reasonable  costs and  expenses
(including,  without  limitation,  reasonable  fees of counsel)  incurred by the
Agent  or such  Lender  in  connection  with  such  rescission  or  restoration,
including  any such costs and expenses  incurred in defending  against any claim
alleging  that such payment  constituted a  preference,  fraudulent  transfer or
similar payment under any bankruptcy, insolvency or similar law.

      3.6.  Remedies.  The Guarantors agree that, as between the Guarantors,  on
the one hand, and the Agent and the Lenders, on the other hand, the Credit Party
Obligations  may be  declared  to be  forthwith  due and  payable as provided in
Article 8 (and shall be deemed to have become  automatically  due and payable in
the circumstances provided in Article 8) notwithstanding any stay, injunction or
other  prohibition  preventing such declaration (or preventing such Credit Party
Obligations  from becoming  automatically  due and payable) as against any other
Person  and  that,  in the  event  of such  declaration  (or such  Credit  Party
Obligations  being deemed to have become  automatically  due and payable),  such
Credit Party  Obligations  (whether or not due and payable by any other  Person)
shall forthwith become due and payable by the Guarantors.


          ARTICLE 4. CONDITIONS PRECEDENT TO MAKING ADVANCES,
           SWING LOAN ADVANCES, OR ISSUING LETTERS OF CREDIT

      The obligations of Lenders to make any Advance to Borrower, the obligation
of Agent to issue  Letters of Credit,  and the  obligation of SouthTrust to make
Swing Loan  Advances,  shall be subject to the  satisfaction  by Borrower of the
following  conditions  precedent,  as of the date of the  requested  Advance  or
Letter of Credit:

      (a) There shall  exist no Event of  Default,  and no  covenant,  term,  or
condition  contained in any of the Credit Documents will be breached or violated
as a result of such Advance or the issuance of such Letter of Credit.

      (b) The  representations  and  warranties  of Credit  Parties made in this
Agreement or in any certificate  executed and delivered pursuant hereto shall be
true and accurate in all material respects.

      (c) Credit  Parties  shall have  performed  or  observed  all  agreements,
covenants,  and  conditions  required by Lenders to be  performed or observed by
Credit Parties,  including,  without limitation,  the submission by Borrower and
approval by Lenders, of any required Compliance Certificates.

      (d) Credit  Parties  shall have duly  executed  the Credit  Documents  and
Notes,  and shall have delivered the same to Lenders,  together with any and all
other  documents  that  Lenders  or their  legal  counsel,  in their  reasonable
discretion,  shall deem  necessary  to complete  the  transactions  contemplated
hereunder.

      (e)  Any  proceedings   taken  in  connection  with  the  performance  and
observance of the provisions of this Agreement shall be reasonably  satisfactory
to Lenders and their legal counsel.

      (f) Prior to the first  Advance,  Agent shall have  received,  in form and
substance satisfactory to Agent and its counsel:

           (i)  Copies of the  Organizational  Documents  for each of the Credit
      Parties, certified on the Closing Date by the appropriate Person on behalf
      of each of the Credit Parties.

           (ii)  Certificates  of existence  and good  standing (or such similar
      certificates)  for each of the Credit Parties,  all certified on or within
      thirty (30) days of the Closing Date by the Secretary of State of Alabama,
      and, in the case of CRLP, Delaware.

           (iii)Copies  of the  resolutions of the Board of Trustees of CPT, the
      Board of  Directors  of CPHC,  and, to the extent  necessary,  the general
      partners  of CRLP,  certified  as of the Closing  Date by the  appropriate
      Person  on  behalf  of each of the  Credit  Parties,  authorizing  (A) the
      transactions  contemplated  by  this  Agreement  and  (B)  the  execution,
      delivery  and  performance  by each of the  Credit  Parties  of the Credit
      Documents  and the  execution  and  delivery of all other  documents to be
      delivered by the Credit Parties in connection with the transactions herein
      contemplated.

           (iv) Incumbency certificates, dated as of the date of this Agreement,
      executed  by the  appropriate  Person  on  behalf  of each  of the  Credit
      Parties,  which shall identify by name and title and bear the signature of
      the officers of each Credit Party  authorized to sign the Credit Documents
      and all other  documents  executed  in  connection  with the  transactions
      herein  contemplated  on behalf of the Credit  Parties.  Lenders  shall be
      entitled  to rely upon such  incumbency  certificates  in  completing  the
      transactions herein contemplated.

           (v) The  written  opinion  of legal  counsel  to the  Credit  Parties
      acceptable  to Lenders,  dated the date of this  Agreement,  addressed  to
      Lenders and in form and  substance  acceptable  to Lenders and their legal
      counsel.

           (vi) Such other  agreements,  instruments,  approvals,  opinions  and
      other documents as Lenders may reasonably request.

           (vii)Payment  to  Agent  for  the  account  of  the  Lenders  of  the
      Commitment Fee and payment to Agent for its own account of the Agent Fee.

           (viii) Evidence of property and liability  insurance in such amounts,
and with such carriers, as is acceptable to Lenders.

      Each  request for an Advance or Swing Loan  Advance,  and each request for
issuance of a Letter of Credit shall constitute  Credit Parties'  representation
and warranty that each of the  foregoing  conditions is satisfied on the date of
such request, and on the date of such Advance or Swing Loan Advance, or issuance
of such Letter of Credit, and that all representations and warranties  contained
in the Credit  Documents  are true and correct  and that  Credit  Parties are in
compliance with all terms and conditions of the Credit  Documents as of the date
of such  request  and the date of such  Advance,  or  Swing  Loan  Advance,  and
issuance of such Letter of Credit.

               ARTICLE 5. REPRESENTATIONS AND WARRANTIES

      To induce Lenders to enter into this Agreement,  to induce Lenders to make
Advances hereunder, to induce Agent to issue Letters of Credit hereunder, and to
induce  SouthTrust to make Swing Loan  Advances,  Credit  Parties  represent and
warrant to Lenders that:

      5.1. Existence, Power and Qualification.

      (a) CPT (1) is duly organized, validly existing and in good standing under
the laws of the State of Alabama,  (2) has the power and authority and the legal
right to own its  property and to conduct its business in the manner in which it
is now conducted or hereafter  contemplates  conducting  its  business,  and (3)
qualifies as a "real estate investment trust" under the applicable provisions of
the Internal Revenue Code.

      (b) CPHC (1) is duly  incorporated,  validly existing and in good standing
under the laws of the State of Alabama,  and (2) has the power and authority and
the legal right to own its property and to conduct its business in the manner in
which it is now conducted or hereafter contemplates conducting its business.

      (c) CRLP (1) is duly  organized,  validly  existing  and in good  standing
under the laws of the State of Delaware, (2) has the power and authority and the
legal right to own its  property  and to conduct  its  business in the manner in
which it is now conducted or hereafter contemplates conducting its business, and
(3) is duly  qualified and registered to do business under the laws of the State
of Alabama and any other  states  where its  ownership of property or conduct or
proposed conduct of its business requires such qualification.

      5.2.  Authority  to Borrow  Hereunder.  Credit  Parties have the power and
authority and the legal right to make, deliver and perform the Credit Documents.
Credit  Parties have taken all  necessary  action on their part to authorize the
execution,  delivery and performance of the Credit Documents,  and the borrowing
contemplated  thereby.  No  consent or  authorization  of, or filing  with,  any
federal,  state, county or municipal government,  or any department or agency of
any such  government,  is  required  of Credit  Parties in  connection  with the
execution,  delivery,  performance,  validity  or  enforceability  of the Credit
Documents, or the borrowing contemplated hereby.

      5.3. Due Execution and Enforceability. The Credit Documents have been duly
executed and delivered on behalf of Credit  Parties,  and  constitute the legal,
valid and  binding  obligation  of Credit  Parties  enforceable  against  Credit
Parties in accordance with their respective terms,  except as enforceability may
be limited by applicable bankruptcy, insolvency,  reorganization,  moratorium or
similar laws  affecting the  enforcement  of creditor's  rights  generally,  and
general  principles  of equity  which may limit the  availability  of  equitable
remedies.

      5.4. No Conflict.  The execution,  delivery and  performance of the Credit
Documents,  and the consummation of the transactions  contemplated therein, will
not (a) conflict with or be in contravention of any law, regulation, rule, order
or judgment applicable to Credit Parties or their Organizational  Documents,  or
any other agreement, instrument, mortgage, deed of trust, lien, lease, judgment,
decree or order to which  Credit  Parties are a party or are subject or by which
Credit Parties or their  properties are bound or affected,  or (b) result in the
creation of any Lien upon any of the properties of Credit Parties.

      5.5.   Material   Claims.   There  is  no  litigation,   claim,   lawsuit,
investigation, action or other proceeding pending or, to the knowledge of Credit
Parties, threatened before any court, agency, arbitrator or other tribunal which
individually or in the aggregate might result in any material  adverse change in
the financial condition, operations, businesses or prospects of Credit Parties.

      5.6. Financial Statements Accurate. All financial statements heretofore or
hereafter  provided by the Credit  Parties are and will be true and  complete in
all material  respects as of their  respective dates and will fairly present the
financial condition of the Credit Parties, and there are no liabilities,  direct
or indirect,  fixed or contingent,  as of the dates of such statements which are
not  reflected  therein  or in the notes  thereto  or in a  written  certificate
delivered with such  statements.  All financial  statements have been or will be
prepared in accordance with GAAP.  There has been no material  adverse change in
the financial condition,  operations,  or prospects of any Credit Parties, since
the date of such  statements  except  as fully  disclosed  in  writing  with the
delivery of such statements.

      5.7. No Defaults or  Restrictions.  There is no declared default under any
agreement  or  instrument   nor  does  there  exist  any   restriction   in  the
Organizational Documents of Credit Parties that causes or would cause a material
adverse effect on the business,  properties,  operations or condition, financial
or otherwise,  of Credit  Parties  (except for  restrictions  applicable to real
estate investment trusts under the Internal Revenue Code).

      5.8. Payment of Taxes.  Credit Parties have filed all federal,  state, and
local tax returns which are required to be filed and have paid, or made adequate
provision for the payment of, all taxes which have or may become due pursuant to
said returns or to assessments received by Borrower.

