<PAGE>   1

                                                                    EXHIBIT 10.1

                           THIRD AMENDED AND RESTATED

                      UNSECURED REVOLVING CREDIT AGREEMENT

                         DATED AS OF SEPTEMBER 17, 2001

                                      AMONG

                             SUSA PARTNERSHIP L.P.,

                                STORAGE USA, INC.

                                STORAGE USA TRUST

                                       AND

                         BANC ONE CAPITAL MARKETS, INC.
                         AS LEAD BOOKRUNNER AND ARRANGER

                                  BANK ONE, NA,
                            AS ADMINISTRATIVE AGENT,
                                   AND LENDER

                             BANK OF AMERICA ,N.A.,
                         AS SYNDICATION AGENT AND LENDER

                         COMMERZBANK AG NEW YORK BRANCH
                           FIRST UNION NATIONAL BANK,
                         PNC BANK, NATIONAL ASSOCIATION
                       AS DOCUMENTATION AGENTS AND LENDERS

                                  AMSOUTH BANK
                            NATIONAL BANK OF COMMERCE
                                  SUNTRUST BANK
                                 SOUTHTRUST BANK
                            AS CO-AGENTS AND LENDERS


<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
                                                                                                                ----
<S>                                                                                                             <C>
ARTICLE I DEFINITIONS.............................................................................................2

ARTICLE II THE CREDIT............................................................................................17
   2.1.    Commitment............................................................................................17
   2.2.    Final Principal Payment and Extension Option..........................................................17
   2.3.    Ratable Loans.........................................................................................18
   2.4.    Applicable Margins....................................................................................18
   2.5.    Facility Fee..........................................................................................18
   2.6.    Other Fees............................................................................................18
   2.7.    Reductions in Aggregate Commitment....................................................................19
   2.8.    Intentionally Deleted.................................................................................19
   2.9.    Minimum Amount of Each Advance........................................................................19
   2.10.   Optional Principal Payments...........................................................................19
   2.11.   Method of Selecting Types and Interest Periods for New Advances.......................................19
   2.12.   Conversion and Continuation of Outstanding Advances...................................................20
   2.13.   Changes in Interest Rate, Etc.........................................................................20
   2.14.   Rates Applicable After Default........................................................................21
   2.15.   Swing Line Loans......................................................................................21
   2.16.   Competitive Bid Loans.................................................................................22
   2.17.   Fixed Rate Loans......................................................................................26
   2.18.   Method of Payment.....................................................................................26
   2.19.   Application of Moneys Received........................................................................27
   2.20.   Notes; Telephonic Notices.............................................................................27
   2.21.   Interest Payment Dates; Interest and Fee Basis........................................................28
   2.22.   Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.......................28
   2.23.   Lending Installations.................................................................................28
   2.24.   Non-Receipt of Funds by the Administrative Agent......................................................28

ARTICLE III CHANGE IN CIRCUMSTANCES..............................................................................29
   3.1.    Yield Protection......................................................................................29
   3.2.    Changes in Capital Adequacy Regulations...............................................................30
   3.3.    Availability of LIBOR Advances........................................................................30
   3.4.    Funding Indemnification...............................................................................30
   3.5.    Taxes.................................................................................................31
   3.6.    Lender Statements; Survival of Indemnity..............................................................32

ARTICLE IV CONDITIONS PRECEDENT..................................................................................33
   4.1.    Initial Advance.......................................................................................33
   4.2.    Each Advance..........................................................................................35

ARTICLE V BORROWER'S REPRESENTATIONS AND WARRANTIES..............................................................35
   5.1.    Existence.............................................................................................35
</TABLE>


                                      -i-
<PAGE>   3

<TABLE>
<S>                                                                                                             <C>
   5.2.    Authorization and Validity............................................................................35
   5.3.    No Conflict; Government Consent.......................................................................36
   5.4.    Material Adverse Change...............................................................................36
   5.5.    Taxes.................................................................................................36
   5.6.    Litigation and Guarantee Obligations..................................................................36
   5.7.    Subsidiaries..........................................................................................36
   5.8.    ERISA.................................................................................................37
   5.9.    Accuracy of Information...............................................................................37
   5.10.   Regulation U..........................................................................................37
   5.11.   Material Agreements...................................................................................37
   5.12.   Compliance With Laws..................................................................................37
   5.13.   Ownership of Properties...............................................................................37
   5.14.   Investment Company Act................................................................................38
   5.15.   Public Utility Holding Company Act....................................................................38
   5.16.   Solvency..............................................................................................38
   5.17.   Insurance.............................................................................................38

ARTICLE VI GENERAL PARTNER'S REPRESENTATIONS AND WARRANTIES......................................................39
   6.1.    Corporate Existence and Standing......................................................................39
   6.2.    Authorization and Validity............................................................................39
   6.3.    No Conflict; Government Consent.......................................................................39
   6.4.    Financial Statements..................................................................................39
   6.5.    Material Adverse Change...............................................................................40
   6.6.    Taxes.................................................................................................40
   6.7.    Litigation and Guarantee Obligations..................................................................40
   6.8.    Subsidiaries..........................................................................................40
   6.9.    ERISA.................................................................................................40
   6.10.   Accuracy of Information...............................................................................40
   6.11.   Regulation U..........................................................................................41
   6.12.   Material Agreements...................................................................................41
   6.13.   Compliance With Laws..................................................................................41
   6.14.   Ownership of Properties...............................................................................41
   6.15.   Investment Company Act................................................................................41
   6.16.   Public Utility Holding Company Act....................................................................41
   6.17.   Insurance.............................................................................................41
   6.18.   Solvency..............................................................................................42
   6.19.   REIT Status...........................................................................................42

ARTICLE VII TRUST'S REPRESENTATIONS AND WARRANTIES...............................................................42
   7.1.    Corporate Existence and Standing......................................................................42
   7.2.    Authorization and Validity............................................................................42
   7.3.    No Conflict; Government Consent.......................................................................43

ARTICLE VIII COVENANTS...........................................................................................43
   8.1.    Financial Reporting...................................................................................43
   8.2.    Use of Proceeds.......................................................................................45
</TABLE>


                                      -ii-
<PAGE>   4

<TABLE>
<S>                                                                                                             <C>
   8.3.    Notice of Default.....................................................................................45
   8.4.    Conduct of Business...................................................................................45
   8.5.    Taxes.................................................................................................45
   8.6.    Insurance.............................................................................................45
   8.7.    Compliance with Laws..................................................................................45
   8.8.    Maintenance of Properties.............................................................................46
   8.9.    Inspection............................................................................................46
   8.10.   Maintenance of Status.................................................................................46
   8.11.   Dividends.............................................................................................46
   8.12.   Merger................................................................................................46
   8.13.   General Partner's Ownership and Control of Borrower...................................................46
   8.14.   Sale of Accounts......................................................................................47
   8.15.   Sale and Leaseback....................................................................................47
   8.16.   Acquisitions and Investments..........................................................................47
   8.17.   Liens.................................................................................................47
   8.18.   Affiliates............................................................................................48
   8.19.   Current DSC Ratio.....................................................................................48
   8.20.   Consolidated Tangible Net Worth.......................................................................48
   8.21.   Indebtedness and Cash Flow Covenants..................................................................48

ARTICLE IX DEFAULTS..............................................................................................49

ARTICLE X ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES.........................................................51
   10.1.   Acceleration..........................................................................................51
   10.2.   Amendments............................................................................................52
   10.3.   Preservation of Rights................................................................................52

ARTICLE XI GENERAL PROVISIONS....................................................................................53
   11.1.   Survival of Representations...........................................................................53
   11.2.   Governmental Regulation...............................................................................53
   11.3.   Taxes.................................................................................................53
   11.4.   Headings..............................................................................................53
   11.5.   Entire Agreement......................................................................................53
   11.6.   Several Obligations; Benefits of this Agreement.......................................................53
   11.7.   Expenses; Indemnification.............................................................................53
   11.8.   Numbers of Documents..................................................................................54
   11.9.   Accounting............................................................................................54
   11.10.  Severability of Provisions............................................................................54
   11.11.  Nonliability of Lenders...............................................................................54
   11.12.  CHOICE OF LAW.........................................................................................54
   11.13.  CONSENT TO JURISDICTION...............................................................................54
   11.14.  WAIVER OF JURY TRIAL..................................................................................55

ARTICLE XII THE ADMINISTRATIVE AGENT.............................................................................55
   12.1.   Appointment...........................................................................................55
   12.2.   Powers................................................................................................56
   12.3.   General Immunity......................................................................................56
</TABLE>


                                      -iii-
<PAGE>   5

<TABLE>
<S>                                                                                                             <C>
   12.4.   No Responsibility for Loans, Recitals, etc............................................................56
   12.5.   Action on Instructions of Lenders.....................................................................56
   12.6.   Employment of Administrative Agents and Counsel.......................................................57
   12.7.   Reliance on Documents; Counsel........................................................................57
   12.8.   Administrative Agent's Reimbursement and Indemnification..............................................57
   12.9.   Rights as a Lender....................................................................................57
   12.10.  Lender Credit Decision................................................................................58
   12.11.  Successor Administrative Agent........................................................................58
   12.12.  Administrative Agent's Fee............................................................................59
   12.13.  Notice of Defaults....................................................................................59
   12.14.  Requests for Approval.................................................................................59
   12.15.  Copies of Documents...................................................................................59
   12.16.  Defaulting Lenders....................................................................................59
   12.17.  Delegation to Affiliates..............................................................................60
   12.18.  Co-Agents, Documentation Agent, Syndication Agent, etc................................................60

ARTICLE XIII SETOFF; RATABLE PAYMENTS............................................................................60
   13.1.   Setoff................................................................................................60
   13.2.   Ratable Payments......................................................................................61

ARTICLE XIV BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS....................................................61
   14.1.   Successors and Assigns................................................................................61
   14.2.   Participations........................................................................................61
   14.3.   Assignments...........................................................................................62
   14.4.   Designation of Lender to Make Competitive Loans.......................................................63
   14.5.   Dissemination of Information..........................................................................64
   14.6.   Tax Treatment.........................................................................................64

ARTICLE XV NOTICES...............................................................................................64
   15.1.   Giving Notice.........................................................................................64
   15.2.   Change of Address.....................................................................................65

ARTICLE XVI COUNTERPARTS.........................................................................................65
</TABLE>

EXHIBITS:

<TABLE>
<S>               <C>
Exhibit A         Pricing Grid
Exhibit B-1       Form of Note
Exhibit B-2       Competitive Bid Notes
Exhibit C-1       Competitive Bid Quote Request
Exhibit C-2       Invitation to Submit Competitive Bids
Exhibit C-3       Competitive Bid Quote
Exhibit D         Form of Opinion
Exhibit E         Form of Compliance Certificate
Exhibit F         Form of Assignment Agreement
Exhibit G         Form of Loan/Credit Related Money Transfer Instruction
Exhibit H         Form of Designation Agreement
</TABLE>


                                      -iv-
<PAGE>   6

SCHEDULES:

<TABLE>
<S>               <C>
Schedule 1        Jurisdictions
Schedule 2        Subsidiaries and Other Investments
Schedule 3        Indebtedness and Liens
Schedule 4        Litigation
</TABLE>


                                      -v-
<PAGE>   7

                           THIRD AMENDED AND RESTATED

                      UNSECURED REVOLVING CREDIT AGREEMENT

         This Third Amended and Restated Unsecured Revolving Credit Agreement
("Agreement"), dated as of September 17, 2001, is among SUSA Partnership L.P., a
Tennessee limited partnership (the "Borrower"), Storage USA, Inc., a Tennessee
corporation (the "General Partner," the "Guarantor" and the "REIT"), Storage USA
Trust, a Maryland business trust (the "Trust" and the "Guarantor"), the Lenders
(as hereinafter defined), and Bank One, NA, with its principal office in
Chicago, Illinois, as administrative agent ("Administrative Agent") for the
Lenders.

                                    RECITALS

         A.       The Borrower is primarily engaged in the business of
purchasing, developing, owning and operating storage properties.

         B.       The General Partner, the Borrower's sole general partner, is
listed on the New York Stock Exchange and is qualified as a real estate
investment trust. The General Partner owns approximately 0.9% of the total
partnership interests in Borrower, the Trust owns a 88.9% limited partnership
interest in the Borrower, and various limited partners in the Borrower own
approximately 10.2% of such partnership interests.

         C.       The Borrower, General Partner, the Administrative Agent
(formerly known as The First National Bank of Chicago), as administrative agent,
and certain of the Lenders entered in an Unsecured Revolving Credit Agreement
dated as of February 8, 1995 as amended (the "Original Credit Agreement")
pursuant to which the Lenders that were parties thereto agreed to make loans to
the Borrower in the maximum aggregate amount of $75,000,000.