      5.9.  Necessary  Permits,  Etc.  Credit  Parties  possess all  franchises,
trademarks,  permits, licenses, consents,  agreements and governmental approvals
that are necessary or required by any authority to carry on their  businesses as
now conducted.  Credit Parties have received no notice of default or termination
of any material  agreement or any notice of noncompliance  with any law, rule or
regulation by which they are bound,  which would cause a material adverse effect
upon the business, properties,  operations or condition, financial or otherwise,
of Credit Parties.

      5.10.Regulation  U.  Credit  Parties  are not engaged and will not engage,
principally  or as  one of  their  important  activities,  in  the  business  of
extending  credit for the  purpose of  "purchasing"  or  "carrying"  any "margin
stock" (as each of the quoted terms is defined or used in Regulation  U), and no
part of the Loans will be used for so "purchasing" or "carrying"  "margin stock"
or for any purpose which  violates,  or which would be  inconsistent  with,  the
provisions of  Regulation  U. If requested by Lenders,  Borrower will furnish to
Lenders a statement in conformity  with the  requirements of Regulation U to the
foregoing effect.

      5.11.Title to Assets.  Credit  Parties  have good and  marketable
title to all of their assets.

      5.12.Compliance   with  Applicable   Environmental   Law.  Credit  Parties
represent and warrant to Lenders that, except as set forth in Schedule 5.12, the
Properties  and  Credit  Parties  are  not in  violation  of or  subject  to any
existing,  pending  or, to the best of  Credit  Parties'  knowledge,  threatened
investigation or inquiry by any governmental  authority or any response costs or
remedial   obligations  under  any  Applicable   Environmental   Law,  and  this
representation  and  warranty  would  continue to be true and correct  following
disclosure to the applicable  governmental  authorities  of all relevant  facts,
conditions and circumstances,  if any, pertaining to the Properties; that Credit
Parties have not  obtained and are not required to obtain any permits,  licenses
or similar  authorizations to construct,  occupy,  operate or use any buildings,
improvements, fixtures or equipment located upon the Properties by reason of any
Applicable   Environmental  Law;  that  Credit  Parties  have  taken  all  steps
reasonably  necessary  to  determine  and  have  determined  that  no  petroleum
products,  oil, hazardous  substances,  or solid wastes have been disposed of or
otherwise released on the Properties; and that the use which Credit Parties have
made,  make or intend to make of the Properties  will not result in the location
on or  disposal  or other  release of any  petroleum  products,  oil,  hazardous
substances or solid waste on or to the  Properties.  Credit Parties hereby agree
to pay any fines, charges,  fees, expenses,  damages,  losses,  liabilities,  or
response  costs  arising  from or  pertaining  to the  application  of any  such
Applicable Environmental Law to the Properties and to indemnify and forever save
Lenders harmless from any and all judgments,  fines,  charges,  fees,  expenses,
damages,  losses,  liabilities,  response costs, or attorneys' fees and expenses
arising from the  application of any such  Applicable  Environmental  Law to the
Projects or Agent.  Each of the Credit  Parties  agree to notify  Lenders in the
event that any  governmental  agency or other  entity  notifies any of them that
they may not be in compliance  with any  Applicable  Environmental  Law.  Credit
Parties  agree  to  permit  Lenders  to have  access  to the  Properties  at all
reasonable  times in order to conduct,  at Credit  Parties'  expense,  any tests
which  Lenders  deem  are  necessary  to  ensure  that  Credit  Parties  and the
Properties are in compliance with all Applicable  Environmental Laws. Terms used
in this Section  5.12.  which are defined in any  Applicable  Environmental  Law
shall have the meanings given therein.

      5.13.Disclosure.  Neither this Agreement nor any other document, financial
statement,  credit  information,  certificate or statement required herein to be
furnished  to  Lenders  by Credit  Parties  in  connection  with this  Agreement
contains any untrue, incorrect or misleading statement of material fact, and all
of these documents taken as a whole do not omit to state a fact material to this
Agreement,  to  Lenders'  decision  to  enter  into  this  Agreement  or to  the
transactions  contemplated  hereunder.  All  representations and warranties made
herein or any certificate or other document delivered to Lenders by or on behalf
of Credit Parties,  pursuant to or in connection  with this Agreement,  shall be
deemed to have been relied  upon by Lenders  notwithstanding  any  investigation
heretofore or hereafter  made by Lenders or on their  behalf,  and shall survive
the making of Advances as contemplated hereby.

      5.14.Controlled  Companies.  None of the Credit  Parties is an "investment
company"  within the meaning of the Investment  Company Act of 1940, as amended,
nor is any Credit Party subject to regulation  under the Public Utility  Holding
Act of 1935, the Federal Power Act, or any other law or regulation which relates
to the incurring of debt,  including,  but not limited to, laws and  regulations
regulating common or contract  carriers or the sale of electricity,  gas, steam,
water or other public utility services.

      5.15.Insolvency.   Credit  Parties  are  now  and,  after  giving
effect to the transactions  contemplated  hereby, at all times will be,
Solvent.

      5.16.ERISA.  Each  Credit  Party  is in  compliance  with  all  applicable
material  provisions  of ERISA.  No Credit  Party has received any notice to the
effect that it is not in full compliance  with any of the  requirements of ERISA
and the  regulations  promulgated  thereunder.  No fact or situation  that could
result  in a  material  adverse  change  in the  financial  condition  of Credit
Parties,  including,  but not limited  to, any  Reportable  Event or  Prohibited
Transaction, exists in connection with any Employee Plan. Neither Credit Parties
nor any of the  Subsidiaries  has any withdrawal  liability in connection with a
Multiemployer Plan.

      5.17.Existing Debt. To the best of their knowledge, Credit Parties are not
in default with respect to any of their existing  Debt.  Credit Parties have not
received  any written  notice of a default or event of default from any creditor
with  respect  to Credit  Parties'  Debt.  The Total  Liabilities  of the Credit
Parties are, and will be,  accurately  and completely set forth in an attachment
to the Compliance Certificate.

                   ARTICLE 6. AFFIRMATIVE COVENANTS

      Credit  Parties agree and covenant that until the Loans and  Reimbursement
Obligation have been paid in full, and the Commitment Period has expired, Credit
Parties shall comply with each of the following affirmative covenants:

      6.1. Payment of Loans and Reimbursement Obligation; Maintenance of Maximum
Borrowing Base. Borrower will duly and punctually pay the principal and interest
of the Loans in accordance with the terms of this Agreement and the Notes;  will
duly and punctually  pay the  Reimbursement  Obligation and interest  thereon in
accordance with the terms of this Agreement and the Letter of Credit Agreements;
and will  maintain  the  Maximum  Borrowing  Base at an amount that at all times
equals or exceeds the sum of the  outstanding  principal of the  Revolving  Loan
plus the  Reimbursement  Obligation,  plus the outstanding  principal balance of
Competitive Bid Loans, plus the outstanding principal balance of the Swing Loan.

      6.2.  Insurance.  Credit  Parties will maintain  insurance  with insurance
companies  satisfactory to Lenders on such of their Properties,  in such amounts
and  against  such risks as is  customarily  maintained  in  similar  businesses
operating in the same vicinities, and file with Agent upon request, from time to
time, a detailed list of the insurance then in effect,  stating the names of the
insurance companies, the amounts and rates of the insurance, dates of expiration
thereof,  and the Properties and risks covered thereby, and within ten (10) days
after notice in writing from Agent, shall obtain additional insurance as Lenders
may reasonably  request.  All liability  insurance policies shall name Agent, as
agent for  Lenders,  as  additional  insured,  and shall  provide  Agent  with a
certificate  confirming  that such insurance is in effect and cannot be canceled
without  giving  Agent at least thirty (30) days' prior  written  notice of such
cancellation. Credit Parties shall give Agent prompt notice of any casualty loss
in excess of $1,000,000 occurring at any of the Properties.

      6.3.  Maintenance  of  Existence.   Credit  Parties  will  maintain  their
existence  and, in each  jurisdiction  in which the character of the  properties
owned  by any of the  Credit  Parties  or in  which  the  transaction  of  their
businesses makes qualification  necessary,  maintain such qualification and good
standing.

      6.4.  Compliance with Laws; Payment of Claims.  Credit Parties will comply
in all material respects with all applicable laws, rules, regulations and orders
(including, without limitation, Applicable Environmental Laws and ERISA); paying
before the same  become  delinquent  all  taxes,  assessments  and  governmental
charges or levies imposed upon Credit Parties or upon their income or profits or
upon any of their  Properties;  and paying all lawful  claims,  which if unpaid,
might become a Lien upon any of their Properties, except to the extent contested
in good faith by proper  proceedings  which stay the  imposition of any penalty,
fine or Lien resulting from the  nonperformance  or nonpayment  thereof and with
respect to which adequate reserves have been set aside for payment thereof.

      6.5. Accrual and Payment of Taxes.  Credit Parties will accrue all current
tax  liabilities  of all kinds,  all  required  withholdings  of income taxes of
employees, all required old age and unemployment contributions, and pay the same
when they become due, unless appropriate extensions are obtained.

      6.6.  Maintenance of Properties.  Each of the Credit Parties will keep all
of its properties,  including the Properties,  in good repair, working order and
condition,  reasonable  wear and tear  excepted,  and from time to time make all
needed and proper repairs, renewals,  replacements,  additions, and improvements
thereto as is  necessary  for items  that have  become  obsolete  or worn in the
ordinary  course of business,  and comply with the  provisions  of all leases to
which  Credit  Parties are parties or under which they occupy  property so as to
prevent any loss or forfeiture thereof or thereunder.

      6.7.  Other  Indebtedness.  Credit Parties will duly and punctually pay or
cause to be paid all  principal  and  interest  of any  indebtedness  of  Credit
Parties  to  Lenders  or  to  other  creditors,  comply  with  and  perform  all
conditions,  terms and obligations of the notes or other instruments  evidencing
such  indebtedness and the mortgages,  deeds of trust,  security  agreements and
other instruments evidencing security for such indebtedness

      6.8.  Examination  and Visitation By Lenders.  At any reasonable  time and
from time to time upon  reasonable  notice and  during  normal  business  hours,
Credit Parties will permit Lenders or their  representatives to examine and make
copies and  abstracts  from the  records  and books of account of, and visit the
properties of, Credit Parties, and to discuss the affairs, finances and accounts
of Credit Parties with any of their respective officers, directors or employees.

      6.9. Accounting  Records.   Credit  Parties  will  keep  adequate
records  and  books  of  account,   with   complete   entries  made  in
accordance  with GAAP  consistently  applied,  reflecting  all of their
financial transactions.