         D.       The Original Credit Agreement was amended and restated by that
certain Amended and Restated Unsecured Revolving Credit Agreement by and between
the Borrower, the General Partner, the Trust, Administrative Agent, and certain
of the Lenders dated as of December 23, 1997, as previously amended (the "First
Amended Credit Agreement") to provide for, among other things, an increase in
the amount of loans available to the Borrower to $150,000,000.

         E.       The First Amended Credit Agreement was amended and restated by
that certain Second Amended and Restated Unsecured Revolving Credit Agreement by
and between the Borrower, the General Partner, the Trust, Administrative Agent,
and certain of the Lenders dated as of May 26, 1999, as previously amended (the
"Existing Credit Agreement") to provide for, among other things, an increase in
the amount of loans available to Borrower to $200,000,000 (the "Existing
Facility").

         F.       The Borrower has requested that the Lenders amend and restate
in its entirety the Existing Credit Agreement and the Existing Facility pursuant
to the terms of this Agreement (the "Facility"), that the amount of loans
available to Borrower under the Facility be increased to


<PAGE>   8

$225,000,000, and that the Administrative Agent act as administrative agent for
the Lenders and that certain other changes be made to the Existing Facility. The
Administrative Agent and the Lenders have agreed to do so.

         G.       Banc One Capital Markets, Inc. has arranged the Facility
between the Lenders and Borrower and coordinated the closing of the Facility.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

         As used in this Agreement:

         "ABR Advance" means an Advance which bears interest at the ABR Rate.

         "ABR Applicable Margin" means, as of any date, the Applicable Margin in
effect on such date with respect to ABR Advances and ABR Loans, as determined in
accordance with Section 2.4.

         "ABR Loan" means a Loan which bears interest at the ABR Rate.

         "ABR Rate" means, for any day, a rate per annum equal to (i) the
Alternate Base Rate for such day plus (ii) ABR Applicable Margin for such day,
in each case changing when and as the Alternate Base Rate changes.

         "Absolute Interest Period" means, with respect to a Competitive Bid
Loan made at an Absolute Rate, a period of up to 90 days as requested by
Borrower in a Competitive Bid Quote Request and confirmed by a Lender in a
Competitive Bid Quote but in no event extending beyond the Facility Termination
Date. If an Absolute Interest Period would end on a day which is not a Business
Day, such Absolute Interest Period shall end on the next succeeding Business
Day.

         "Absolute Rate" means a fixed rate of interest (rounded to the nearest
1/100 of 1%) for an Absolute Interest Period with respect to a Competitive Bid
Loan offered by a Lender and accepted by the Borrower at such rate.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of this Agreement, by which the
General Partner, the Borrower or any of their Subsidiaries (i) acquires any
going business or all or substantially all of the assets of any firm,
corporation or division thereof, whether through purchase of assets, merger or
otherwise or (ii) directly or indirectly acquires (in one transaction or as the
most recent transaction in a series of transactions) at least a majority (in
number of votes) of the securities of a corporation which have ordinary voting
power for the election of directors (other than securities having such power
only


                                      -2-
<PAGE>   9

by reason of the happening of a contingency) or a majority (by percentage or
voting power) of the outstanding partnership interests of a partnership.

         "Administrative Agent" means Bank One, NA in its capacity as
administrative agent for the Lenders pursuant to Article XII, and not in its
individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article XII.

         "Advance" means a borrowing hereunder consisting of the aggregate
amount of the several Loans made by the Lenders to the Borrower of the same Type
(including Swing Line Loans and Competitive Bid Loans) and, in the case of LIBOR
Advances, for the same Interest Period.

         "Affiliate" of any Person means any other Person directly or indirectly
controlling, controlled by or under common control with such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities (or other ownership interests) of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Aggregate Commitment" means the aggregate of the Commitments of all
the Lenders, which shall be $225,000,000, subject to reductions in accordance
with Section 2.7.

         "Agreement" means this Third Amended and Restated Unsecured Revolving
Credit Agreement, as it may be amended or modified and in effect from time to
time.

         "Alternate Base Rate" means, for any day, a rate of interest per annum
equal to the higher of (i) the Prime Rate for such day and (ii) the sum of the
Federal Funds Effective Rate for such day plus 1/2% per annum.

         "Annualized Consolidated Cash Flow" means Consolidated Cash Flow for
the four most recent fiscal quarters.

         "Annualized Consolidated Unsecured Debt Service" means Consolidated
Debt Service attributable to Unsecured Indebtedness for the four most recent
fiscal quarters.

         "Annualized Unencumbered Consolidated Cash Flow" means Consolidated
Cash Flow derived from Unencumbered Assets for the four most recent fiscal
quarters.

         "Applicable Margin" is defined in Section 2.4.

         "Arranger" means Banc One Capital Markets, Inc.

         "Article" means an article of this Agreement unless another document is
specifically referenced.

         "Assets Under Development" means, as of any date of determination, all
Properties and expansion areas of existing Properties owned by the Consolidated
Group and Investment


                                      -3-
<PAGE>   10

Affiliates which are then treated as Assets Under Development under GAAP and
which have been designated by the Borrower as "Assets Under Development" in its
most recent compliance certificate.

         "Authorized Officer" means any of the Chief Executive Officer,
President, or Chief Financial Officer, or Senior Vice President, Financial
Reporting, of the Borrower, acting singly.

         "Bank One" means Bank One, NA in its individual capacity, and its
successors.

         "Borrower" means SUSA Partnership L.P., a Tennessee limited
partnership, and its successors and assigns.

         "Borrowing Date" means a date on which an Advance is made hereunder.

         "Borrowing Notice" is defined in Section 2.11.

         "Business Day" means (i) with respect to any borrowing, payment or rate
selection of LIBOR Advances, a day (other than a Saturday or Sunday) on which
banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities.

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.

         "Cash Equivalents" means, as of any date, (i) securities issued or
directly and fully guaranteed or insured by the United States Government or any
agency or instrumentality thereof having maturities of not more than one year
from such date, (ii) time deposits and certificates of deposit having maturities
of not more than one year from such date and issued by any domestic commercial
bank or any Lender having (A) senior long-term unsecured debt rated at least A
or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody's and
(B) capital and surplus in excess of $100,000,000, (iii) commercial paper rated
at least A-1 or the equivalent thereof by S&P or P-1 or the equivalent thereof
by Moody's and in either case maturing within 120 days from such date; and (iv)
shares of any money market mutual fund rated at least AAA or the equivalent
thereof by S&P or at least Aaa or the equivalent thereof by Moody's.

         "Closing Date" means the date that all the conditions precedent to the
initial Advance, as specified in Section 4.1, have been satisfied, provided,
however, that the obligations of the Lenders to make Loans hereunder shall
automatically terminate if such date does not occur on or before September 30,
2001.

         "Code" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.


                                      -4-
<PAGE>   11

         "Commitment" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth opposite its signature below or as
set forth in any Notice of Assignment relating to any assignment that has become
effective pursuant to Section 14.3.2, as such amount may be modified from time
to time pursuant to the terms hereof.

         "Competitive Bid Borrowing Notice" is defined in Section 2.16(f).

         "Competitive Bid Lender" means a Lender or Designated Lender which has
a Competitive Bid Loan outstanding.

         "Competitive Bid Loan" is a Loan made pursuant to Section 2.16 hereof.

         "Competitive Bid Note" means the promissory note payable to the order
of the applicable Lender in the form attached hereto as Exhibit B-2 to be used
to evidence any Competitive Bid Loans which such Lender elects to make
(collectively, the "Competitive Bid Notes").

         "Competitive Bid Quote" means a response submitted by a Lender to the
Administrative Agent or the Borrower, as the case may be with respect to an
Invitation for Competitive Bid Quotes in the form attached as Exhibit C-3.

         "Competitive Bid Quote Request" means a written request from Borrower
to Administrative Agent in the form attached as Exhibit C-1.

         "Competitive LIBOR Margin" means, with respect to any Competitive Bid
Loan for an Interest Period, the percentage established in the applicable
Competitive Bid Quote which is to be used to determine the interest rate
applicable to such Competitive Bid Loan.

         "Condemnation" is defined in Section 9.8.

         "Consolidated Cash Flow," for any period (a "Cash Flow Test Period"),
means an amount equal to (a) Funds From Operations for such period plus (b)
Consolidated Interest Expense for such period.

         "Consolidated Debt Service," for any period of four consecutive fiscal
quarters (a "Debt Service Test Period"), means (a) Consolidated Interest Expense
for such period plus (b) the aggregate amount of scheduled principal payments of
Indebtedness (excluding optional prepayments and scheduled principal payments in
respect of any Indebtedness of the Consolidated Group which is payable in a
single installment at final maturity) required to be made during such period by
any member of the Consolidated Group plus (c) the Consolidated Group Pro Rata
Share of scheduled principal payments in respect of Indebtedness of Investment
Affiliates for such period, whether recourse or non-recourse.

         "Consolidated Fixed Charges," with respect to any fiscal period of the
Borrower, means an amount determined on a consolidated basis equal to the sum of
(i) Consolidated Debt Service plus (ii) all distributions paid during such
period to the holders of any preferred shares or preferred units of Borrower and
the REIT, without duplication, plus (iii) the Consolidated Group


                                      -5-
<PAGE>   12

Pro Rata Share of preferred dividends paid on stock issued by Investment
Affiliates (as distinguished from a preferred return paid to a joint venture
partner).

         "Consolidated Group" means the Borrower, General Partner and all
Subsidiaries which are consolidated with it for financial reporting purposes
under GAAP.

         "Consolidated Group Pro Rata Share," with respect to any Investment
Affiliate, means the percentage of the total equity ownership interest held by
the Consolidated Group in the aggregate, in such Investment Affiliate. The
percentage of total equity ownership interest held by the Consolidated Group
shall be the greater of: (i) the percentage of the issued and outstanding stock,
partnership interest or membership interest in such Investment Affiliate held by
the Consolidated Group in the aggregate, and (ii) the percentage of the total
book value of such Investment Affiliate that would be received by the
Consolidated Group in the aggregate, upon liquidation of such Investment
Affiliate after repayment in full of all indebtedness of such Investment
Affiliate.

         "Consolidated Interest Expense," for any period, means (a) the amount
of interest expense of the Consolidated Group for such period on the aggregate
principal amount of their Indebtedness, determined on a consolidated basis in
accordance with GAAP plus (b) any capitalized interest which accrued during such
period, plus (c) the Consolidated Group Pro Rata Share of any interest expense
and capitalized interest which accrued during such period of any Investment
Affiliate.

         "Consolidated Net Income," for any period, means consolidated net
income (or loss) of the Consolidated Group for such period determined on a
consolidated basis in accordance with GAAP; provided that there shall be
excluded (a) the income (or deficit) of any other Person accrued prior to the
date it becomes a Subsidiary of the Borrower or is merged into or consolidated
with the Borrower or any of its Subsidiaries and (b) the undistributed earnings
of any Subsidiary to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by the
terms of any contractual obligation or requirement of law applicable to such
Subsidiary.

         "Consolidated Secured Indebtedness," as of any date of determination,
means without duplication, the sum of (a) the aggregate principal amount of all
Indebtedness of the Consolidated Group outstanding at such date which does not
constitute Unsecured Indebtedness and (b) the excess, if any, of (i) the
aggregate principal amount of all Unsecured Indebtedness of the Subsidiaries of
the Borrower over (ii) $10,000,000, determined on a consolidated basis in
accordance with GAAP, and (c) the Consolidated Group Pro Rata Share of all
Indebtedness of Investment Affiliates that does not constitute Unsecured
Indebtedness.

         "Consolidated Senior Unsecured Indebtedness," as of any date of
determination, means the aggregate amount of all Indebtedness of the
Consolidated Group and the Consolidated Group Pro Rata Share of Indebtedness of
Investment Affiliates outstanding at such date which constitutes Unsecured
Indebtedness (excluding Indebtedness which is contractually subordinated to the
Indebtedness of the Consolidated Group under the Loan Documents on customary
terms


                                      -6-
<PAGE>   13

acceptable to the Administrative Agent) determined on a consolidated basis in
accordance with GAAP.

         "Consolidated Tangible Net Worth," at any date of determination, means
an amount equal to (a) Total Tangible Assets of the Consolidated Group and the
Consolidated Group Pro Rata Share of Total Tangible Assets of Investment
Affiliates as of such date minus (b) Consolidated Total Indebtedness as of such
date.

         "Consolidated Total Indebtedness," as of any date of determination,
means the sum of (a) all Indebtedness of the Consolidated Group outstanding at
such date, determined on a consolidated basis in accordance with GAAP, plus (b)
the Consolidated Group Pro Rata Share of the Indebtedness of any Investment
Affiliate.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code.

         "Conversion/Continuation Notice" is defined in Section 2.12.

         "Default" means an event described in Article IX.

         "Defaulting Lender" means any Lender which fails or refuses to perform
its obligations under this Agreement within the time period specified for
performance of such obligation and such failure or refusal continues for one
Business Day after written notice from the Administrative Agent, or, if no time
frame is specified, if such failure or refusal continues for a period of five
Business Days after written notice from the Administrative Agent; provided that
if such Lender cures such failure or refusal, such Lender shall cease to be a
Defaulting Lender.

         "Designated Lender" means any Person who has been designated by a
Lender to fund Competitive Bid Loans.

         "Designation Agreement" means a designation agreement entered into by a
Lender (other than a Designated Lender) and a Designated Lender, and accepted by
the Administrative Agent and Borrower, in substantially the form of Exhibit H
hereto.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Administrative Agent, taxes imposed on its overall
income or net worth, and franchise taxes imposed on it, by (i) the jurisdiction
under the laws of which such Lender or the Administrative Agent is incorporated
or organized or (ii) the jurisdiction in which the Administrative Agent's or
such Lender's principal executive office or such Lender's applicable Lending
Installation is located.


                                      -7-
<PAGE>   14

         "Facility Fee" is defined in Section 2.5.

         "Facility Termination Date" means September 17, 2004, subject to
extension pursuant to the terms and conditions of Section 2.2 hereof.

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "Financing Lease" means any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

         "Fixed Rate Advance" means an Advance which bears interest at a Fixed
Rate in accordance with Section 2.17.

         "Funded Percentage" means, with respect to any Lender at any time, a
percentage equal to a fraction the numerator of which is the amount actually
disbursed and outstanding to Borrower by such Lender at such time (including
Swing Line Loans and Competitive Bid Loans), and the denominator of which is the
total amount disbursed and outstanding to Borrower by all of the Lenders at such
time (including Swing Line Loans and Competitive Bid Loans).

         "Funds From Operations," for any period, means the sum of (i)
Consolidated Net Income for such period as adjusted by (A) excluding gains and
losses from property sales, debt restructurings and property write-downs and
adjusted for the non-cash effect of straight-lining of rents, (B) to the extent
not already accomplished under GAAP, straight-lining various ordinary operating
expenses which are payable less frequently than monthly (e.g. real estate
taxes), and (C) adding back depreciation, amortization and all non-cash items,
plus (ii) the Consolidated Group Pro Rata Share of funds from operations of each
Investment Affiliate with such funds from operations computed in a manner
similar to the computation contained herein.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time, applied in a manner consistent
with that used in preparing the financial statements referred to in Section 6.4.

         "General Partner" means Storage USA, Inc., a Tennessee corporation, the
sole general partner of Borrower, and its successors and assigns.

         "Guarantee Obligation" means, as to any Person (the "guaranteeing
person"), any obligation (determined without duplication) of (a) the
guaranteeing person or (b) another Person (including, without limitation, any
bank under any letter of credit) to induce the creation of


                                      -8-
<PAGE>   15

which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the maximum stated
amount of the primary obligation relating to such Guarantee Obligation (or, if
less, the maximum stated liability set forth in the instrument embodying such
Guarantee Obligation), provided, that in the absence of any such stated amount
or stated liability, the amount of such Guarantee Obligation shall be such
guaranteeing person's maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith.

         "Guarantor" means the General Partner and the Trust and any
Wholly-Owned Subsidiary that is the owner of an Unencumbered Asset and hereafter
executes a Guaranty in connection therewith.

         "Guaranty" means that certain Third Amended and Restated Guaranty of
even date herewith executed by the Guarantor in favor of the Administrative
Agent, for the ratable benefit of the Lenders, as it may be amended or modified
and in effect from time to time, and any additional guaranty hereafter
delivered.

         "Indebtedness" of any Person at any date, means without duplication,
(a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of business and
payable in accordance with customary practices), to the extent such obligations
constitute indebtedness for the purposes of GAAP, (c) any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar instrument
but not including shares of preferred stock or preferred limited partnership
units issued by such Person, unless such stock or units can be redeemed in cash
by the holder thereof at its sole option, (d) all obligations of such Person
under Financing Leases, (e) all obligations of such Person in respect of
acceptances issued or created for the account of such Person, (f) all Guarantee
Obligations of such Person (excluding, in the case of the Borrower, Guarantee
Obligations of the Borrower in respect of primary obligations of any
Subsidiary), and (g) all liabilities secured by any lien (other than liens for
taxes not yet due and payable) on any property owned by such Person even though
such Person has not assumed or otherwise become liable for the payment thereof,
and (h) Net Mark-to-Market Exposure (as determined in accordance with GAAP as of
the end of the most recent


                                      -9-
<PAGE>   16

quarter for Borrower and its consolidated Subsidiaries and as of the end of the
most recent fiscal year for Investment Affiliates) as of any date arising from
Rate Management Transactions.

         "Intangible Assets" of any Person at any date, that portion of the
assets of such Person which constitute intangible assets for the purposes of
GAAP.

         "Interest Period" means, with respect to a LIBOR Advance, a period of
one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on (but
exclude) the day which corresponds numerically to such date one, two, three or
six months thereafter, provided, however, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, provided, however, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day. If Borrower and Lenders agree on a Fixed
Rate Advance then reference herein to Interest Period shall also include the
applicable interest period agreed upon among Borrower and Lenders for the Fixed
Rate Advance.

         "Investment Affiliate" means any Person in which Borrower, General
Partner, or their Subsidiaries has an ownership interest, whose financial
results are not consolidated under GAAP with the financial results of the
Borrower. An entity which owns a franchised or managed property shall not be an
Investment Affiliate if the equity interest of Borrower or its Subsidiaries in
such entity is received solely in exchange for the Borrower or its Subsidiaries
providing a loan to such entity or a guaranty for the benefit of such entity.

         "Invitation for Competitive Bid Quotes" means a written notice to the
Lenders from the Administrative Agent in the form attached as Exhibit C-2 for
Competitive Bid Loans made pursuant to Section 2.16.

         "Lease-Up Assets" means Properties (other than Assets Under
Development) which are both (i) not yet 85% leased and (ii) in service less than
27 months.

         "Lenders" means the lending institutions listed on the signature pages
of this Agreement, their respective successors and assigns and any other lending
institutions that subsequently become parties to this Agreement.

         "Lending Installation" means, with respect to a Lender, any office,
branch, subsidiary or affiliate of such Lender.

         "LIBOR Advance" means an Advance which bears interest at a LIBOR Rate,
whether a ratable Advance based on the LIBOR Applicable Margin or a Competitive
Bid Loan based on a Competitive LIBOR Margin.


                                      -10-
<PAGE>   17

         "LIBOR Applicable Margin" means, as of any date with respect to any
Interest Period, the Applicable Margin in effect for such Interest Period as
determined in accordance with Section 2.4 hereof.

         "LIBOR Base Rate" means, with respect to a LIBOR Advance for the
relevant Interest Period, the applicable British Bankers' Association Interest
Settlement Rate for deposits in U.S. dollars appearing on Reuters Screen FRBD as
of 11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, and having a maturity equal to such Interest Period, provided
that, (i) if Reuters Screen FRBD is not available to the Administrative Agent
for any reason, the applicable LIBOR Base Rate for the relevant Interest Period
shall instead be the applicable British Bankers' Association Interest Settlement
Rate for deposits in U.S. dollars as reported by any other generally recognized
financial information service as of 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period, and having a maturity equal to
such Interest Period, and (ii) if no such British Bankers' Association Interest
Settlement Rate is available to the Administrative Agent, the applicable LIBOR
Base Rate for the relevant Interest Period shall instead be the rate determined
by the Administrative Agent to be the rate at which Bank One or one of its
Affiliate banks offers to place deposits in U.S. dollars with first-class banks
in the London interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, in the approximate
amount of Bank One's relevant LIBOR Loan and having a maturity equal to such
Interest Period. The LIBOR Base Rate shall be rounded to the next higher
multiple of 1/100th of 1% if the rate is not a multiple of 1/16th of 1% or
1/100th of 1%.

         "LIBOR Loan" means a Loan which bears interest at a LIBOR Rate.

         "LIBOR Rate" means, with respect to a LIBOR Advance for the relevant
Interest Period, the sum of (i) the quotient of (a) the LIBOR Base Rate
applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
(ii) the LIBOR Applicable Margin in effect on the day that such LIBOR Base Rate
was determined. The LIBOR Rate shall be rounded to the next higher multiple of
1/100th of 1% if the rate is not a multiple of 1/16 of 1% or 1/100th of 1%.

         "Lien" means any lien (statutory or other), mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, the interest of a vendor or
lessor under any conditional sale, capitalized lease or other title retention
agreement).

         "Loan" means, with respect to a Lender, such Lender's portion of any
Advance.

         "Loan Documents" means this Agreement, the Guaranty, the Notes and any
other document from time to time evidencing or securing indebtedness incurred by
the Borrower under this Agreement, as any of the foregoing may be amended from
time to time.

         "Management Expense" means with respect to any Property, 3% of revenues
derived from the operation of such Property.


                                      -11-
<PAGE>   18

         "Material Adverse Effect" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or business prospects of the Borrower and its Subsidiaries taken as a whole,
(ii) the ability of the Borrower or the Guarantor to perform its obligations
under the Loan Documents, or (iii) the validity or enforceability of any of the
Loan Documents or the rights or remedies of the Administrative Agent or the
Lenders thereunder.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Multiemployer Plan" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

         "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. "Unrealized
losses" means the fair market value of the cost to such Person of replacing such
Rate Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of replacing
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

         "Net Operating Income," with respect to any Property for any period,
means "property rental and other income" (as determined by GAAP) attributable to
such Property accruing for such period minus the amount of all expenses (as
determined in accordance with GAAP) incurred in connection with and directly
attributable to the ownership and operation of such Property for such period,
including, without limitation, Management Expense and amounts accrued for the
payment of real estate taxes and insurance premiums, but excluding interest
expense or other debt service charges and any non-cash charges such as
depreciation or amortization of financing costs.

         "Non-U.S. Lender" is defined in Section 3.5(iv).

         "Note" means a new (in the case of Lenders not parties to the Existing
Credit Agreement) or an amended and restated (in the case of Lenders parties to
the Existing Credit Agreement) promissory note, in substantially the form of
Exhibit B-1 hereto, duly executed by the Borrower and payable to the order of a
Lender in the amount of its Commitment, including any amendment, modification,
renewal or replacement of such promissory note or a new (in the case of Lenders
not parties to the Existing Credit Agreement) or an amended and restated (in the
case of Lenders parties to the Existing Credit Agreement) competitive bid note,
in substantially the form of Exhibit B-2 hereto, duly executed by the Borrower
and payable to the order of a Competitive Bid Lender, including any amendment,
modification, renewal or replacement of such note.

         "Notice of Assignment" is defined in Section 14.3.2.


                                      -12-
<PAGE>   19

         "Obligations" means all unpaid principal of and accrued and unpaid
interest on the Notes, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Administrative Agent or any indemnified party hereunder
arising under the Loan Documents.

         "Participants" is defined in Section 14.2.1.

         "Payment Date" means, with respect to the payment of interest accrued
on any Advance, (i) with respect to an ABR Advance, the first day of each
calendar month, and (ii) with respect to any LIBOR Advance, the last day of any
Interest Period, except with respect to a six month LIBOR Advance, for which
interest will be payable in two equal installments with the first installment
payable at the end of the first three months of the six month Interest Period
and the second installment payable at the end of the Interest Period.

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereto.

         "Percentage" means for each Lender the percentage of the Aggregate
Commitment allocated to such Lender as set forth opposite its signature.

         "Permitted Acquisitions" are defined in Section 8.16.

         "Permitted Liens" are defined in Section 8.17.

         "Person" means any natural person, corporation, firm, joint venture,
partnership, association, enterprise, trust or other entity or organization, or
any government or political subdivision or any agency, department or
instrumentality thereof.

         "Plan" means an employee pension benefit plan which is covered by Title
IV of ERISA or subject to the minimum funding standards under Section 412 of the
Code as to which the Borrower or any member of the Controlled Group may have any
liability.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced from time to time by Bank One or its parent (which is not necessarily
the lowest rate charged to any customer), changing when and as said prime rate
changes.

         "Property" means each parcel of real property (including the public
storage facility thereon) owned or operated by the Consolidated Group or any
Investment Affiliate.

         "Purchasers" is defined in Section 14.3.1.

         "Rate Management Transactions" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered into which is
a rate swap, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including


                                      -13-
<PAGE>   20

any option with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign currencies,
commodity prices, equity prices or other financial measures.

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

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided, however, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

         "Required Lenders" means Lenders in the aggregate having at least
66-2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding at least 66-2/3% of the aggregate
unpaid principal amount of the outstanding Advances.