      6.10.Maintenance of Permits, Etc. Credit Parties will obtain, maintain and
preserve all permits,  licenses,  authorizations,  approvals,  certificates  and
accreditation which are necessary for the proper conduct of their businesses.

      6.11.Conduct Business. Credit Parties will conduct their businesses as now
conducted and do all things necessary to preserve,  renew and keep in full force
and effect their rights and franchises necessary to continue such businesses.

      6.12.Correction of Defect, Etc. On request of Lenders, Credit Parties will
promptly  correct any scrivener's  error which may be discovered in the contents
of the Credit Documents,  or in the execution  thereof,  and execute and deliver
such further  instruments and do such further acts as may be necessary or as may
be  requested  by Lenders to carry out more  effectively  the  purposes  of this
Agreement.

      6.13.Financial and Other Information.  Credit Parties will provide Lenders
with the following  financial  statements and other  information on a continuing
basis:

      (a) Within one hundred (100) days after the end of the  respective  fiscal
years of Credit Parties,  annual audited  consolidated  financial  statements of
Credit  Parties,  prepared  by a  nationally  recognized  accounting  firm or an
independent  certified public  accounting firm acceptable to the Lenders,  which
statements  shall include a balance sheet and a statement of income and expenses
for the year then ended and consolidated and consolidating schedules.

      (b) Within fifty (50) days after the end of each fiscal quarter, unaudited
financial statements of the Credit Parties, prepared in accordance with GAAP and
consistent with the annual statements, which statements shall include a detailed
balance  sheet and  statement  of income and expenses for the quarter then ended
and shall be certified by the  treasurer or chief  financial  officer of each of
Credit Parties to be true and correct.

      (c)  Simultaneously  with the  filing or  mailing  thereof,  copies of any
filings made by CPT with the Securities and Exchange Commission or mailings made
by CPT to its shareholders, including, without limitation, copies of CPT's proxy
statements, annual reports, Form 10-K, Form 10-Q, and Form 8-K (if filed).

      (d) To the extent a Credit  Party is aware of the same,  prompt  notice of
the   commencement  of  any  proceeding  or   investigation  by  or  before  any
governmental  authority  and any  action  or  proceeding  in any  court or other
tribunal or before any arbitrator against or in any other way relating adversely
to, or  adversely  affecting,  any Credit  Party or its  respective  properties,
assets or business  which,  if determined  or resolved  adversely to such Credit
Party,  could have a material  adverse  effect on the  operations  or  financial
condition of such Credit Party.

      (e)  Prompt  notice  of  any  amendment  to  any   Organizational
Documents of a Credit Party.

      (f)  Prompt notice of any change in the senior  management of any
Credit Party. For purposes  hereof,  "senior  management"  means Thomas
H. Lowder,  Howard B. Nelson, Jr., Paul Earl,  Reynolds Thompson,  John
Hughey, and Charles McGehee.

      (g) Prompt  notice of any  change in the  business,  assets,  liabilities,
financial  condition,  results of operations or business prospects of any Credit
Party or any Subsidiary  which has had or may have a material  adverse effect on
such Person's operations or financial condition.

      (h) Prompt  notice of the  occurrence  of any  Default or Event of Default
hereunder  or under  the  documents  evidencing  any  Debt of any of the  Credit
Parties.

      (i) Prompt notice of the acquisition,  incorporation, or other creation of
any Subsidiary,  the purpose for such  Subsidiary,  and the nature of the assets
and liabilities thereof.

      (j)  Promptly  upon  receipt  thereof,  copies  of all  reports,  if  any,
submitted to any Credit  Party or to such Credit  Parties'  Board of  Directors,
Board of  Trustees,  or  partners,  as  applicable,  by its  independent  public
accountants, including, without limitation, any management report.

      Lenders reserve the right to require such other  financial  information of
Credit Parties,  at such other times, as Lenders shall deem necessary and Credit
Parties agree  promptly to provide such  information  to Lenders.  All financial
statements  must be in the form and detail as the  Lenders may from time to time
reasonably request.

      6.14.Compliance  Certificate.  At the  time of  furnishing  the  quarterly
financial  statements  required  under the  foregoing  Section,  within ten (10)
Business Days of any purchase, sale, acquisition, merger, or similar transaction
wherein  the  value  of the  transaction  equals  or  exceeds  $25,000,000,  the
assumption  of  additional  debt in excess of $10 million,  or the issuance of a
Letter of Credit under the Revolving  Loan, and within ten (10) Business Days of
the  addition  or removal of any  Property to or from the Pool,  Credit  Parties
shall submit to Lenders a compliance  certificate in the form attached hereto as
Exhibit  E, with all  information  completed,  attached,  and  certified  by the
treasurer or chief  financial  officer of each of Credit Parties as complete and
correct.

      6.15.Employee Plan Reports and Notices. Credit Parties will, upon request,
promptly furnish to Lenders after the filing or receipt  thereof,  copies of all
reports and  notices,  if any,  which  Credit  Parties  file under the  Internal
Revenue Code or ERISA with the Internal  Revenue  Service,  the Pension  Benefit
Guaranty  Corporation or the U.S.  Department of Labor,  or which Credit Parties
receive from any such agency,  with respect to any Employee  Plan, if any of the
information  therein could form the basis of, or any dispute referred to therein
which, if determined adversely to Credit Parties,  could constitute or give rise
to an Event of Default.

      6.16.Ownership.  CPT shall at all times own 100% of the  capital  stock of
CPHC, and CPHC or CPT shall at all times be the sole general partner of CRLP.

      6.17.     REIT  Status.  CPT will  maintain  its status as a real
estate investment trust, as defined in the Internal Revenue Code.

      6.18.Ratings.  At the time CRLP's  senior  unsecured  Debt is rated by any
rating agency,  and  thereafter,  at the time of supplying the annual  financial
statements  required by Section  6.13.  hereof,  Credit  Parties shall submit to
Lenders  evidence of CRLP's  senior  unsecured  Debt then current  rating by the
applicable rating agency. If such rating changes or such Debt is no longer rated
by a Qualified  Rating Agency at any time,  Credit  Parties must notify  Lenders
within  two  (2)  Business  Days  of  such  change,  and  the  Margin  shall  be
recalculated and shall be effective two (2) days after such change in ratings.

      6.19.Registration  of Stock of CPT.  Credit  Parties  shall cause
the  stock of CPT to be  listed  on the New York  Stock  Exchange,  the
American  Stock  Exchange,  or the National  Association  of Securities
Dealers Automated Quotation System at all times.

      6.20.Key  Officers.  Credit Parties shall cause Thomas H. Lowder to remain
as chief executive officer and chairman of the board of directors of each of the
Credit Parties;  provided,  however,  that his removal or resignation  from such
positions  shall not  constitute  a breach of this  covenant if such  removal or
resignation results from his death or disability, or is for cause.

      6.21.Environmental  Laws.  Credit  Parties will  comply,  and cause all of
their  Affiliates  to comply,  with all  Applicable  Environmental  Laws. If any
Credit  Party shall (a)  receive  notice that any  violation  of any  Applicable
Environmental  Law may have been  committed  or is about to be committed by such
Person,  (b) receive  notice that any  administrative  or judicial  complaint or
order has been filed or is about to be filed  against any Credit Party  alleging
violations of any Applicable Environmental Laws or requiring any Credit Party to
take any action in connection  with the release of hazardous  materials,  or (c)
receive any notice from a governmental  authority or private party alleging that
any Credit Party may be liable or responsible  for any costs  associated  with a
response  to or cleanup  of a release of a  hazardous  material  or any  damages
caused thereby, and such notices, individually or in the aggregate, could have a
material  adverse effect on the operations or financial  condition of any Credit
Party,  such Credit Party shall  provide Agent with a copy of such notice within
thirty (30) days after the receipt  thereof by such Credit Party.  Within thirty
(30) days after any Credit Party learns of the enactment or  promulgation of any
new Applicable  Environmental  Law which could have a material adverse effect on
the  operations or financial  condition of any Credit  Party,  such Credit Party
shall provide Agent with notice  thereof.  Each Credit Party shall promptly take
all actions  necessary  to prevent the  imposition  of any Liens on any of their
respective properties arising out of or related to any Applicable  Environmental
Laws. If Credit  Parties are notified as set forth herein,  or otherwise  become
aware,  that any of the Properties are in violation of Applicable  Environmental
Laws,  Credit Parties shall,  within 180 days of Credit Parties' receipt of such
notice or actual  knowledge of such  violation,  deliver to Agent an estimate of
the cost to remediate and/or otherwise cure such violation,  which estimate must
be from a licensed  environmental  firm or engineer  acceptable to Agent. If the
costs of such  remediation  and/or cure exceed $500,000 for any single Property,
such estimated costs shall be subtracted  from the Maximum  Borrowing Base until
such time as Credit  Parties have  remediated  and/or  cured (and have  provided
evidence  satisfactory to Agent of such  remediation and cure) such violation in
accordance with Applicable  Environmental  Laws.  Credit Parties agree to remedy
and/or cure any such  violation  within the time periods  permitted  therefor by
Applicable Environmental Laws or any governmental authorities.

      6.22.Addition/Removal  of Properties  to/from the Pool. An initial list of
Pool  Properties is attached  hereto as Exhibit H. The Credit Parties  represent
and  warrant to  Lenders  that the Pool  Properties  meet the  requirements  for
inclusion in the Pool as set forth in the  definition  of "Pool" in Article 1 of
this Agreement.  The Credit Parties may add other  Properties to the Pool during
the  Commitment  Period  by  delivering  a  certificate  to  the  Agent,   which
certificate must (1) contain a detailed  description of the Property,  (2) state
that such Property meets the  requirements  for inclusion in the Pool, (3) state
that  Borrower  has  substantially  complied  with the  requirements  of the Due
Diligence  Checklist attached hereto as Exhibit I, and (4) must be signed by the
President,  Chief Executive  Officer,  or Chief  Financial  Officer of Borrower.
Borrower shall provide Agent a Phase I  Environmental  Site  Assessment for each
property  added to the Pool,  which  assessment  must be  acceptable to Lenders.
Borrower shall also provide Agent, upon the request of any Lender, copies of any
of the due diligence  items described in the Due Diligence  Checklist,  together
with any other  information with respect to such Property as Agent or any Lender
may reasonably  request.  If such  certificate is submitted at least thirty (30)
days  after  the  end of  any  fiscal  quarter,  and  such  Property  meets  the
requirements  for  inclusion  in the  Pool as of the  last  day of  such  fiscal
quarter,  as reasonably  determined by Agent,  such Property will be included in
the Pool for such fiscal quarter.  If all or a Material  Portion (as hereinafter
defined) of a Pool Property is destroyed by fire or other casualty,  or shall be
damaged or taken by condemnation  (which term shall include any damage or taking
by any governmental authority and any transfer by private sale in lieu thereof),
either  temporarily or permanently,  such Property shall be immediately  removed
from the Pool. As used herein,  "Material  Portion"  means  twenty-five  percent
(25%) or more of the leasable square footage of the Property or, for multifamily
Properties,  twenty-five  percent  (25%)  or  more  of the  total  units  at the
Property. Properties may also be removed from the Pool at the written request of
Credit  Parties  provided  that  such  removal  will not  result  in a breach or
violation of any term,  covenant,  or  condition  contained in any of the Credit
Documents.