         "Reserve Requirement" means, with respect to an Interest Period, the
maximum aggregate reserve requirement on Eurocurrency liabilities.

         "Section" means a numbered section of this Agreement, unless another
document is specifically referenced.

         "Significant Subsidiary" means at any date of determination, any
Subsidiary of the Borrower or the General Partner which at such date owns or
operates one or more Properties constituting aggregate Total Tangible Assets in
excess of $20,000,000.

         "Single Employer Plan" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

         "Storage Property" means each parcel of real property owned or operated
by the Borrower, the General Partner or any of their Subsidiaries and upon which
there is located a self-storage facility.

         "Subsidiary," as to any Person, means a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person.


                                      -14-
<PAGE>   21

Unless otherwise qualified, all references to a "Subsidiary" or to
"Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries of
the Borrower or the General Partner.

         "Substantial Portion" means, with respect to the Property of the
General Partner, the Borrower and its Subsidiaries, Property which (i)
represents more than 15% of the consolidated assets disclosed on the most
recently issued quarterly consolidated financial statements of the General
Partner and the Borrower, or (ii) is responsible for more than 15% of the
consolidated net sales or of the consolidated net income of the General Partner,
the Borrower and their Subsidiaries as reflected in the financial statements
referred to in clause (i) above.

         "S&P" means Standard & Poor's Ratings Group and its successors.

         "Swing Line Lender" shall mean the Lender agreed upon by Borrower and
the designated Swing Line Lender to provide Swing Line Loans. The initial Swing
Line Lender is the Administrative Agent, in its capacity as a Lender.

         "Swing Line Loans" means Loans of up to $15,000,000 made by the Swing
Line Lender in accordance with Section 2.15 hereof.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Total Asset Value" means the sum of the values of the following:

         (i)      Properties (other than Assets Under Development and Lease-Up
                  Properties) valued by determining Net Operating Income from
                  such Properties based on a trailing four quarter period and
                  dividing such Net Operating Income by .10 except that
                  Properties that are acquired and have not been owned by the
                  Borrower for at least four quarters shall be valued at the
                  acquisition price of such Properties during such first four
                  quarter period of ownership;

         (ii)     Lease-Up Assets valued at the higher of (A) cost provided that
                  cost shall be used only when such Properties are placed in
                  service for less than or equal to 18 months or (B) an amount
                  equal to "Annualized Net Operating Income" from such
                  Properties (as hereinafter defined), divided by .10, and
                  provided further that the total value of all such Lease-Up
                  Assets shall not exceed more than 15% of Total Asset Value. As
                  used herein, "Annualized Net Operating Income" shall be equal
                  to Net Operating Income from such Properties for the most
                  recent quarter multiplied by four;

         (iii)    Assets Under Development valued at cost provided the total
                  value of Assets Under Development shall not exceed 10% of
                  Total Asset Value;

         (iv)     franchise loans valued at 50% of the outstanding balance of
                  such loan provided that the total value of such assets does
                  not exceed more than 5% of Total Asset


                                      -15-
<PAGE>   22

                  Value and no value shall be attributable to any such loan for
                  which there is a payment more than 31 days past due; and

         (v)      other tangible assets valued at book value in accordance with
                  GAAP provided that the total value of such other tangible
                  assets shall not exceed 5% of Total Asset Value.

         Notwithstanding the sublimits of each of the asset categories as
specified above, the sum of categories (ii) through (v) shall not exceed 25% of
Total Asset Value.

         "Total Tangible Assets," of any Person at any date, means the current
book value of the total assets of such Person other than that portion of such
Person's assets that constitute intangible assets as determined in accordance
with GAAP plus accumulated depreciation on the real estate assets from such
Person's original book value of such assets which is reflected in the current
book value of such assets.

         "Transferee" is defined in Section 14.4.

         "Type" means, with respect to any Advance, its nature as a ABR Advance
or a LIBOR Advance.

         "Unencumbered Asset," with respect to any asset, at any date of
determination, means the circumstance that such asset on such date (a) is not
subject to any Liens or claims (including restrictions limiting the ability to
transfer, assign or pledge such asset) of any kind (including any such Lien,
claim or restriction imposed by the organizational documents of any Subsidiary,
but excluding Permitted Liens), (b) is not subject to any agreement (including
(i) any agreement governing Indebtedness incurred in order to finance or
refinance the acquisition of such asset and (ii) if applicable, the
organizational documents of any Subsidiary) which prohibits or limits the
ability of the Borrower, the General Partner or any of their Subsidiaries to
create, incur, assume or suffer to exist any Lien upon any assets or Capital
Stock of the Borrower, the General Partner or any of their Subsidiaries
(excluding any agreement which limits generally the amount of secured
Indebtedness which may be incurred by the Borrower, the General Partner and
their Subsidiaries) and (c) is not subject to any agreement (including any
agreement governing Indebtedness incurred in order to finance or refinance the
acquisition of such asset) which entitles any Person to the benefit of any Lien
(other than Permitted Liens) on any assets or Capital Stock of the Borrower, the
General Partner or any of their Subsidiaries, or would entitle any Person to the
benefit of any Lien (other than Permitted Liens) on such assets or Capital Stock
upon the occurrence of any contingency (including, without limitation, pursuant
to an "equal and ratable" clause), (d) is wholly owned by Borrower or by a
Wholly-Owned Subsidiary that is a guarantor of Borrower's obligations under the
Facility and (e) is located in the United States. For the purposes of this
Agreement, any Property of a Wholly-Owned Subsidiary shall not be deemed to be
unencumbered unless both (i) such Property and (ii) all Capital Stock of such
Subsidiary held by the Borrower and General Partner is unencumbered.

         "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested nonforfeitable benefits under all Single Employer Plans
exceeds the fair market value of


                                      -16-
<PAGE>   23

all such Plan assets allocable to such benefits, all determined as of the then
most recent valuation date for such Plans.

         "Unmatured Default" means an event which but for the lapse of time or
the giving of notice, or both, would constitute a Default.

         "Unsecured Indebtedness" means all Indebtedness of any Person that is
not secured by a Lien on any income, Capital Stock, Property or any other asset
of such Person.

         "Value of Unencumbered Assets," as of any date, means the sum of: (i)
the value of Unencumbered Assets (excluding Assets under Development and
Lease-Up Assets) determined by capitalizing Net Operating Income for the most
recent four quarters from such Properties at 10% if owned for more than twelve
(12) months and otherwise to be valued at its acquisition price, plus (ii) the
value of Unencumbered Assets which are Lease-Up Assets, determined in the same
manner that Lease-Up Assets are valued for purposes of determining Total Asset
Value (subject to the last sentence of this definition), provided that the Value
of Unencumbered Assets attributable to such Lease-Up Assets shall not exceed 15%
of the total Value of Unencumbered Assets.

         "Wholly-Owned Subsidiary" of a Person means (i) any Subsidiary all of
the outstanding voting securities of which shall at the time be owned or
controlled, directly or indirectly, by such Person or one or more Wholly-Owned
Subsidiaries of such Person, or by such Person and one or more Wholly-Owned
Subsidiaries of such Person, or (ii) any partnership, association, joint venture
or similar business organization 100% of the ownership interests having ordinary
voting power of which shall at the time be so owned or controlled.

         The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDIT

         2.1.     Commitment. From and including the date of this Agreement and
prior to the Facility Termination Date, each Lender severally agrees, on the
terms and conditions set forth in this Agreement, to make Loans to the Borrower
from time to time in amounts not to exceed in the aggregate at any one time
outstanding the amount of its Commitment. Subject to the terms of this
Agreement, the Borrower may borrow, repay and reborrow at any time prior to the
Facility Termination Date. The Commitments to lend hereunder shall expire on the
Facility Termination Date.

         2.2.     Final Principal Payment and Extension Option. Any outstanding
Advances and all other unpaid Obligations shall be paid in full by the Borrower
on the Facility Termination Date. The Facility Termination Date can be extended
for one year upon notice to the Administrative Agent no more than 90 and no less
than 30 days before the original Facility Termination Date if (i) no Default or
Unmatured Default has occurred and is continuing at the


                                      -17-
<PAGE>   24

time of such notice and at the time of the original Facility Termination Date,
and (ii) the Borrower pays to Administrative Agent for the ratable benefit of
each Lender, an extension fee equal to 0.20% of the Aggregate Commitment at the
time of such notice of extension. If so extended, the Facility Termination Date
shall be September 17, 2005.

         2.3.     Ratable Loans. Each Advance hereunder shall consist of Loans
made from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment except for Swing Line
Loans which shall be made by the Swing Line Lender in accordance with Section
2.15 and Competitive Bid Loans made in accordance with Section 2.16. The
Advances may be ABR Advances or LIBOR Advances, or a combination thereof,
selected by the Borrower in accordance with Sections 2.11 and 2.12.

         2.4.     Applicable Margins. The ABR Applicable Margin and the LIBOR
Margin to be used in calculating the interest rate applicable to different Types
of Advances shall vary from time to time in accordance with the long-term
unsecured debt ratings from Moody's and S&P of the General Partner and the
Borrower. The applicable debt ratings and the Applicable Margins are set forth
in the table attached as Exhibit A. All margins and fees change as and when the
rating classification changes. The Borrower agrees to give Administrative Agent
prompt notice of any rating change. In the event the General Partner and the
Borrower have different ratings, the rating of the higher rated entity shall be
used. In the event the rating agencies are split on the rating for the higher
rated entity, the lower rating for the higher rated entity shall be deemed to be
the applicable rating (e.g., if the higher rated entity's Moody's debt rating is
Baa1 and its S&P debt rating is BBB then the Applicable Margins shall be
computed based on the S&P rating), and the Applicable Margins shall be adjusted
effective on the next Business Day following any change in the higher rated
entity's Moody's debt rating and/or S&P's debt rating, as the case may be. In
the event that either S&P or Moody's shall discontinue their ratings of the REIT
industry or the Borrower, a mutually agreeable substitute rating agency shall be
selected by the Required Lenders and the Borrower. If the Required Lenders and
the Borrower cannot agree on a substitute rating agency within thirty (30) days
of such discontinuance, or if both S&P and Moody's shall discontinue their
ratings of the REIT industry or the Borrower, the Applicable Margin to be used
for the calculation of interest on Advances hereunder shall be the highest
Applicable Margin for each Type.

         2.5.     Facility Fee. The Borrower agrees to pay to the Administrative
Agent for the account of each Lender a per annum facility fee (the "Facility
Fee") on the amount of the Aggregate Commitment at the rate set forth in Exhibit
A. The Facility Fee varies according to the rating of the Borrower and General
Partner as set forth in Exhibit A. The Facility Fee shall be payable quarterly
in arrears on each March 1, June 1, September 1 and December 1 and on the
Facility Termination Date commencing December 1, 2001, and shall be prorated for
any partial quarter.

         2.6.     Other Fees. The Borrower agrees to pay all other fees payable
to the Administrative Agent and to Arranger pursuant to the Borrower's prior
letter agreements with them.


                                      -18-
<PAGE>   25
         2.7.     Reductions in Aggregate Commitment. The Borrower may
permanently reduce the Aggregate Commitment in whole, or in part ratably among
the Lenders in integral multiples of $5,000,000, upon at least ten Business
Days' written notice to the Administrative Agent, which notice shall specify the
amount of any such reduction, provided, however, that the amount of the
Aggregate Commitment may not be reduced below the aggregate principal amount of
the outstanding Advances.

         2.8.     Intentionally Deleted.

         2.9.     Minimum Amount of Each Advance. Each LIBOR Advance shall be in
the minimum amount of $1,000,000 (and in multiples of $250,000 if in excess
thereof), and each ABR Advance shall be in the minimum amount of $1,000,000 (and
in multiples of $250,000 if in excess thereof), provided, however, that any ABR
Advance may be in the amount of the unused Aggregate Commitment if less than
$1,000,000.

         2.10.    Optional Principal Payments. The Borrower may from time to
time pay, without penalty or premium, all outstanding ABR Advances, or, in a
minimum aggregate amount of $500,000 or any integral multiple of $250,000 in
excess thereof, any portion of the outstanding ABR Advances upon two Business
Days' prior notice to the Administrative Agent. Subject to the provisions of
Section 3.4, a LIBOR Advance may be paid prior to the last day of the applicable
Interest Period upon three Business Days' prior notice to the Administrative
Agent.

         2.11.    Method of Selecting Types and Interest Periods for New
Advances. The Borrower shall select the Type of Advance and, in the case of each
LIBOR Advance, the Interest Period applicable to each Advance from time to time.
The Borrower shall give the Administrative Agent irrevocable notice (a
"Borrowing Notice") not later than (i) 10:00 a.m. (Chicago time) at least one
Business Day before the Borrowing Date of each ABR Advance, (ii) three Business
Days before the Borrowing Date for each LIBOR Advance, and (iii) 3:00 p.m.
(Chicago time) on the Borrowing Date for each Swing Line Loan, specifying:

                  (i)      the Borrowing Date, which shall be a Business Day, of
         such Advance,

                  (ii)     the aggregate amount of such Advance,

                  (iii)    the Type of Advance selected (which must be a ABR
         Advance for Swing Line Loans), and

                  (iv)     in the case of each LIBOR Advance, the Interest
         Period applicable thereto.

         Not later than noon (Chicago time) on each Borrowing Date (except for
Swing Line Loans which shall be funded as soon as practical after the Borrowing
Notice and Competitive Bid Loans at an Absolute Rate which shall be funded as
soon as practical after notice to the Lenders of the principal amount of the
Competitive Bid Loans allocated to the participating Lenders.) Each Lender shall
make available its Loan or Loans, in funds immediately available in Chicago to
the Administrative Agent at its address specified pursuant to Article X. The



                                     - 19 -
<PAGE>   26

Administrative Agent will make the funds so received from the Lenders available
to the Borrower at the Administrative Agent's aforesaid address.

         No Interest Period may end after the Facility Termination Date and,
unless the Lenders otherwise agree in writing, in no event may there be more
than five (5) different Interest Periods for LIBOR Advances outstanding at any
one time.

         2.12.    Conversion and Continuation of Outstanding Advances. ABR
Advances shall continue as ABR Advances unless and until such ABR Advances are
converted into LIBOR Advances. Each LIBOR Advance shall continue as a LIBOR
Advance until the end of the then applicable Interest Period therefor, at which
time such LIBOR Advance shall be automatically converted into an ABR Advance
unless the Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice requesting that, at the end of such Interest
Period, such LIBOR Advance continue as an LIBOR Advance for the same or another
Interest Period. Subject to the terms of Section 2.9, the Borrower may elect
from time to time to convert all or any part of an Advance of any Type into any
other Type or Types of Advances; provided that any conversion of any LIBOR
Advance shall be made on, and only on, the last day of the Interest Period
applicable thereto. The Borrower shall give the Administrative Agent irrevocable
notice (a "Conversion/Continuation Notice") of each conversion of an Advance or
continuation of a LIBOR Advance not later than 10:00 a.m. (Chicago time) at
least one Business Day, in the case of a conversion into an ABR Advance, or
three Business Days, in the case of a conversion into or continuation of a LIBOR
Advance, prior to the date of the requested conversion or continuation,
specifying:

                  (i)      the requested, date which shall be a Business Day, of
         such conversion or continuation;

                  (ii)     the aggregate amount and Type of the Advance which is
         to be converted or continued; and

                  (iii)    the amount and Type(s) of Advance(s) into which such
         Advance is to be converted or continued and, in the case of a
         conversion into or continuation of a LIBOR Advance, the duration of the
         Interest Period applicable thereto.

         2.13.    Changes in Interest Rate, Etc. Each ABR Advance or part
thereof shall bear interest on the outstanding principal amount thereof, for
each day from and including the date such Advance is made or is converted from a
LIBOR Advance into a ABR Advance pursuant to Section 2.12 to but excluding the
date it becomes due or is converted into a LIBOR Advance pursuant to Section
2.12 hereof, at a rate per annum equal to the ABR Rate for such day. Changes in
the rate of interest on that portion of any Advance maintained as a ABR Advance
will take effect simultaneously with each change in the Corporate Base Rate.
Each LIBOR Advance shall bear interest from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined as applicable to such LIBOR
Advance.


                                     - 20 -
<PAGE>   27

         2.14.    Rates Applicable After Default. Notwithstanding anything to
the contrary contained in Section 2.11 or 2.12, during the continuance of a
Default or Unmatured Default, the Required Lenders may, at their option, by
notice to the Borrower (which notice may be revoked at the option of the
Required Lenders notwithstanding any provision of Section 10.2 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued (following the expiration of
the then-current Interest Period) as a LIBOR Advance. During the continuance of
a Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of Section 10.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each LIBOR Advance shall
bear interest for the remainder of the applicable Interest Period at the rate
otherwise applicable to such Interest Period plus 2% per annum and (ii) each ABR
Advance shall bear interest at a rate per annum equal to the ABR Rate otherwise
applicable to the ABR Advance plus 2% per annum.

         2.15.    Swing Line Loans. In addition to the other options available
to Borrower hereunder, up to $15,000,000 of the Swing Line Lender's Commitment,
shall be available for Swing Line Loans subject to the following terms and
conditions. Swing Line Loans shall be made available for same day borrowings
provided that notice is given in accordance with Section 2.11 hereof. All Swing
Line Loans shall bear interest at the ABR Rate. In no event shall the Swing Line
Lender be required to fund a Swing Line Loan if it would increase the total
aggregate outstanding Loans by Swing Line Lender hereunder to an amount in
excess of its Commitment. Each Swing Line Loan shall be paid in full by the
Borrower on or before the fifth (5th) day after the Borrowing Date for such
Swing Line Loan. In addition, the Swing Line Lender (i) may at any time in its
sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall
on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require
each Lender (including the Swing Line Lender) to make a Loan in the amount of
such Lender's Percentage of such Swing Line Loan (including, without limitation,
any interest accrued and unpaid thereon), for the purpose of repaying such Swing
Line Loan. Not later than noon (Chicago time) on the date of any notice received
pursuant to this Section 2.15, each Lender shall make available its required
Loan, in funds immediately available in Chicago to the Administrative Agent at
its address specified pursuant to Article XV. Revolving Loans made pursuant to
this Section 2.15 shall initially be ABR Loans and thereafter may be continued
as ABR Loans or converted into LIBOR Loans in the manner provided in Section
2.12 and subject to the other conditions and limitations set forth in this
Article II. Unless the Swing Line Lender had knowledge of a Default prior to its
making any Swing Line Loan (in which event Swing Line Lender agrees not to make
a Swing Line Loan), a Lender's obligation to make Loans pursuant to this Section
2.15 to repay Swing Line Loans shall be unconditional, continuing, irrevocable
and absolute and shall not be affected by any circumstances, including, without
limitation, (a) any set-off, counterclaim recoupment, defense or other right
which such Lender may have against the Administrative Agent, the Swing Line
Lender or any other Person, (b) the occurrence or continuance of a Default or
Unmatured Default, (c) any adverse change in the condition (financial or
otherwise) of the Borrower, or (d) any other circumstances, happening or event
whatsoever. In the event that any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.15, the
Administrative Agent shall be entitled to receive, retain and apply against such
obligation the principal and interest otherwise payable to


                                     - 21 -
<PAGE>   28

such Lender hereunder until the Administrative Agent receives such payment from
such Lender or such obligation is otherwise fully satisfied. In addition to the
foregoing, if for any reason any Lender fails to make payment to the
Administrative Agent of any amount due under this Section 2.15, such Lender
shall be deemed, at the option of the Administrative Agent, to have
unconditionally and irrevocably purchased from the Swing Line Lender, without
recourse or warranty, an undivided interest and participation in the applicable
Swing Line Loan in the amount of such payment not made by such Lender, and such
interest and participation may be recovered from such Lender together with
interest thereon at the Federal Funds Effective Rate for each day during the
period commencing on the date of demand and ending on the date such amount is
received. Swing Line Loans may be outstanding for a maximum of ten (10) days
during any calendar month. On the Facility Termination Date, the Borrower shall
repay in full the outstanding principal balance of the Swing Line Loans.

         2.16.    Competitive Bid Loans.

                  a.       Competitive Bid Option. In addition to ratable
Advances pursuant to Section 2.3, but subject to the terms and conditions of
this Agreement (including, without limitation, the limitation set forth in
Section 2.1 as to the maximum amount of all Loans not exceeding the Aggregate
Commitment), the Borrower may, as set forth in this Section 2.16, request the
Lenders, prior to the Facility Termination Date, to make offers to make
Competitive Bid Loans to the Borrower. Each Lender may, but shall have no
obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section
2.16. Competitive Bid Loans shall be evidenced by the Competitive Bid Notes. In
no event shall the aggregate of all Competitive Bid Loans outstanding at any
time exceed 50% of the Aggregate Commitment and when added to all outstanding
Advances (including, without limitation, LIBOR Advances, Fixed Rate Advances and
ABR Advances) shall not exceed the Aggregate Commitment.

                  b.       Competitive Bid Quote Request. When the Borrower
wishes to request offers to make Competitive Bid Loans under this Section 2.16,
it shall transmit to the Administrative Agent by telecopy a Competitive Bid
Quote Request substantially in the form of Exhibit C-1 hereto so as to be
received no later than (i) 10:00 a.m. (Chicago time) at least five Business Days
prior to the Borrowing Date proposed therein, in the case of a request for a
Competitive LIBOR Margin or (ii) 9:00 a.m. (Chicago time) at least one Business
Day prior to the Borrowing Date proposed therein, in the case of a request for
an Absolute Rate specifying:

                           (1) the proposed Borrowing Date for the proposed
                  Competitive Bid Loan,

                           (2) the requested aggregate principal amount of such
                  Competitive Bid Loan which must be at least $10,000,000 and an
                  integral multiple of $1,000,000,

                           (3) whether the Competitive Bid Quotes requested are
                  to set forth a Competitive LIBOR Margin or an Absolute Rate,
                  or both,


                                     - 22 -
<PAGE>   29

                           (4) the Interest Period, if a Competitive LIBOR
                  Margin is requested, or the Absolute Interest Period, if an
                  Absolute Rate is requested, and

                           (5) whether the Competitive Bid Loan shall be subject
                  to prepayment.

The Borrower may request offers to make Competitive Bid Loans for more than one
(but not more than five) Interest Periods in a single Competitive Bid Quote
Request. No Competitive Bid Quote Request shall be given within five Business
Days (or such other number of days as the Borrower and the Administrative Agent
may agree) of any other Competitive Bid Quote Request. Competitive Bid requests
will be limited to a maximum of two bid auctions each 30 days. A Competitive Bid
Quote Request that does not conform substantially to the form of Exhibit C-1
hereto shall be rejected, and the Administrative Agent shall promptly notify the
Borrower of such rejection by telecopy.

                  c.       Invitation for Competitive Bid Quotes. Promptly and
in any event before the close of business on the same Business Day of receipt of
a Competitive Bid Quote Request that is not rejected pursuant to Section
2.16(b), the Administrative Agent shall send to each of the Lenders by telecopy
an Invitation for Competitive Bid Quotes substantially in the form of Exhibit
C-2 hereto, 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 Section
2.16.

                  d.       Submission and Contents of Competitive Bid Quotes.

                           (1) 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 2.16(d) and must be
                  submitted to the Administrative Agent by telex or telecopy at
                  its offices not later than (a) 2:00 p.m. (Chicago time) at
                  least four Business Days prior to the proposed Borrowing Date,
                  in the case of a request for a Competitive LIBOR Margin or (b)
                  9:00 a.m. (Chicago time) on the proposed Borrowing Date, in
                  the case of a request for an Absolute Rate (or, in either case
                  upon reasonable prior notice to the Lenders, such other time
                  and date as the Borrower and the Administrative Agent may
                  agree); provided that Competitive Bid Quotes submitted by Bank
                  One may only be submitted if the Administrative Agent or Bank
                  One notifies the Borrower of the terms of the Offer or Offers
                  contained therein no later than 30 minutes prior to the latest
                  time at which the relevant Competitive Bid Quotes must be
                  submitted by the other Lenders. Subject to the Borrower's
                  compliance with all other conditions to disbursement herein,
                  any Competitive Bid Quote of a Lender so made shall be
                  irrevocable except with the written consent of the
                  Administrative Agent given on the instructions of the
                  Borrower.


                                     - 23 -
<PAGE>   30

                           (2) Each Competitive Bid Quote shall be in
                  substantially the form of Exhibit C-3 hereto and shall in any
                  case specify:

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

                               (2) the principal amount of the Competitive Bid
                           Loan for which each such offer is being made, which
                           principal amount (x) may be greater than, less than
                           or equal to the Commitment of the quoting Lender, (y)
                           must be at least $5,000,000 and an integral multiple
                           of $1,000,000, and (z) may not exceed the principal
                           amount of Competitive Bid Loans for which offers are
                           requested,

                               (3) as applicable, the Competitive LIBOR Margin
                           and Absolute Rate offered for each such Competitive
                           Bid Loan,

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

                               (5) the identity of the quoting Lender, provided
                           that such Competitive Bid Loan may be funded by such
                           Lender's Designated Lender as provided in Section
                           2.16(j), regardless of whether that is specified in
                           the Competitive Bid Quote,

                               (6) whether or not such Competitive Bid Loan
                           shall be subject to prepayment.