                    ARTICLE 7.  NEGATIVE COVENANTS

      Credit  Parties agree and covenant that until the Loans and  Reimbursement
Obligation have been paid in full and the Commitment Period has expired,  Credit
Parties shall abide by and observe the following negative covenants:

      7.1.  Debt.  Credit Parties shall not create,  incur,  assume or suffer to
exist any Debt  (other  than the Loans) or  obligation  for money  borrowed,  or
guarantee,  or  endorse,  or  otherwise  be or  become  contingently  liable  in
connection  with  the  obligations  of any  Person  unless  prior  to  any  such
transaction, and immediately following such transaction,  Credit Parties will be
in compliance  with all terms,  covenants,  and conditions  (including,  without
limitation, financial covenants) of the Credit Documents.

      7.2.  Merger,  Consolidation,  Etc.  No Credit  Party  will enter into any
merger,   consolidation  or  similar   transaction  unless  (i)  following  such
transaction,  such  Credit  Party  will  continue  to be  engaged  solely in the
business of ownership,  development,  management, and investment in real estate,
(ii) such Credit Party is the surviving  entity of such  transaction,  and (iii)
immediately upon consummation of such transaction  Credit Parties provide notice
of such  transaction  to Agent and  provide to Agent  evidence  satisfactory  to
Lenders that Credit  Parties are in compliance  with all  covenants,  including,
without  limitation,  financial  covenants,  contained  herein and in any of the
other Credit Documents.

      7.3. Sale or  Disposition  of  Substantially  All Assets.  Credit
Parties will not sell,  assign,  lease or otherwise dispose of (whether
in  one   transaction   or  in  a  series  of   transactions)   all  or
substantially all of their assets (whether now or hereafter acquired).

      7.4.  Other  Disposition of Assets.  Credit Parties will not sell,  lease,
transfer or otherwise dispose of assets, unless any such disposition shall be in
the ordinary course of business for a full and fair  consideration,  which in no
event  shall  include  a  transfer  for  full  or  partial   satisfaction  of  a
pre-existing debt without prior written notice to Agent.

      7.5. ERISA Funding and Termination. Credit Parties will not permit (a) the
funding  requirements of ERISA with respect to any Employee Plan ever to be less
than the minimum  required by ERISA or (b) any Employee  Plan ever to be subject
to involuntary termination proceedings.

      7.6.  Transactions  with Affiliates.  Credit Parties will not, without the
prior written consent of Lenders,  enter into any transaction  with an Affiliate
other than in the ordinary  course of Credit  Parties'  business and on fair and
reasonable  terms no less  favorable  to Credit  Parties  than those that Credit
Parties would obtain in a comparable  arms-length  transaction with a Person not
an Affiliate;  provided, however, that such consent shall not be required unless
the total value of the property or services  represented by  transactions  which
are not in the  ordinary  course of business  and on fair and  reasonable  terms
("Prohibited  Transactions"),  when added to the total value of all  property or
services represented by prior Prohibited  Transactions and consummated after the
Closing Date, exceeds $16,000,000.

      7.7. Distributions.

      (a) CPT's  distributions to shareholders,  from and after the date hereof,
shall not  exceed  95% of Funds  From  Operations  through  the date of any such
distribution. After an Event of Default, CPT shall not make any distributions or
other  payments to  shareholders  in excess of the minimum  amounts  required in
order for CPT to  maintain  its status as a real  estate  investment  trust,  as
defined in the Internal  Revenue  Code.  After an Event of Default  specified in
Sections  8.1.(a),  (b),  (e) and (f), CPT shall not make any  distributions  or
other payments to shareholders without the prior written consent of the Lenders.

      (b) CRLP's  distributions  to  partners,  from and after the date  hereof,
shall not  exceed  95% of Funds  From  Operations  through  the date of any such
distribution.  After an Event of Default,  CRLP shall not make any distributions
or other payments to its partners in excess of the minimum  amounts  required in
order for CPT to  maintain  its status as a real  estate  investment  trust,  as
defined in the Internal  Revenue  Code.  After an Event of Default  specified in
Sections  8.1.(a),  (b), (e) and (f), CRLP shall not make any  distributions  or
other payments to partners without the prior written consent of the Lenders.

      7.8. Financial  Covenants:  The Credit  Parties  shall not at any
time permit:

(a)             the  ratio of  EBITDA to  Interest  Expense  to be less
than 2.0 to 1.0;

(a)             the ratio of EBITDA  to Fixed  Charges  to be less than
1.75 to 1.0;

(a)             the ratio of Pool EBITDA to Unsecured  Interest Expense
to be less than 2.0 to 1.0;

(a)             the ratio of Pool GAV to  Unsecured  Liabilities  to be
less than 1.60 to 1.0;

(a)             the  ratio of Debt to Total  Market  Capitalization  to
exceed fifty-five percent (55%);

(a)             the  ratio  of  Total  Liabilities  to  GAV  to  exceed
fifty-five percent (55%); or

(a)             the  ratio  of  Secured  Liabilities  to GAV to  exceed
forty percent (40%).

      7.9. Change in Business.  Make any material  change in the nature
of the  business  of the  Credit  Parties  as  carried  on at the  date
hereof.
      7.10.Changes in Accounting;  Fiscal Year. Change the methods of accounting
of the Credit  Parties unless such change is permitted by GAAP and provided such
change does not have the effect of curing or preventing  what would otherwise be
an Event of Default had such change not taken  place,  or change the date of its
fiscal year end.


              ARTICLE 8.  EVENTS OF DEFAULT AND REMEDIES

      8.1. Events  of  Default.  The  occurrence  of any one or more of
the following events shall constitute an Event of Default hereunder:

      (a) Nonpayment of principal, interest, or any other sum payable under this
Agreement or the Notes, or nonpayment of the  Reimbursement  Obligation when and
as the same shall become due and payable, whether at their stated maturities, by
acceleration or otherwise (a "Monetary Default"),  which nonpayment is not cured
within five (5) Business Days after written  notice thereof from Agent to Credit
Parties;  provided,  however,  that Agent shall not be required to give  written
notice of such default more than four (4) times in any twelve (12) month period,
after  which such  nonpayment  must be cured  within five (5) days after the due
date therefor.

      (b)  Violation  or breach of any  covenant  set forth in Sections
6.14. or 6.16. or in Article 7 hereof.

      (c) Any representation or warranty made by or on behalf of Credit Parties,
under  or in  connection  with  this  Agreement  shall  be  materially  false or
misleading as of the date on which made.

      (d) Any Credit  Party shall fail to perform or observe any term,  covenant
or agreement  (other than those specified in (a) and (b) above) contained in any
Loan Document to be performed or observed by such Credit Party, and such failure
shall remain  unremedied for thirty (30) days after written notice thereof shall
have been given to Credit  Parties  by Agent;  provided,  however,  that if such
failure  cannot,  with reasonable  diligence,  be fully cured within such thirty
(30) day period,  the period for cure shall be extended for up to an  additional
sixty (60) days,  as long as (1) within the  initial  thirty  (30) days,  Credit
Parties  commence  the cure and  provide  Agent with  written  notice  that such
failure cannot be fully cured within such initial thirty (30) day period and (2)
Credit  Parties  proceed to complete such cure with due diligence and as soon as
practicable  within  the  additional  sixty  (60) day  period  (a  "Non-Monetary
Default").

      (e) Any  Credit  Party  shall be  generally  not  paying its debts as they
become due or shall make a general  assignment for the benefit of creditors;  or
any  petition  shall be filed by or against any one or more of the Credit  Party
under the federal  bankruptcy  laws, or any other proceeding shall be instituted
by or  against  such  Credit  Party  seeking  to  adjudicate  it a  bankrupt  or
insolvent, or seeking liquidation,  reorganization,  arrangement,  adjustment or
composition of it or its debts under any law relating to bankruptcy,  insolvency
or  reorganization  or relief of  debtors,  or seeking the entry of an order for
relief or the  appointment  of a receiver,  trustee,  custodian or other similar
official  for  such  Credit  Party  or any  substantial  part  of  its  property
(provided,  that as to any involuntary proceeding,  such shall not constitute an
Event of Default  unless the same is not dismissed or vacated  within sixty (60)
days of the date of such filing); or any one or more of the Credit Parties shall
take any action to authorize or effect any of the  transactions  set forth above
in this Section 8.1.(e).

      (f) Acceleration  prior to maturity of an aggregate of $10,000,000 or more
of Debt or guarantees of Debt of one or more of the Credit Parties.

      (g) Any  Credit  Party  shall  disavow,  revoke or  terminate  any  Credit
Document to which it is a party or shall  otherwise  challenge or contest in any
action suit or proceeding in any court or before any governmental  authority the
validity or enforceability of this Agreement or any other Credit Documents.

      (h) A judgment  or order for the  payment  of money (not fully  covered by
insurance  as to which  the  insurance  company  has  acknowledged  coverage  in
writing)  shall be  entered  against  any  Credit  Party  by any  court or other
tribunal which exceeds,  individually  or together with all other such judgments
or orders entered against Credit  Parties,  $5,000,000 in amount (or which shall
otherwise  have a  material  adverse  effect  on  such  Person's  operations  or
financial condition),  and such judgment or order shall continue for a period of
thirty (30) days without being stayed or dismissed through appropriate appellate
proceedings.