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

                               (1) is not substantially in the form of Exhibit
                           C-3 hereto or does not specify all of the information
                           required by Section 2.16(d)(2),

                               (2) contains qualifying, conditional or similar
                           language, other than any such language contained in
                           Exhibit C-3 hereto,

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

                               (4) arrives after the time set forth in Section
                           2.16(d)(1).

                  If any Competitive Bid Quote shall be rejected pursuant to
                  this Section 2.16(d)(3), then the Administrative Agent shall
                  notify the relevant Lender of such rejection as soon as
                  practical.


                                     - 24 -
<PAGE>   31

                  e.       Notice to Borrower. The Administrative Agent shall
promptly notify the Borrower of the terms (i) of any Competitive Bid Quote
submitted by a Lender that is in accordance with Section 2.16(d) 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 Administrative 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 Administrative Agent's notice to
the Borrower shall specify the aggregate principal amount of Competitive Bid
Loans for which offers have been received for each Interest Period specified in
the related Competitive Bid Quote Request and the respective principal amounts
and Competitive LIBOR Margins or Absolute Rate, as the case may be, so offered.

                  f.       Acceptance and Notice by Borrower. Not later than (i)
6:00 p.m. (Chicago time) at least four Business Days prior to the proposed
Borrowing Date in the case of a request for a Competitive LIBOR Margin or (ii)
10:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of a
request for an Absolute Rate (or, in either case upon reasonable prior notice to
the Lenders, such other time and date as the Borrower and the Administrative
Agent may agree), the Borrower shall notify the Administrative Agent of its
acceptance or rejection of the offers so notified to it pursuant to Section
2.16(e); provided, however, that the failure by the Borrower to give such notice
to the Administrative Agent shall be deemed to be a rejection of all such
offers. In the case of acceptance, such notice (a "Competitive Bid Borrowing
Notice") shall specify the aggregate principal amount of offers for each
Interest Period that are accepted. The Borrower may accept any Competitive Bid
Quote in whole or in part (subject to the terms of Section 2.16(d)(3)); provided
that:

                           (1) the aggregate principal amount of all Competitive
                  Bid Loans to be disbursed on a given Borrowing Date may not
                  exceed the applicable amount set forth in the related
                  Competitive Bid Quote Request,

                           (2) acceptance of offers may only be made on the
                  basis of ascending Competitive LIBOR Margins or Absolute
                  Rates, as the case may be, and

                           (3) the Borrower may not accept any offer that is
                  described in Section 2.16(d)(3) or that otherwise fails to
                  comply with the requirements of this Agreement.

                  g.       Allocation by Administrative Agent. If offers are
made by two or more Lenders with the same Competitive LIBOR Margins or Absolute
Rates, as the case may be, for a greater aggregate principal amount than the
amount in respect of which offers are accepted for the related Interest Period,
the principal amount of Competitive Bid Loans in respect of which such offers
are accepted shall be allocated by the Administrative Agent among such Lenders
as nearly as possible (in such multiples, not greater than $1,000,000, as the
Administrative Agent may deem appropriate) in proportion to the aggregate
principal amount of such offers provided, however, that no Lender shall be
allocated any Competitive Bid Loan



                                     - 25 -
<PAGE>   32

which is less than the minimum amount which such Lender has indicated that it is
willing to accept. Allocations by the Administrative Agent of the amounts of
Competitive Bid Loans shall be conclusive in the absence of manifest error. The
Administrative Agent shall promptly, but in any event on the same Business Day,
notify each Lender of its receipt of a Competitive Bid Borrowing Notice and the
principal amounts of the Competitive Bid Loans allocated to each participating
Lender.

                  h.       Administration Fee. The Borrower hereby agrees to pay
to the Administrative Agent an administration fee of $2,000 per each Competitive
Bid Quote Request transmitted by the Borrower to the Administrative Agent
pursuant to Section 2.16(b). Such administration fee shall be payable monthly on
the earlier of (1) the first Business Day of the month following such
Competitive Bid Quote Request and (2) the Facility Termination Date (or such
earlier date on which the Aggregate Commitment shall terminate or be cancelled).

                  i.       Other Terms. Any Competitive Bid Loan shall not
reduce the Commitment of the Lender making such Competitive Bid Loan, and each
such Lender shall continue to be obligated to fund its full Percentage of all
pro rata Advances under the Facility. In no event can the aggregate amount of
all Competitive Bid Loans at any time exceed fifty percent (50%) of the then
Aggregate Commitment and when added to all Advances (including, without
limitation, LIBOR Advances, Fixed Rate Advances and ABR Advances) shall not
exceed the Aggregate Commitment. Competitive Bid Loans shall not be prepaid
prior to the end of the applicable Interest Period unless the Competitive Bid
Lender consents. Competitive Bid Loans may not be continued and, if not repaid
at the end of the Interest Period or Absolute Interest Period applicable
thereto, shall (subject to the conditions set forth in this Agreement) be
replaced by new Competitive Bid Loans made in accordance with this Section 2.16
or by ratable Advances in accordance with Section 2.3.

                  j.       Designated Lenders. A Lender may designate its
Designated Lender to fund a Competitive Bid Loan on its behalf as described in
Section 2.16(d)(2)(5). Any Designated Lender which funds a Competitive Bid Loan
shall on and after the time of such funding become the obligee under such
Competitive Bid Loan and be entitled to receive payment thereof when due. No
Lender shall be relieved of its obligation to fund a Competitive Bid Loan, and
no Designated Lender shall assume such obligation, prior to the time such
Competitive Bid Loan is funded.

         2.17.    Fixed Rate Loans. In addition to the other interest rate
options provided herein, the Borrower may request a fixed rate ("Fixed Rate") on
any ratable Advance for up to one (1) year. The Fixed Rate shall be as quoted by
the Administrative Agent, subject to the approval of all of the Lenders. If
Borrower and Lenders agree to a Fixed Rate for all or a portion of the advances
outstanding hereunder, all the provisions contained herein for LIBOR Advances
shall be applicable to such Fixed Rate Advances with the Interest Period being
the period of time agreed to by Borrower and Lenders and the LIBOR Rate being
equal to the Fixed Rate agreed to by Borrower and Lenders.

         2.18.    Method of Payment. All payments of the Obligations hereunder
shall be made without setoff, deduction, or counterclaim, in immediately
available funds to the Administrative


                                     - 26 -
<PAGE>   33

Agent at the Administrative Agent's address specified pursuant to Article X, or
at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by noon (Chicago time) on
the date when due and shall be applied ratably by the Administrative Agent among
the Lenders. Each payment delivered to the Administrative Agent for the account
of any Lender shall be delivered the same business day if received by 1:00 p.m.
Chicago time by the Administrative Agent to such Lender in the same type of
funds that the Administrative Agent received at its address specified pursuant
to Article X or at any Lending Installation specified in a notice received by
the Administrative Agent from such Lender. If the Administrative Agent fails to
forward such payment by the close of business on such Business Day, or, with
respect to any other payment received by the Administrative Agent after 1:00
p.m. Chicago time, on the same Business Day as received by the Administrative
Agent, the Administrative Agent shall remit to each Lender its applicable
Percentage of such payment on the immediately following Business Day, together
with interest thereon until payment at the Federal Funds Effective Rate for
three Business Days and thereafter at the Prime Rate. The Administrative Agent
is hereby authorized to charge the account of the Borrower maintained with Bank
One for each payment of principal, interest and fees as it becomes due
hereunder.

         2.19.    Application of Moneys Received. All moneys collected or
received by the Administrative Agent on account of the Facility directly or
indirectly, shall be applied in the following order of priority:

                  (i)      to the payment of all reasonable costs incurred in
         the collection of such moneys of which the Administrative Agent shall
         have given notice to the Borrower;

                  (ii)     to the reimbursement of any amounts due to any of the
         Lenders in accordance with Article III;

                  (iii)    to payment of the full amount of interest and
         principal on the Swingline Loans;

                  (iv)     first to interest until paid in full and then to
         principal for all Lenders (i) as allocated by the Borrower (unless a
         Default exists) between Competitive Bid Loans and ratable Advances (the
         amount allocated to ratable Advances to be distributed in accordance
         with the Percentage of the Lenders) or (ii) if a Default exits, in
         accordance with the respective Funded Percentage of the Lenders; and

                  (v)      any other sums due to the Administrative Agent or any
         Lender under any of the Loan Documents.

         2.20.    Notes; Telephonic Notices. Each Lender is hereby authorized to
record the principal amount of each of its Loans and each repayment on the
schedule attached to its Note, provided, however, that the failure to so record
shall not affect the Borrower's Obligations under such Note. The Borrower hereby
authorizes the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by any person or persons the Administrative
Agent or any


                                     - 27 -
<PAGE>   34

Lender in good faith believes to be an Authorized Officer of the Borrower. The
Borrower agrees to deliver promptly to the Administrative Agent a written
confirmation, if such confirmation is requested by the Administrative Agent or
any Lender, of each telephonic notice signed by an Authorized Officer. If the
written confirmation differs in any material respect from the action taken by
the Administrative Agent and the Lenders, the records of the Administrative
Agent and the Lenders shall govern absent manifest error.

         2.21.    Interest Payment Dates; Interest and Fee Basis. Interest
accrued on each ABR Advance shall be payable on each Payment Date, commencing
with the first such date to occur after the date hereof, and at maturity.
Interest accrued on each LIBOR Advance shall be payable on each Payment Date,
commencing with the first such date to occur after the date hereof, on any date
on which such the LIBOR Advance is prepaid, whether by acceleration or
otherwise, and at maturity. Interest and facility fees shall be calculated for
actual days elapsed on the basis of a 360-day year. Interest shall be payable
for the day an Advance is made but not for the day of any payment on the amount
paid if payment is received prior to noon (local time) at the place of payment.
If any payment of principal of or interest on an Advance shall become due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest in connection with such payment.

         2.22.    Notification of Advances, Interest Rates, Prepayments and
Commitment Reductions. Promptly after receipt thereof, but in no event later
than 3:00 p.m. Chicago time on the same Business Day it is received with respect
to any Borrowing Notice or Conversion/Continuation Notice, the Administrative
Agent will notify each Lender of the contents of each Aggregate Commitment
reduction notice, Borrowing Notice, Conversion/Continuation Notice, and
repayment notice received by it hereunder. The Administrative Agent will notify
each Lender of the interest rate applicable to each LIBOR Advance promptly upon
determination of such interest rate and will give each Lender prompt notice of
each change in the ABR Rate and the Applicable Margin.

         2.23.    Lending Installations. Each Lender may book its Loans at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Notes shall be deemed held by each Lender for
the benefit of such Lending Installation. Each Lender may, by written or telex
notice to the Administrative Agent and the Borrower, designate a Lending
Installation through which Loans will be made by it and for whose account Loan
payments are to be made.

         2.24.    Non-Receipt of Funds by the Administrative Agent. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment will be made. The
Administrative Agent may, but shall not be obligated to, make the amount of such
payment


                                     - 28 -
<PAGE>   35

available to the intended recipient in reliance upon such assumption. If such
Lender or the Borrower, as the case may be, has not in fact made such payment to
the Administrative Agent, the recipient of such payment shall, on demand by the
Administrative Agent, repay to the Administrative Agent the amount so made
available together with interest thereon in respect of each day during the
period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to (i) in the case of payment by a Lender, the
Federal Funds Effective Rate for such day or (ii) in the case of payment by the
Borrower, the interest rate applicable to the relevant Loan.


                                  ARTICLE III

                             CHANGE IN CIRCUMSTANCES

         3.1.     Yield Protection. If, on or after the date of this Agreement,
the adoption of any law or any governmental or quasi-governmental rule,
regulation, policy, guideline or directive (whether or not having the force of
law), or any change in the interpretation or administration thereof by any
governmental or quasi-governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Lender or applicable Lending Installation or the Issuing Bank with any request
or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency:

                  (i)      subjects any Lender or any applicable Lending
         Installation to any Taxes, or changes the basis of taxation of payments
         (other than with respect to Excluded Taxes) to any Lender in respect of
         its LIBOR Loans, or

                  (ii)     imposes or increases or deems applicable any reserve,
         assessment, insurance charge, special deposit or similar requirement
         against assets of, deposits with or for the account of, or credit
         extended by, any Lender or any applicable Lending Installation (other
         than reserves and assessments taken into account in determining the
         interest rate applicable to LIBOR Advances), or

                  (iii)    imposes any other condition the result of which is to
         increase the cost to any Lender or any applicable Lending Installation
         of making, funding or maintaining its LIBOR Loans, or reduces any
         amount receivable by any Lender or any applicable Lending Installation
         in connection with its LIBOR Loans, or requires any Lender or any
         applicable Lending Installation to make any payment calculated by
         reference to the amount of LIBOR Loans, held or interest received by
         it, by an amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation as the case may be, of making or maintaining its
LIBOR Loans or Commitment or to reduce the return received by such Lender or
applicable Lending Installation as the case may be, in connection with such
LIBOR Loans or Commitment, then, within 15 days of demand by such


                                     - 29 -
<PAGE>   36

Lender the Borrower shall pay such Lender such additional amount or amounts as
will compensate such Lender as the case may be, for such increased cost or
reduction in amount received.