      (i) (i) any Reportable Event with respect to an Employee Plan shall occur;
(ii) any  Employee  Plan shall incur an  "accumulated  funding  deficiency"  (as
defined in Section 412 of the Internal Revenue Code or Section 302 of ERISA) for
which a  waiver  has  not  been  obtained  in  accordance  with  the  applicable
provisions of the Internal  Revenue Code and ERISA; or (iii) any Credit Party is
in  "default"  (as  defined  in Section  4219(c)(5)  of ERISA)  with  respect to
payments to a Multiemployer  Plan resulting from such Credit Party's complete or
partial  withdrawal  (as  described  in Section 4203 or 4205 of ERISA) from such
Multiemployer Plan.

      (j) Any order,  judgment  or decree is entered  against  any Credit  Party
decreeing  the  dissolution  or split up of such  Credit  Party  and such  order
remains undischarged or unstayed for a period in excess of thirty (30) days.

Notwithstanding anything else herein, all requirements of notice shall be deemed
eliminated if Agent is legally  prevented  from giving such notice by bankruptcy
or other applicable law. In such event, the cure period,  if any, shall then run
from the  occurrence  of the event or condition of default  rather than from the
date of notice.

      8.2. Remedies.  If any Event of Default  occurs,  Lenders may, at
their option, take any one or more of the following actions:

      (a) By written notice to Borrower,  terminate the Commitment  Period,  and
thereby  terminate their obligation to make further Advances or issue Letters of
Credit hereunder.
      (b) Declare the entire  unpaid  principal of the Loans,  together with the
interest accrued thereon,  and the Reimbursement  Obligation to be, and the same
shall  thereupon  become,  immediately  due and  payable,  without  presentment,
protest  or  further  demand  or notice  of any  kind,  all of which are  hereby
expressly waived.

      (c)  Proceed  to  protect  and  enforce  their  rights  by  action  at law
(including, without limitation,  bringing suit to reduce any claim to judgment),
suit in equity and other appropriate proceedings including,  without limitation,
for  specific  performance  of any  covenant  or  condition  contained  in  this
Agreement or the other Credit Documents.

      (d) Exercise  any and all rights and remedies  afforded by the laws of the
United States, the State of Alabama or any other appropriate jurisdiction as may
be available  for the  collection  of debts and  enforcement  of  covenants  and
conditions  such as those  contained in this  Agreement  and in the other Credit
Documents.

      (e)  Exercise  the rights and  remedies  of setoff  and/or  banker's  lien
against  the  interest  of  Credit  Parties  in and to every  account  and other
property of Credit  Parties which is in the  possession of any of the Lenders or
any Person which then owns a participating  interest in the Loans, to the extent
of the full amount of the Loans.


                     ARTICLE 9. AGENCY PROVISIONS

      9.1.  Appointment.  Each Lender hereby designates and appoints  SouthTrust
Bank,  National  Association as Agent of such Lender to act as specified  herein
and the other  Credit  Documents,  and each such Lender  hereby  authorizes  the
Agent, as the agent for such Lender, to take such action on its behalf under the
provisions  of this  Credit  Agreement  and the other  Credit  Documents  and to
exercise such powers and perform such duties as are  expressly  delegated by the
terms hereof and of the other Credit Documents,  together with such other powers
as are  reasonably  incidental  thereto.  Notwithstanding  any  provision to the
contrary elsewhere herein and in the other Credit Documents, the Agent shall not
have any duties or responsibilities, except those expressly set forth herein and
therein,  or  any  fiduciary  relationship  with  any  Lender,  and  no  implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit  Agreement  or any of the other  Credit  Documents,  or
shall  otherwise  exist  against the Agent.  The  provisions of this Section are
solely  for the  benefit  of the Agent and the  Lenders  and none of the  Credit
Parties  shall have any rights as a third party  beneficiary  of the  provisions
hereof.  In performing its functions and duties under this Credit  Agreement and
the  other  Credit  Documents,  the Agent  shall  act  solely as an agent of the
Lenders  and does not  assume  and  shall  not be  deemed  to have  assumed  any
obligation or relationship of agency or trust with or for any Credit Party.  The
Agent agrees that it shall  administer  the Loans and the Credit  Documents in a
manner   consistent  with  that   ordinarily   employed  by  the  Agent  in  the
administration of similar loans for its own account.

      9.2.  Delegation  of  Duties.  The Agent  may  execute  any of its  duties
hereunder  or  under  the  other  Credit  Documents  by  or  through  agents  or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters  pertaining to such duties.  The Agent shall not be responsible  for the
negligence or misconduct of any agents or attorneys-in-fact  selected by it with
reasonable care.

      9.3.  Exculpatory  Provisions.  Neither the Agent nor any of its officers,
directors,  employees,  agents,  attorneys-in-fact  or  affiliates  shall be (a)
liable for any action lawfully taken or omitted to be taken by it or such Person
under or in connection  herewith or in  connection  with any of the other Credit
Documents  (except  for its or such  Person's  own gross  negligence  or willful
misconduct)  or (b)  responsible  in any  manner to any of the  Lenders  for any
recitals,  statements,  representations  or warranties made by any of the Credit
Parties  contained  herein or in any of the  other  Credit  Documents  or in any
certificate,  report,  document,  financial  statement or other  written or oral
statement  referred to or provided  for in, or received by the Agent under or in
connection  herewith  or in  connection  with the  other  Credit  Documents,  or
enforceability or sufficiency therefor of any of the other Credit Documents,  or
for any failure of any Credit  Party to perform  its  obligations  hereunder  or
thereunder.   The  Agent  shall  not  be  responsible  to  any  Lender  for  the
effectiveness,   genuiness,   validity,   enforceability,    collectibility   or
sufficiency of this Credit  Agreement,  or any of the other Credit  Documents or
for any  representations,  warranties,  recitals  or  statements  made herein or
therein  or made by the  Borrower  or any  Credit  Party in any  written or oral
statement  or in  any  financial  or  other  statements,  instruments,  reports,
certificates  or  any  other  documents  in  connection  herewith  or  therewith
furnished  or made by the Agent to the  Lenders or by or on behalf of the Credit
Parties to the Agent or any Lender or be required to  ascertain or inquire as to
the  performance  or  observance  of any of the terms,  conditions,  provisions,
covenants  or  agreements  contained  herein or  therein or as to the use of the
proceeds  of the Loans or use of the  Letters of Credit or of the  existence  or
possible  existence  of any  Default  or  Event of  Default  or to  inspect  the
properties,  books or records of the Credit Parties.  The Agent is not a trustee
for the Lenders and owes no fiduciary duty to the Lenders.

      9.4. Reliance on Communications.  The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and  statements of legal  counsel  (including,
without  limitation,   counsel  to  any  of  the  Credit  Parties,   independent
accountants and other experts  selected by the Agent with reasonable  care). The
Agent may deem and treat each Lender as the owner of its interests hereunder for
all purposes.  The Agent shall be fully justified in failing or refusing to take
any  action  under  this  Credit  Agreement  or under  any of the  other  Credit
Documents  unless it shall  first  receive  such  advice or  concurrence  of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction  by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agent shall act and refrain from acting,  and in all cases be fully protected in
acting, or in refraining from acting, hereunder or under any of the other Credit
Documents in accordance with a request of the Required Lenders (or to the extent
specifically  provided in Section  11.2.,  all the Lenders) and such request and
any action  taken or failure to act pursuant  thereto  shall be binding upon all
the Lenders (including their successors and assigns).

      9.5.  Notice of Default;  Default by Credit  Parties.  Lenders  (including
Agent as a Lender) and Borrower  shall give prompt written notice to Agent after
receipt  by such party of actual  knowledge  of a Default or an Event of Default
under the Credit  Documents.  The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Agent has actual  knowledge  of such Default or Event of Default or has received
notice  from a Lender  or a  Credit  Party  referring  to the  Credit  Document,
describing  such  Default or Event of Default and stating  that such notice is a
"notice  of  default."  In the event that the Agent has  actual  knowledge  of a
Default or Event of  Default or  receives  such a notice,  the Agent  shall give
prompt  notice  thereof  to the  Lenders.  Upon  the  occurrence  of an Event of
Default,  the Lenders  shall consult with each other as to a course of action to
pursue  with  regard to such  Event of  Default.  After the  Lenders  shall have
consulted with one another, Agent shall promptly propose a course of action (the
"Initial Proposal") to be taken by Lenders including but not limited to:

      (i)  declaring an Event of Default,  sending appropriate notices,
           or  accelerating  payment  under the Notes or  Reimbursement
           Obligation; or

           (ii) commencing  collection  proceedings against one or more
           of the Credit Parties; or

      (iii)waiving such Event of Default.

The  Initial  Proposal  shall be in  writing  and given to Lenders in the manner
specified  for giving  notice  hereunder.  After five (5) Business Days from the
Lenders'  receipt of the Initial  Proposal,  Agent shall commence steps to carry
out the Initial  Proposal,  unless Agent shall have received written notice from
Required  Lenders that the Initial  Proposal has been  rejected.  If the Initial
Proposal is rejected by the Required Lenders,  and an alternate  proposal is not
agreed upon by the Required  Lenders within  forty-five (45) days of the date of
the Initial  Proposal,  Agent  shall,  and it is hereby  authorized,  empowered,
directed and instructed to take any action  consistent with ordinary and prudent
commercial  banking  standards  to collect  the  amounts  due under the Loans or
Reimbursement Obligation,  and to protect and preserve the respective rights and
interest of the Lenders as is authorized by any of the Credit Documents. Lenders
agree that any actions taken by Agent pursuant to this paragraph shall be deemed
a reasonable  course of conduct,  and the Lenders  hereby,  approve,  ratify and
affirm such actions.

      If the  decision of the Required  Lenders is to continue to make  Advances
after and during the  continuance of an Event of Default,  any Lender may do so,
but nothing  herein shall  obligate any Lender to make Advances after and during
the continuance of an Event of Default,  and any Lender's failure to do so shall
not result in such Lender becoming a Defaulting Lender.