         3.2.     Changes in Capital Adequacy Regulations. If a Lender in good
faith determines the amount of capital required or expected to be maintained by
such Lender, any Lending Installation of such Lender or any corporation
controlling such Lender is increased as a result of a Change (as hereinafter
defined), then, within 15 days of demand by such Lender, the Borrower shall pay
such Lender the amount necessary to compensate for any shortfall in the rate of
return on the portion of such increased capital which such Lender in good faith
determines is attributable to this Agreement, or its obligation to make Loans
hereunder (after taking into account such Lender's policies as to capital
adequacy). "Change" means (i) any change after the date of this Agreement in the
Risk-Based Capital Guidelines (as hereinafter defined) or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basel Committee on Banking
Regulation and Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

         3.3.     Availability of LIBOR Advances. If any Lender in good faith
determines that maintenance of any of its LIBOR Loans at a suitable Lending
Installation would violate any applicable law, rule, regulation or directive,
whether or not having the force of law, the Administrative Agent shall suspend
the availability of the affected Type of Advance and require any LIBOR Advances
of the affected Type to be repaid; or if the Required Lenders in good faith
determine that (i) deposits of a type or maturity appropriate to match fund
LIBOR Advances are not available, or (ii) an interest rate applicable to a Type
of Advance does not accurately reflect the cost of making a LIBOR Advance of
such Type, then, the Administrative Agent shall suspend the availability of the
affected Type of Advance with respect to any LIBOR Advances made after the date
of any such determination. If the Borrower is required to so repay a LIBOR
Advance, the Borrower may concurrently with such repayment borrow from the
Lenders, in the amount of such repayment, a Loan bearing interest at the
Alternate Base Rate.

         3.4.     Funding Indemnification. If any payment of a LIBOR Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a LIBOR Advance is
not made on the date specified by the Borrower for any reason other than default
by the Lenders or as a result of unavailability pursuant to Section 3.3, the
Borrower will indemnify each Lender for any loss or cost incurred by it
resulting therefrom, including, without limitation, any loss or cost in
liquidating or


                                     - 30 -
<PAGE>   37

employing deposits acquired to fund or maintain the LIBOR Advance and shall pay
all such losses or costs within fifteen (15) days after written demand therefor.

         3.5.     Taxes.

                  (i)      All payments by the Borrower to or for the account of
         any Lender or the Administrative Agent hereunder or under any Note
         shall be made free and clear of and without deduction for any and all
         Taxes. If the Borrower shall be required by law to deduct any Taxes
         from or in respect of any sum payable hereunder to any Lender or the
         Administrative Agent, (a) the sum payable shall be increased as
         necessary so that after making all required deductions (including
         deductions applicable to additional sums payable under this Section
         3.5) such Lender or the Administrative Agent (as the case may be)
         receives an amount equal to the sum it would have received had no such
         deductions been made, (b) the Borrower shall make such deductions, (c)
         the Borrower shall pay the full amount deducted to the relevant
         authority in accordance with applicable law and (d) the Borrower shall
         furnish to the Administrative Agent the original copy of a receipt
         evidencing payment thereof within 30 days after such payment is made.

                  (ii)     In addition, the Borrower hereby agrees to pay any
         present or future stamp or documentary taxes and any other excise or
         property taxes, charges or similar levies which arise from any payment
         made hereunder or under any Note or from the execution or delivery of,
         or otherwise with respect to, this Agreement or any Note ("Other
         Taxes").

                  (iii)    The Borrower hereby agrees to indemnify the
         Administrative Agent and each Lender for the full amount of Taxes or
         Other Taxes (including, without limitation, any Taxes or Other Taxes
         imposed on amounts payable under this Section 3.5) paid by the
         Administrative Agent or such Lender and any liability (including
         penalties, interest and expenses) arising therefrom or with respect
         thereto. Payments due under this indemnification shall be made within
         30 days of the date the Administrative Agent or such Lender makes
         demand therefor pursuant to Section 3.6.

                  (iv)     Each Lender that is not incorporated under the laws
         of the United States of America or a state thereof (each a "Non-U.S.
         Lender") agrees that it will, not more than ten Business Days after the
         date of this Agreement, (i) deliver to each of the Borrower and the
         Administrative Agent two duly completed copies of United States
         Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either
         case that such Lender is entitled to receive payments under this
         Agreement without deduction or withholding of any United States federal
         income taxes, and (ii) deliver to each of the Borrower and the
         Administrative Agent a United States Internal Revenue Form W-8 or W-9,
         as the case may be, and certify that it is entitled to an exemption
         from United States backup withholding tax. Each Non-U.S. Lender further
         undertakes to deliver to each of the Borrower and the Administrative
         Agent (x) renewals or additional copies of such form (or any successor
         form) on or before the date that such form expires or becomes obsolete,
         and (y) after the occurrence of any event requiring a change in the
         most recent forms so delivered by it, such additional forms or
         amendments thereto as may be reasonably requested by the Borrower or
         the Administrative Agent. All forms or amendments


                                     - 31 -
<PAGE>   38

         described in the preceding sentence shall certify that such Lender is
         entitled to receive payments under this Agreement without deduction or
         withholding of any United States federal income taxes, unless an event
         (including without limitation any change in treaty, law or regulation)
         has occurred prior to the date on which any such delivery would
         otherwise be required which renders all such forms inapplicable or
         which would prevent such Lender from duly completing and delivering any
         such form or amendment with respect to it and such Lender advises the
         Borrower and the Administrative Agent that it is not capable of
         receiving payments without any deduction or withholding of United
         States federal income tax.

                  (v)      For any period during which a Non-U.S. Lender has
         failed to provide the Borrower with an appropriate form pursuant to
         clause (iv), above (unless such failure is due to a change in treaty,
         law or regulation, or any change in the interpretation or
         administration thereof by any governmental authority, occurring
         subsequent to the date on which a form originally was required to be
         provided), such Non-U.S. Lender shall not be entitled to
         indemnification under this Section 3.5 with respect to Taxes imposed by
         the United States.

                  (vi)     Any Lender that is entitled to an exemption from or
         reduction of withholding tax with respect to payments under this
         Agreement or any Note pursuant to the law of any relevant jurisdiction
         or any treaty shall deliver to the Borrower (with a copy to the
         Administrative Agent), at the time or times prescribed by applicable
         law, such properly completed and executed documentation prescribed by
         applicable law as will permit such payments to be made without
         withholding or at a reduced rate following receipt of such
         documentation.

                  (vii)    If the U.S. Internal Revenue Service or any other
         governmental authority of the United States or any other country or any
         political subdivision thereof asserts a claim that the Administrative
         Agent did not properly withhold tax from amounts paid to or for the
         account of any Lender (because the appropriate form was not delivered
         or properly completed, because such Lender failed to notify the
         Administrative Agent of a change in circumstances which rendered its
         exemption from withholding ineffective, or for any other reason), such
         Lender shall indemnify the Administrative Agent fully for all amounts
         paid, directly or indirectly, by the Administrative Agent as tax,
         withholding therefor, or otherwise, including penalties and interest,
         and including taxes imposed by any jurisdiction on amounts payable to
         the Administrative Agent under this subsection, together with all costs
         and expenses related thereto (including attorneys fees and time charges
         of attorneys for the Administrative Agent, which attorneys may be
         employees of the Administrative Agent). The obligations of the Lenders
         under this Section 3.5(vii) shall survive the payment of the
         Obligations and termination of this Agreement.

         3.6.     Lender Statements; Survival of Indemnity. To the extent
reasonably possible, each Lender shall designate an alternate Lending
Installation with respect to its LIBOR Loans to reduce any liability of the
Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid the
unavailability of Advances under Section 3.3, so long as such designation does
not reduce


                                     - 32 -
<PAGE>   39

such Lender's income or increase such Lender's liabilities. Each Lender shall
deliver a written statement of such Lender to the Borrower (with a copy to the
Administrative Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4
or 3.5. Such written statement shall set forth in reasonable detail the
calculations upon which such Lender determined such amount and shall be final,
conclusive and binding on the Borrower in the absence of manifest error.
Determination of amounts payable under such Sections in connection with a LIBOR
Loan shall be calculated as though each Lender funded its LIBOR Loan through the
purchase of a deposit of the type and maturity corresponding to the deposit used
as a reference in determining the LIBOR Rate applicable to such Loan, whether in
fact that is the case or not. Unless otherwise provided herein, the amount
specified in the written statement of any Lender shall be payable on demand
after receipt by the Borrower of such written statement. The obligations of the
Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the
Obligations and termination of this Agreement.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         4.1.     Initial Advance. The Lenders shall not be required to make the
initial Advance hereunder unless the General Partner (in its capacity as the
general partner of the Borrower and as the Guarantor) and the Borrower have
furnished to the Administrative Agent, with sufficient copies for the Lenders,
the following:

                  (i)      The duly executed originals of the Loan Documents,
         including the Notes, payable to the order of each of the Lenders, the
         Guaranty, and this Agreement;

                  (ii)     Copies of the certificate of limited partnership of
         the Borrower, together with all amendments, and a certificate of good
         standing or partnership qualification (if issued), both certified by
         the appropriate governmental officer of the State of Tennessee, and
         foreign qualification certificates, certified by the appropriate
         governmental officer, for each jurisdiction where the failure to so
         qualify or be licensed (if required) would have a Material Adverse
         Effect;

                  (iii)    Copies, certified by an officer of the General
         Partner of the Borrower, of its Partnership Agreement, together with
         all amendments;

                  (iv)     Copies of the formation and organizational documents
         of the Trust, together with all amendments, and a certificate of good
         standing, both certified by the appropriate governmental officer of the
         State of Maryland, and foreign qualification certificates, including,
         but not limited to, a Certificate of Trust filed with the Secretary of
         State of Maryland, certified by the appropriate governmental officer,
         for each jurisdiction where the failure to so qualify or be licensed
         (if required) would have a Material Adverse Effect;

                  (v)      An incumbency certificate, executed by an officer of
         the General Partner, which shall identify by name and title and bear
         the signature of the Persons authorized to sign the Loan Documents and
         to make borrowings hereunder on behalf of the Borrower,


                                     - 33 -
<PAGE>   40

         upon which certificate the Administrative Agent and the Lenders shall
         be entitled to rely until informed of any change in writing by the
         Borrower;

                  (vi)     Copies of the articles of incorporation of the
         General Partner, together with all amendments, and a certificate of
         good standing, both certified by the appropriate governmental officer
         of the State of Tennessee, and foreign qualification certificates,
         certified by the appropriate governmental officer, for each
         jurisdiction where the failure to so qualify or be licensed (if
         required) would have a Material Adverse Effect;

                  (vii)    Copies, certified by the Secretary or Assistant
         Secretary of the General Partner, of its by-laws, together with all
         amendments, and of its Board of Directors' resolutions (and resolutions
         of other bodies, if any are deemed necessary by counsel for any Lender)
         authorizing the borrowing provided for herein and the execution,
         delivery and performance of the Loan Documents by the General Partner
         to be executed and delivered by it hereunder on behalf of itself and
         the Borrower and of the Guaranty by the General Partner and Trust in
         their capacity as the Guarantors;

                  (viii)   An incumbency certificate, executed by the Secretary
         or Assistant Secretary of the General Partner and Trust, respectively,
         which shall identify by name and title and bear the signature of the
         officers of the General Partner and Trust authorized to sign this
         Agreement and the Guaranty;

                  (ix)     A written opinion of the Borrower, General Partner
         and Trust's in-house general counsel, addressed to the Lenders in
         substantially the form of Exhibit "D" hereto;

                  (x)      A certificate, signed by an officer of the General
         Partner of the Borrower, stating that on the initial Borrowing Date no
         Default or Unmatured Default has occurred and is continuing and that
         all representations and warranties of the Borrower and the General
         Partner are true and correct as of the initial Borrowing Date;

                  (xi)     The most recent financial statements of the General
         Partner and the Borrower and a certificate from an officer of the
         General Partner that no material adverse change in the Borrower's or
         General Partner's financial condition has occurred since the date of
         such statements;

                  (xii)    UCC financing statement, judgment, and tax lien
         searches with respect to the Borrower, General Partner and the Trust
         from Maryland and Tennessee;

                  (xiii)   Written money transfer instructions, in substantially
         the form of Exhibit "G" hereto, addressed to the Administrative Agent
         and signed by an Authorized Officer, together with such other related
         money transfer authorizations as the Administrative Agent may have
         reasonably requested;

                  (xiv)    Such other documents as any Lender or its counsel may
         have reasonably requested, the form and substance of which documents
         shall be acceptable to the parties and their respective counsel.