      9.6.  Non-Reliance  on Agent  and Other  Lenders.  Each  Lender  expressly
acknowledges  that  neither  the  Agent  nor  any  of its  officers,  directors,
employees, agents,  attorneys-in-fact or affiliates has made any representations
or warranties to it other than as set forth in this Credit Agreement and that no
act by the Agent or any  affiliate  thereof  hereinafter  taken,  including  any
review of the affairs of any Credit  Party,  shall be deemed to  constitute  any
representation or warranty by the Agent to any Lender. Each Lender represents to
the Agent that it has,  independently and without reliance upon the Agent or any
other  Lender,  and based on such  documents  and  information  as it has deemed
appropriate,  made its own  appraisal of and  investigation  into the  business,
assets,  operations,  property,  financial and other  conditions,  prospects and
creditworthiness  of the Credit  Parties  and made its own  decision to make its
Loans  hereunder  and  enter  into  this  Credit  Agreement.  Each  Lender  also
represents that it will,  independently  and without  reliance upon the Agent or
any other Lender,  and based on such documents and  information as it shall deem
appropriate at the time,  continue to make its own credit  analysis,  appraisals
and decisions in taking or not taking action under this Credit Agreement, and to
make  such  investigation  as it deems  necessary  to  inform  itself  as to the
business,  assets,  operations,   property,   financial  and  other  conditions,
prospects  and  creditworthiness  of the Credit  Parties.  Except  for  notices,
reports and other documents expressly required to be furnished to the Lenders by
the Agent  hereunder,  the Agent  shall not have any duty or  responsibility  to
provide any Lender with any credit or other information concerning the business,
operations,  assets,  property,  financial  or other  conditions,  prospects  or
creditworthiness of the Credit Parties which may come into the possession of the
Agent or any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates;  provided,  however,  that Agent  agrees to  provide,  upon  written
request  of  a  Lender,  any  information  requested  by  such  Lender  if  such
information is in Agent's possession.

      9.7.  Indemnification.  The Lenders  agree to  indemnify  the Agent in its
capacity  as such (to the extent not  reimbursed  by the  Borrower  and  without
limiting the  obligation of the Borrower to do so),  ratably  according to their
respective  Commitment  Percentage  from and  against  any and all  liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  or  disbursements  of any  kind  whatsoever  which  may  at  any  time
(including  without  limitation  at any time  following  payment  in full of the
Credit Party  Obligations)  be imposed on,  incurred by or asserted  against the
Agent in its  capacity  as such in any way  relating  to or arising  out of this
Credit Agreement or the other Credit Documents or any documents  contemplated by
or  referred  to herein or therein or the  transactions  contemplated  hereby or
thereby or any action taken or omitted by the Agent under or in connection  with
any of the foregoing; provided that no Lender shall be liable for the payment of
any  portion  of such  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Agent. If any indemnity  furnished
to the Agent for any purpose shall, in the opinion of the Agent, be insufficient
or become  impaired,  the Agent may call for additional  indemnity and cease, or
not commence, to do the acts indemnified against until such additional indemnity
is  furnished.  The  agreements in this Section shall survive the payment of the
Credit Party  Obligations and all other amounts payable  hereunder and under the
other Credit Documents.

      9.8.  Agent in Its Individual  Capacity.  The Agent and its affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with the  Borrower  or any other  Credit  Party as though the Agent were not the
Agent hereunder. With respect to the Loans made and Letters of Credit issued and
all  obligations  owing to it, the Agent  shall have the same  rights and powers
under this Credit Agreement as any Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" and "Lenders" shall include the Agent
in its individual capacity.

      9.9.  Successor  Agent.  The Agent may,  at any time,  resign upon 20 days
written notice to the Lenders.  Upon any such resignation,  the Required Lenders
shall have the right to appoint a successor  Agent.  If no successor Agent shall
have been so appointed by the Required  Lenders,  and shall have  accepted  such
appointment,  within 45 days after the notice of resignation,  then the retiring
Agent  shall  select a  successor  Agent  provided  such  successor  is a Lender
hereunder or a commercial  bank organized under the laws of the United States of
America or of any State  thereof  and has a combined  capital  and surplus of at
least  $400,000,000.  Upon  the  acceptance  of any  appointment  as  the  Agent
hereunder by a successor,  such successor Agent shall  thereupon  succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Agent,  and  the  retiring  Agent  shall  be  discharged  from  its  duties  and
obligations as the Agent,  as appropriate,  under this Credit  Agreement and the
other Credit  Documents and the  provisions of this Article 9 shall inure to its
benefit  as to any  actions  taken or omitted to be taken by it while it was the
Agent under this Credit Agreement.

      9.10  Reimbursement  of Expenses.  Each of the Lenders  agrees to bear its
Commitment  Percentage  of all  reasonable  out of pocket  expenses  incurred by
Agent,  as agent,  in  connection  with the  preparation,  execution,  delivery,
performance,  administration  and  enforcement  of the Credit  Agreement and the
other Credit Documents, to the extent such expenses are not reimbursed by Credit
Parties.  Without limiting the foregoing,  each Lender shall bear its Commitment
Percentage of all reasonable out of pocket costs of collection incurred by Agent
with respect to the Loans or Reimbursement Obligation.


          ARTICLE 10. PARTICIPATIONS, ASSIGNMENTS, AND SETOFF

      10.1.Participations.  (a)Lenders may not  participate  all or a portion of
their  respective  Commitments  to any other Person without having first offered
such participation interest to Agent and the other Lenders in writing. Agent and
the other Lenders shall have a period of thirty (30) days from selling  Lender's
offer in which to  purchase  such  participation.  Agent shall have the right of
first refusal with respect to such participation  interest, but if Agent chooses
not to purchase such participation interest, selling Lender may participate such
interest  to one or more of the  Lenders  as it may  elect.  In the  event  that
neither Agent nor any of the Lenders purchase such participation interest within
said 30 day period,  selling Lender may then  participate  such interest to such
Persons as selling Lender may elect. The rights of first refusal provided in the
foregoing  sentences  shall  not apply to a  participation  to an  Affiliate  of
selling Lender. Any such participation shall impose no additional obligations on
Agent,  it being  the  responsibility  of the  selling  Lender  to  furnish  its
participant  any and  all  information  with  regard  to the  Loans  and  Credit
Documents.  Borrower and Agent shall  continue to deal solely and directly  with
such selling Lender for purposes of voting rights, and for all other purposes of
the  Credit  Documents.  If an Event  of  Default  shall  have  occurred  and be
continuing, the 30-day time period specified above shall be reduced to 10 days.

      (b)  Borrower  agrees  that each  participant  shall be deemed to have the
rights of setoff provided in Section 10.4, and each  participant,  by exercising
such rights,  agrees to share with the Lenders any amounts received  pursuant to
the exercise of its rights of setoff,  such  amounts to be shared in  accordance
with Section 10.4 as if such participant were a Lender.

      10.2.Assignment.  (a)  Lenders  may not  assign  all or a portion of their
respective  Commitments  to any other Person  without  having first offered such
interest to Agent and the other Lenders in writing.  Agent and the other Lenders
shall have a period of thirty (30) days from selling  Lender's offer in which to
purchase such interest. Agent shall have the right of first refusal with respect
to such interest,  but if Agent chooses not to purchase such  interest,  selling
Lender may assign  such  interest to one or more of the Lenders as it may elect.
In the event that neither  Agent nor any of the Lenders  purchase  such interest
within said 30 day period,  selling  Lender may then assign such interest to any
other commercial bank or financial  institution  reasonably acceptable to Agent,
and so long as no Default or Event of Default has  occurred  and is  continuing,
the Borrower, on the terms and conditions set forth in subsection (b) below. The
rights of first refusal  provided in the foregoing  sentences shall not apply to
an  assignment to an Affiliate of selling  Lender.  If an Event of Default shall
have occurred and be continuing, the 30-day time period specified in above shall
be reduced to 10 days.

      (b) Any such assignment  shall be  substantially  in the form of Exhibit K
hereto (the  "Assignment  Agreement").  If such  assignment is to a Person other
than to the Agent or a Lender,  such assignment must also be in a minimum amount
of $10,000,000 (and in increments of $1,000,000 above such amount). Agent agrees
to retain at least  $20,000,000 of its Commitment at all times that it is acting
as Agent hereunder.

      (c)  Upon  (i)  delivery  to  Agent  of an  original  executed  Assignment
Agreement,  and (ii)  payment of a $3,500 fee to the Agent for  processing  such
assignment,  such  assignment  shall  become  effective  on the  effective  date
specified in the Assignment Agreement.  No fee shall be due if the assignment is
to an Affiliate of selling Lender. On and after such assignment,  such Purchaser
shall for all purposes be a Lender party to this  Agreement and any other Credit
Documents executed by Lenders and shall have all the rights and obligations of a
Lender under the Credit Documents,  to the same extent as if it were an original
party hereto, and no further consent or action by the Borrower,  the Lenders, or
the Agent shall be required  to release the selling  Lender with  respect to the
portion of its Commitment and Loans so assigned.  Upon the  consummation  of any
assignment made in accordance with this Section,  Borrower,  selling Lender, and
Agent shall make  appropriate  arrangements so that a replacement note is issued
to selling Lender and any existing note is canceled and returned to Borrower (if
necessary),   and  Borrower,   Purchaser,   and  Agent  shall  make  appropriate
arrangements  to see that a new note is issued to  Purchaser,  in all cases,  as
needed to reflect their respective Commitments, as adjusted for the assignment.

      By executing and delivering an Assignment Agreement,  the assigning Lender
thereunder and the assignee  thereunder  shall be deemed to confirm to and agree
with each other and the other  parties  hereto as  follows:  (i) such  assigning
Lender warrants that it is the legal and beneficial  owner of the interest being
assigned  thereby free and clear of any adverse claim;  (ii) except as set forth
in clause (i) above,  such assigning Lender makes no  representation or warranty
and assumes no  responsibility  with respect to any  statements,  warranties  or
representations made in or in connection with this Credit Agreement,  any of the
other Credit  Documents or any other instrument or document  furnished  pursuant
hereto  or  thereto,  or  the  execution,  legality,  validity,  enforceability,
genuiness,  sufficiency  or value of this  Credit  Agreement,  any of the  other
Credit Documents or any other instrument or document  furnished  pursuant hereto
or thereto or the financial  condition of any Credit Party or the performance or
observance  by any Credit  Party of any of its  obligations  under  this  Credit
Agreement, any of the other Credit documents or any other instrument or document
furnished  pursuant  hereto or  thereto;  (iii)  such  assignee  represents  and
warrants that it is legally authorized to enter into such Assignment  Agreement;
(iv)  such  assignee  confirms  that  it has  received  a copy  of  this  Credit
Agreement,  the other Credit  Documents and such other documents and information
as it has deemed  appropriate  to make its own credit  analysis  and decision to
enter into such Assignment  Agreement;  (v) such assignee will independently and
without reliance upon the Agent, such assigning Lender or any other Lender,  and
based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under this Credit Agreement and the other Credit  Documents;  (vi) such assignee
appoints  and  authorizes  the Agent to take such  action on its  behalf  and to
exercise such powers under this Credit Agreement or any other Credit Document as
are  delegated to the Agent by the terms hereof or thereof,  together  with such
action on its behalf and to exercise such powers under this Credit  Agreement or
any other Credit  Document as are  delegated to the Agent by the terms hereof or
thereof,  together with such powers as are reasonably  incidental  thereto;  and
(vii) such assignee  agrees that it will perform in accordance  with their terms
all obligations which by the terms of this Credit Agreement and the other Credit
Documents are required to be performed by it as a Lender.

      The Agent  hereby  agrees  that it shall  notify  each of the  Lenders and
Borrower of any assignment  hereunder,  and further agrees to notify Borrower of
any offer it receives from a selling Lender.

      10.3.  Right to  Purchase.  Agent  shall have the  right,  at its sole and
exclusive  option,  to purchase  any Lender's  Revolving  Note  evidencing  such
Lender's Commitment  (herein,  the "Selling Bank") if any of the following shall
occur: (i) the Selling Bank consents to such purchase,  (ii) Agent has requested
the Lenders'  consent to any action described in 11.2., the Selling Bank has not
consented,  and the  consent  of  Selling  Bank is  required  in order to obtain
unanimous  consent,  (iii) Agent has requested the Lenders' consent to any other
action,  the Selling Bank has not consented,  and the consent of Selling Bank is
required to obtain the consent of the Required Lenders,  (iv) Selling Bank fails
to timely  perform or observe any term,  covenant or condition of this Agreement
(including, without limitation, the obligation to make Revolving Advances of its
Commitment  Percentage  of the  Revolving  Loan)  or the  Credit  Documents,  or
breaches any  representation  or warranty  contained herein, or (v) Selling Bank
shall become  insolvent,  shall close for business or  liquidate,  or a receiver
shall be appointed  for the Selling Bank.  The purchase  price shall be equal to
the outstanding principal balance of Selling Bank's Revolving Note, plus Selling
Bank's Commitment Percentage of (i) accrued and unpaid interest at the rates set
forth in such Note(s)  through the date of  purchase,  and (ii) fees and charges
owing to  Lenders  under the Credit  Documents.  Upon  payment of such  purchase
price,  Selling  Bank  shall  endorse  and  deliver  its Note to  Agent  without
recourse.  Nothing under this Section shall be construed as obligating  Agent to
purchase any Lender's  Revolving Note, and nothing  hereunder shall be construed
as granting any Lender the right to demand that Agent  purchase  such  Revolving
Note.

      The Agent  hereby  agrees  that it shall  notify  each of the  Lenders and
Borrower of any purchase hereunder.

      10.4. Setoff. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if Borrower becomes insolvent,  however evidenced,
or any Default or Event of Default occurs,  any and all deposits  (including all
account balances,  whether  provisional or final and whether or not collected or
available)  may be offset and applied  toward the payment of the Loans.  Lenders
agree that any and all deposits, monies and property of Credit Parties seized by
any such Lender  through  the  exercise  of rights of setoff or  enforcement  of
banker's  liens  shall  be  first  applied  to  the  Loans,  the   Reimbursement
Obligation,  and all other Credit Party  Obligations  before  application to any
other  indebtedness  then owing from any Credit  Party to such  Lender.  Lenders
further agree that if any Lender,  whether by setoff or otherwise,  has received
payment  in respect of the Loans,  the  Reimbursement  Obligation,  or any other
obligation owing to such Lender under this Credit Agreement in an amount greater
in proportion to that received by the other Lenders, such Lender shall promptly,
upon demand,  purchase a portion of the Loans held by the other  Lenders so that
after such purchase each Lender will hold its Commitment Percentage of the Loans
and Reimbursement Obligation.


                    ARTICLE 11.  GENERAL PROVISIONS

      11.1.Notices.  All notices and other communications provided for hereunder
shall be in writing and, if mailed by certified mail, return receipt  requested,
shall be deemed to have been  received on the date shown on the receipt  and, if
sent by  overnight  courier,  shall be deemed to have been  received on the next
Business Day following dispatch. In addition, notices hereunder may be delivered
by hand, in which event such notice shall be deemed  effective  when  delivered.
Notices may also be given by  telecopy  provided  that notice is  simultaneously
given in one of the other approved delivery  methods;  and provided further that
notice shall not be deemed to be received upon telecopy  transmission,  but will
only be deemed  received as provided for the other approved  method of delivery.
Notices  shall be  addressed  as set forth on  Schedule  10.1,  or at such other
address as such party may specify by written notice to the other parties hereto.

      11.2.Amendments,  Waiver, and Consents.  Neither this Credit Agreement nor
any other  Credit  Document,  nor any terms  hereof or thereof  may be  amended,
changed, waived, discharged or terminated unless such amendment, change, waiver,
discharge or  termination  is in writing and signed by the Required  Lenders and
the then  current  Credit  Parties;  provided  that no such  amendment,  change,
waiver,  discharge  or  termination  shall,  without  the consent of each Lender
affected thereby:

      (1) make or  consent  to any  change  in the  method  of  calculating  the
interest rate payable on the Notes,  any change in the interest rate accruing on
the Notes,  or any change in the  definitions  of "Margin" or "Qualified  Rating
Agency"; or

      (2) make or  consent  to any  change  in the  form of the  Notes or in the
principal amounts of the Notes (except for automatic  reductions to principal as
provided for in Section 2.8.); or

      (3)  make or  consent  to any  change in the amount of any fee or
other  compensation  payable to Lenders  by  Borrower  under the Credit
Documents; or

      (4) make or consent to any change in or extension  of the Revolver  Period
or Commitment  Termination Date or the maturity date of any payment of principal
of or  interest  on  the  Notes  or  the  payment  date  of any  fees  or  other
compensation payable to Lenders by Borrower under the Credit Documents; or

      (5) waive  compliance with any financial  covenants or amend any financial
covenants  set  forth  in  Sections  7.7 and  7.8,  or  change  the  method  for
calculating compliance therewith; or

      (6)  waive a Monetary Default; or

      (7)  reduce any  percentage  specified  in, or otherwise  modify,
the definition of Required Lenders;

      (8)  amend or modify  the  provisions  of  Section  2.1.(c) or of
this Section 11.2.;

      (9)  amend or modify the provisions of Article 9 without  Agent's
consent; or

      (10) release  any  Credit  Party  from  any of the  Credit  Party
Obligations.

Except as  expressly  set forth  above,  whenever  this  Agreement or any of the
Credit  Documents  calls  for  the  approval,  acceptance,  or  satisfaction  of
"Lenders",  or words of  similar  import,  it shall be  deemed  to  require  the
approval, acceptance, or satisfaction of Required Lenders.

      11.3.Defaulting  Lender.  Each Lender  understands and agrees that if such
Lender is a Defaulting Lender,  then  notwithstanding  the provisions of Section
11.2. and for so long as it is a Defaulting  Lender, it shall not be entitled to
vote on any matter requiring the consent of the Required Lenders or to object to
any matter  requiring the consent of all Lenders;  provided,  however,  that all
other benefits and  obligations  under the Credit  Documents shall apply to such
Defaulting Lender.
      11.4.Consent  of  Lenders.  If  the  consent,  approval,   disapproval  or
determination  of Lenders is  requested  by Agent as to any  proposed  action or
inaction and notice of such  request is sent to Lenders in the manner  specified
therefor herein, such consent,  approval or disapproval shall be deemed given by
any Lender  from whom no  objection  or  response  thereto is  received by Agent
within fifteen (15) Business Days of such Lender's receipt of such notice.

      11.5.Other Loans by Lenders to Credit Parties.  The Lenders agree that one
or more of them  may now or  hereafter  have  other  loans to one or more of the
Credit Parties which are not subject to this  Agreement.  The Lenders agree that
the  Lender(s)  which may have such  other  loan(s) to the  Credit  Parties  may
collect  payments  on such  loan(s) and may secure such  loan(s).  Further,  the
Lenders agree that the Lender(s) which may have such other loan(s) to the Credit
Parties shall have no obligation to attempt to collect  payments under the Loans
or  Reimbursement  Obligation  in preference  and priority  over the  collection
and/or enforcement of such other loan(s), except as otherwise expressly provided
in this Agreement.

      11.6.Time.  All  references  contained  herein  and  in the  other  Credit
Documents to time shall be to Central  Standard Time unless another time zone is
specified.

      11.7.No  Control By Lenders.  None of the  covenants  or other  provisions
contained in this Agreement  shall, or shall be deemed to, give Lenders or Agent
the rights or power to exercise  control over the affairs  and/or  management of
Credit  Parties,  the power of Lenders and Agent  being  limited to the right to
exercise the remedies provided for herein.

      11.8.No Waiver By Lenders,  Etc. The acceptance by Lenders at any time and
from  time to time of part  payment  on the  Loans  shall  not be deemed to be a
waiver of any Event of  Default  then  existing.  No  waiver by  Lenders  of any
particular  Event of  Default  shall be  deemed  to be a waiver  of any Event of
Default  other than said  particular  Event of Default.  No delay or omission by
Lenders  in  exercising  any  right or  remedy  under the  Credit  Documents  or
otherwise  shall impair such right or remedy or be construed as a waiver thereof
or an acquiescence therein, nor shall any single or partial exercise of any such
right or remedy preclude other or further exercise  thereof,  or the exercise of
any other right or remedy under the Credit  Documents or  otherwise.  The rights
and remedies of Lenders in this Agreement are cumulative and are in addition to,
and are not exclusive of, any rights or remedies  provided by law. The rights of
Lenders under this  Agreement  against  Credit  Parties are not  conditional  or
contingent  on any attempt by Lenders to exercise  any of their rights under the
Credit Documents, or against Credit Parties or any other Person.

      11.9.Lenders'  Expenses.  Whether  or not the  principal  of the  Loans is
advanced  hereunder or the  transactions  contemplated  hereby are  consummated,
Credit  Parties will pay on demand all fees,  costs and  expenses in  connection
with the  preparation,  execution,  and delivery of the Credit Documents and the
other  documents  to be  delivered  under  this  Agreement,  including,  without
limitation,  the fees,  out-of-pocket  expenses and other  disbursements  of the
Lenders'  counsel.  Credit  Parties  shall pay on demand all costs and  expenses
(including,   without  limitation,   attorneys'  fees,   accountants'  fees  and
expenses),  if any, of Lenders in connection with the  enforcement,  collection,
restructuring,  refinancing and "work-out" (including with respect to any waiver
or amendment) of this  Agreement and the Credit  Documents.  Credit Parties will
save Lenders  harmless  from and against any and all claims,  damages,  actions,
costs,  expenses and liabilities with respect to or resulting from any breach by
Credit   Parties  of  any  of  the  covenants   under  this   Agreement  or  any
misrepresentation  or breach of warranty by Credit Parties under this Agreement,
or in  connection  with  the  performance  by Agent  of the  provisions  of this
Agreement  to be  performed  by Credit  Parties.  All sums payable to Lenders by
Credit  Parties under the  provisions of this Section shall bear interest at the
Default  Rate which  interest  shall be  payable  by Credit  Parties to Agent on
demand.

      11.10.   GAAP.  All  accounting  and  financial  terms  used  herein,  and
compliance  with each  covenant  contained  herein,  which  relates to financial
matters,  shall be determined in accordance with GAAP, except to the extent that
a deviation therefrom is expressly stated herein.

      11.11.    Number  and  Gender.   Whenever   herein  the  singular
number is used,  the same shall  include the plural where  appropriate,
and  words  of  any  gender  shall  include  each  other  gender  where
appropriate.

      11.12.    Headings.  The  headings,   captions  and  arrangements
used  in  this  Agreement  are,   unless   specified   otherwise,   for
convenience  only and shall not be deemed to limit,  amplify  or modify
the terms of this Agreement, nor affect the meaning thereof.

      11.13.   Survival  of   Covenants,   Etc.   All   covenants,   agreements,
representations  and  warranties  made herein shall  survive the  execution  and
delivery  of this  Agreement  and the other  Credit  Documents.  All  statements
contained in any  certificate or other  instrument  delivered by or on behalf of
Credit Parties shall be deemed to constitute representations and warranties made
by Credit Parties.

      11.14.  Successors and Assigns.  All covenants and agreements contained in
this Agreement shall bind and inure to the benefit of the respective  successors
and assigns of the parties hereto, except that Credit Parties may not assign any
rights  hereunder  without the prior written consent of Lenders.  Credit Parties
authorize  Lenders  to  disclose  to  any  purchaser  or  participant,   or  any
prospective  purchaser or participant of an interest in the Loans, any financial
or other information pertaining to Credit Parties.

      11.15.  Severability of Provisions.  If any provision of this Agreement is
held to be illegal, invalid or unenforceable under present or future laws during
the term hereof, such provision shall be fully severable, and this Agreement, as
the case may be, shall be construed and enforced as if such illegal,  invalid or
unenforceable  provisions had never  comprised a part hereof,  and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be  affected  by the  illegal,  invalid  or  unenforceable  provision  or by its
severance  therefrom.   Furthermore,   in  lieu  of  such  illegal,  invalid  or
unenforceable  provision  there shall be added  automatically  as a part of this
Agreement,  a  provision  as  similar  in  terms  to  the  illegal,  invalid  or
unenforceable   provision  as  may  be  possible  which  is  legal,   valid  and
enforceable.
      11.16. Entire Agreement, Counterparts. This Agreement and the other Credit
Documents embody the entire agreement and  understanding  between Credit Parties
and  Lenders  relating to the  subject  matter  hereof.  This  Agreement  may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one and the same instrument.

      11.17.  Trustees Not Liable for  Obligations of CPT. CPT is organized as a
business trust.  Its trustees shall be deemed for purposes of this Agreement and
the other  Credit  Documents  to serve in the same  capacity as  directors  of a
business  corporation  and shall have no personal  liability or  obligation,  by
reason of their serving as such trustees,  for the  obligations of CPT hereunder
or thereunder.

      11.18.    Certain  Provisions.   Article  9  and  Sections  11.3.
through 11.5.  apply only to Agent and Lenders,  and Credit Parties are
not parties thereto and shall have no obligations thereunder.

      11.19. Controlling Law; Consent to Venue. THIS AGREEMENT SHALL BE GOVERNED
BY, AND  CONSTRUED IN  ACCORDANCE  WITH,  THE LAWS OF THE STATE OF ALABAMA.  THE
PARTIES  HERETO  ACKNOWLEDGE  THAT THIS  AGREEMENT IS BEING HELD IN THE STATE OF
ALABAMA AND THAT THE PARTIES HERETO HAVE  SUFFICIENT  MINIMUM  CONTACTS WITH THE
STATE OF ALABAMA FOR  PURPOSES  OF  CONFERRING  JURISDICTION  ON THE FEDERAL AND
STATE COURTS  PRESIDING IN JEFFERSON  COUNTY,  ALABAMA,  AND THE PARTIES  HERETO
CONSENT  TO THE  JURISDICTION  OF SUCH  FEDERAL  AND STATE  COURTS IN ANY ACTION
INVOLVING  THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HERETO  PURSUANT TO THIS
AGREEMENT.  EACH OF THE  PARTIES  HERETO  CONSENTS  TO THE  SERVICE  OF  PROCESS
RELATING  TO ANY SUCH ACTION OR  PROCEEDING  BY MAIL TO ITS ADDRESS SET FORTH IN
THIS AGREEMENT.

      11.20.  Waiver of Jury Trial.  TO THE EXTENT  PERMITTED BY APPLICABLE LAW,
CREDIT  PARTIES  HEREBY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO TRIAL BY JURY ON
ANY CLAIM,  COUNTERCLAIM,  SETOFF, DEMAND, ACTION OR CAUSE OF ACTION (I) ARISING
OUT OF OR IN ANY WAY PERTAINING OR RELATING TO THE CREDIT DOCUMENTS,  OR (II) IN
ANY WAY CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS
OF THE PARTIES HERETO WITH RESPECT TO THE CREDIT DOCUMENTS OR IN CONNECTION WITH
THE TRANSACTIONS  RELATED THERETO OR CONTEMPLATED THEREBY OR THE EXERCISE OF ANY
PARTY'S RIGHTS AND REMEDIES  THEREUNDER,  IN ALL OF THE FOREGOING  CASES WHETHER
NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER  SOUNDING IN CONTRACT,  TORT OR
OTHERWISE. CREDIT PARTIES AGREE THAT LENDERS MAY FILE A COPY OF THIS WAIVER WITH
ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,  VOLUNTARY AND BARGAINED AGREEMENT
OF CREDIT  PARTIES  IRREVOCABLY TO WAIVE THEIR RIGHT TO TRIAL BY JURY, AND THAT,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY DISPUTE OR CONTROVERSY WHATSOEVER
BETWEEN  CREDIT  PARTIES  AND  LENDERS  SHALL  INSTEAD  BE  TRIED  IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

         [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


      IN WITNESS WHEREOF,  Credit Parties and Lenders have caused this Agreement
to be duly executed as of the day and year first above written.

                          BORROWER:

                          COLONIAL   REALTY  LIMITED   PARTNERSHIP,   a
                          Delaware limited partnership

                          BY:  COLONIAL   PROPERTIES  HOLDING  COMPANY,
                               INC., an Alabama corporation,
                               Its General partner

                               BY:  /s/ Thomas H. Lowder
                                    Thomas H. Lowder
                                    Its President  and Chief  Executive
                                    Officer

                          GUARANTORS:

                          COLONIAL PROPERTIES TRUST,
                          an Alabama trust

                          BY:  /s/ Thomas H. Lowder
                               Thomas H. Lowder
                               Its   President   and  Chief   Executive
                               Officer

                          COLONIAL  PROPERTIES  HOLDING COMPANY,  INC.,
                          an Alabama corporation

                          BY:  /s/ Thomas H. Lowder
                               Thomas H. Lowder
                               Its   President   and  Chief   Executive
                               Officer

                          LENDERS:

                          SOUTHTRUST BANK, NATIONAL ASSOCIATION,
                          a national banking association

                          By:  /s/ Curtis J. Perry
                               Curtis J. Perry
                               Its Group Vice President

                               (Signatures Continue)

                          Signature Page to Colonial Realty Limited
                          Partnership Credit Agreement

                          AMSOUTH BANK,
                          an Alabama state banking corporation


                          By:  /s/ Dean H. Burgess
                               Its Vice President


                          WELLS FARGO BANK,  NATIONAL  ASSOCIATION  , a
                          national banking association


                          By:  /s/ Samuel Wammock
                               Its Vice President


                          WACHOVIA  BANK,   N.A.,  a  national  banking
                          association


                          By:  /s/ Patrick T. Hickey, Jr.
                               Its Senior Vice President

                          PNC BANK, OHIO, NATIONAL ASSOCIATION,
                          a national banking association


                          By:  /s/ Maureen A. Dunne
                               Its  Vice President


                             FIRST NATIONAL BANK OF
                          COMMERCE,    N.A.,    a   national    banking
                          association


                          By:  /s/ Gary J. McNamara
                               Its  Assistant Vice President

                                    (Signatures Continue)

<PAGE>


                          Signature Page to Colonial Realty
                          Limited Partnership Credit Agreement


                          AGENT:

                          SOUTHTRUST BANK, NATIONAL ASSOCIATION, a
national banking association


                          By:  /s/ Curtis J. Perry
                               Curtis J. Perry
                               Its Group Vice President

<PAGE>


                    LIST OF EXHIBITS AND SCHEDULES

Exhibit A -     Form of Competitive Bid Note
Exhibit B -     Form of Competitive Bid Quote
Exhibit C -     Form of Competitive Bid Quote Request
Exhibit D -     Form of Invitation for Competitive Bid Quotes
Exhibit E -     Form of Compliance Certificate
Exhibit F -     Form of Revolving Note
Exhibit G -     Form of Letter of Credit
Exhibit H -     List of Pool Properties at Closing
Exhibit I  -    Form of Due Diligence Checklist
Exhibit J  -    Form of Swing Loan Note
Exhibit K -     Form of Assignment

Schedule 1.1   -     Commitments and Commitment Percentages
Schedule 1.2   -     Method of Calculating Facility Fee
Schedule 2C.5 -      Wire Instructions for Lenders
Schedule 5.12 -      Environmental Disclosures
Schedule 10.1 -      Addresses