                                     - 34 -
<PAGE>   41

         4.2.     Each Advance. The Lenders shall not be required to make any
Advance (other than an Advance that, after giving effect thereto and to the
application of the proceeds thereof, does not increase the aggregate amount of
outstanding Advances), unless on the applicable Borrowing Date:

                  (i)      There exists no Default or Unmatured Default.

                  (ii)     The representations and warranties contained in
         Article V and Article VI are true and correct as of such Borrowing Date
         except to the extent any such representation or warranty is stated to
         relate solely to an earlier date, in which case such representation or
         warranty shall be true and correct on and as of such earlier date.

                  (iii)    All legal matters incident to the making of such
         Advance shall be satisfactory to the Lenders and their counsel.

         Each Borrowing Notice with respect to each such Advance shall
constitute a representation and warranty by the General Partner and the Borrower
that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
Any Lender may require a duly completed compliance certificate in substantially
the form of Exhibit E hereto as a condition to making an Advance.

                                   ARTICLE V

                    BORROWER'S REPRESENTATIONS AND WARRANTIES

         The Borrower represents and warrants to the Lenders that:

         5.1.     Existence. Borrower is a limited partnership duly organized
and validly existing under the laws of the State of Tennessee, with its
principal place of business in Memphis, Tennessee, and is duly qualified as a
foreign partnership, properly licensed (if required), and has all requisite
authority to conduct its business in each of the jurisdictions listed on
Schedule 1, which are the only jurisdictions in which the failure to so qualify
would have a Material Adverse Effect upon the Borrower. The Borrower's
Subsidiaries are corporations, limited partnerships or limited liability
companies duly organized and validly existing under the laws of the state of
their jurisdiction, and are duly qualified as a foreign
corporations/partnerships limited liability companies, properly licensed (if
required), in good standing and have all requisite authority to conduct their
businesses in each jurisdiction in which the failure to so qualify would have a
Material Adverse Effect.

         5.2.     Authorization and Validity. The Borrower has the power and
authority and legal right to execute and deliver the Loan Documents and to
perform its obligations thereunder. The execution and delivery by the Borrower
of the Loan Documents to which it is a party and the performance of its
obligations thereunder have been duly authorized by proper proceedings, and such
Loan Documents constitute legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their terms, except as
enforceability may be


                                     - 35 -
<PAGE>   42

limited by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

         5.3.     No Conflict; Government Consent. Neither the execution and
delivery by the Borrower of the Loan Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof
will violate any law, rule, regulation, order, writ, judgment, injunction,
decree or award binding on the Borrower or any of its Subsidiaries or the
Borrower's or any Subsidiary's articles of incorporation or
organization/certificates of limited partnership, or by-laws/partnership
agreements/limited liability company agreements, or the provisions of any
indenture, instrument or agreement to which the Borrower or any of its
Subsidiaries is a party or is subject, or by which the Borrower or any of its
Subsidiaries or their respective Property, is bound, or conflict with or
constitute a default thereunder, or result in the creation or imposition of any
Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the
terms of any such indenture, instrument or agreement. No order, consent,
approval, license, authorization, or validation of, or filing, recording or
registration with, or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required
in connection with the execution, delivery and performance of, or the legality,
validity, binding effect or enforceability of, any of the Loan Documents.

         5.4.     Material Adverse Change. Since December 31, 2000, there has
been no change in the business, Property, business prospects, condition
(financial or otherwise) or results of operations of the Borrower or its
Subsidiaries which is reasonably likely to have a Material Adverse Effect.

         5.5.     Taxes. The Borrower and its Subsidiaries have filed or caused
to be filed all United States federal tax returns and all other tax returns
which are required to be filed and have paid all taxes due pursuant to said
returns or pursuant to any assessment received by the Borrower or any of its
Subsidiaries, except such taxes, if any, as are being contested in good faith
and as to which adequate reserves have been provided. No tax liens have been
filed and no claims are being asserted with respect to any such taxes. The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries
in respect of any taxes or other governmental charges are adequate.

         5.6.     Litigation and Guarantee Obligations. Except as set forth in
Schedule 4, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which if
adversely determined is reasonably likely to have a Material Adverse Effect. The
Borrower has no material contingent obligations not provided for or disclosed in
the financial statements referred to in Section 6.4.

         5.7.     Subsidiaries. Schedule 2 hereto contains an accurate list of
all of the presently existing Subsidiaries of the Borrower, setting forth, if
such Subsidiaries are corporations, their respective jurisdictions of
incorporation and the percentage of their respective Capital Stock owned by the
Borrower or other Subsidiaries and, if such Subsidiaries are not corporations,
similar appropriate information for such Subsidiaries. All of the issued and
outstanding shares of


                                     - 36 -
<PAGE>   43

Capital Stock of such corporate Subsidiaries have been duly authorized and
issued and are fully paid and non-assessable.

         5.8.     ERISA. The Unfunded Liabilities of all Single Employer Plans
do not in the aggregate exceed $100,000. Neither the Borrower nor any other
member of the Controlled Group has incurred, or is reasonably expected to incur,
any withdrawal liability to Multiemployer Plans in excess of $100,000 in the
aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the Borrower nor any other members of the
Controlled Group has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan.

         5.9.     Accuracy of Information. No information, exhibit or report
furnished by the Borrower or any of its Subsidiaries to the Administrative Agent
or to any Lender in connection with the negotiation of, or compliance with, the
Loan Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

         5.10.    Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge, or other restriction
hereunder.

         5.11.    Material Agreements. Neither the Borrower nor any Subsidiary
is a party to any agreement or instrument or subject to any charter or other
corporate restriction which could have a Material Adverse Effect. Neither the
Borrower nor any Subsidiary is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in (i)
any agreement to which it is a party, which default is reasonably likely to have
a Material Adverse Effect or (ii) any agreement or instrument evidencing or
governing Indebtedness.

         5.12.    Compliance With Laws. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property. Neither the Borrower
nor any Subsidiary has received any notice to the effect that its operations are
not in material compliance with any of the requirements of applicable federal,
state and local environmental, health and safety statutes and regulations or the
subject of any federal or state investigation evaluating whether any remedial
action is needed to respond to a release of any toxic or hazardous waste or
substance into the environment, which non-compliance or remedial action could
have a Material Adverse Effect.

         5.13.    Ownership of Properties. Except as set forth on Schedule 3
hereto, on the date of this Agreement, the Borrower and its Subsidiaries will
have good title, free of all Liens other than those permitted by Section 8.17,
to all of the Property and assets reflected in the financial statements as owned
by it.


                                     - 37 -
<PAGE>   44

         5.14.    Investment Company Act. Neither the Borrower nor any
Subsidiary thereof is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         5.15.    Public Utility Holding Company Act. Neither the Borrower nor
any Subsidiary is a "holding company" or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a "subsidiary company"
of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

         5.16.    Solvency. (i) Immediately after the Closing Date and
immediately following the making of each Loan and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
the Borrower and its Subsidiaries on a consolidated basis, at a fair valuation,
will exceed the debts and liabilities, subordinated, contingent or otherwise, of
the Borrower and its Subsidiaries on a consolidated basis; (b) the present fair
saleable value of the property of the Borrower and its Subsidiaries on a
consolidated basis will be greater than the amount that will be required to pay
the probable liability of the Borrower and its Subsidiaries on a consolidated
basis on their debts and other liabilities, subordinated, contingent or
otherwise, as such debts and other liabilities become absolute and matured; (c)
the Borrower and its Subsidiaries on a consolidated basis will be able to pay
their debts and liabilities, subordinated, contingent or otherwise, as such
debts and liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

         (ii)     The Borrower does not intend to, does not intend to permit any
of its Subsidiaries to, and does not believe that it or any of its Subsidiaries
will, incur debts beyond its ability to pay such debts as they mature, taking
into account the timing of and amounts of cash to be received by it or any such
Subsidiary and the timing of the amounts of cash to be payable on or in respect
of its Indebtedness or the Indebtedness of any such Subsidiary.

         5.17.    Insurance. The Borrower and each of its Subsidiaries carries
insurance on its Property, including its Storage Properties, with insurance
companies having Best ratings of A-VII or better in such amounts, with such
deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar Property in localities where
the Borrower operates, including, without limitation:

                  (i)      Property and casualty insurance (including coverage
         for flood and other water damage for any Storage Properties located
         within a 100-year flood plain) in the amount of the replacement cost of
         the improvements at the Storage Properties;

                  (ii)     Loss of rental income insurance in the amount not
         less than one year's gross revenues from the Properties; and

                  (iii)    Comprehensive general liability insurance in the
         amount of $5,000,000 per occurrence.


                                     - 38 -
<PAGE>   45

                                   ARTICLE VI

                GENERAL PARTNER'S REPRESENTATIONS AND WARRANTIES

         The General Partner represents and warrants to the Lenders that:

         6.1.     Corporate Existence and Standing. The General Partner is a
corporation duly incorporated, validly existing and in good standing under the
laws of its jurisdiction of incorporation and has all requisite authority to
conduct its business in each jurisdiction in which the failure to qualify would
have a Material Adverse Effect.

         6.2.     Authorization and Validity. The General Partner has the
corporate power and authority and legal right to execute and deliver the Loan
Documents to which it is a party (including the Guaranty in its capacity as
Guarantor) and to perform its obligations thereunder. The execution and delivery
by the General Partner of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by proper
corporate proceedings, and such Loan Documents constitute legal, valid and
binding obligations of the General Partner enforceable against the General
Partner in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally.

         6.3.     No Conflict; Government Consent. Neither the execution and
delivery by the General Partner of the Loan Documents, to which it is a party
nor the consummation of the transactions therein contemplated, nor compliance
with the provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the General Partner or any of
its Subsidiaries or the General Partner's or any Subsidiary's articles of
incorporation/certificates of limited partnership or by-laws/partnership
agreements or the provisions of any indenture, instrument or agreement to which
the General Partner or any of its Subsidiaries is a party or is subject, or by
which the General Partner's or any of its Subsidiaries' Property, is bound, or
conflict with or constitute a default thereunder, or result in the creation or
imposition of any Lien in, of or on the Property of the General Partner or a
Subsidiary pursuant to the terms of any such indenture, instrument or agreement.
No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any governmental or
public body or authority, or any subdivision thereof, is required to authorize,
or is required in connection with the execution, delivery and performance of, or
the legality, validity, binding effect or enforceability of, any of the Loan
Documents to which the General Partner is a party.

         6.4.     Financial Statements. The December 31, 2000 consolidated
financial statements and related reports of the General Partner and its
Subsidiaries heretofore delivered to the Lenders were prepared in accordance
with generally accepted accounting principles in effect on the date such
statements were prepared and fairly present the consolidated financial condition
and operations of the General Partner and its Subsidiaries at such date and the
consolidated results of their operations for the period then ended.


                                     - 39 -
<PAGE>   46

         6.5.     Material Adverse Change. Since December 31, 2000, there has
been no change in the business, Property, business prospects, condition
(financial or otherwise) or results of operations of the General Partner and its
Subsidiaries which is reasonably likely to have a Material Adverse Effect.

         6.6.     Taxes. The General Partner and its Subsidiaries have filed or
caused to be filed all United States federal tax returns and all other tax
returns which are required to be filed and have paid all taxes due pursuant to
said returns or pursuant to any assessment received by the General Partner or
any of its Subsidiaries, except such taxes, if any, as are being contested in
good faith and as to which adequate reserves have been provided. No tax liens
have been filed and no claims are being asserted with respect to any such taxes.
The charges, accruals and reserves on the books of the General Partner and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

         6.7.     Litigation and Guarantee Obligations. Except as set forth in
Schedule 4, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the General Partner or any of its Subsidiaries
which if adversely determined is reasonably likely to have a Material Adverse
Effect. The General Partner has no material contingent obligations not provided
for or disclosed in the financial statements referred to in Section 6.4.

         6.8.     Subsidiaries. Schedule 2 hereto contains an accurate list of
all of the presently existing Subsidiaries of the General Partner, setting
forth, if such Subsidiaries are corporations, their respective jurisdictions of
incorporation and the percentage of their respective Capital Stock owned by the
General Partner or other Subsidiaries and, if such Subsidiaries are not
corporations, similar appropriate information for such Subsidiaries. All of the
issued and outstanding shares of Capital Stock of such corporate Subsidiaries
have been duly authorized and issued and are fully paid and non-assessable.

         6.9.     ERISA. The Unfunded Liabilities of all Single Employer Plans
do not in the aggregate exceed $100,000. Neither the General Partner nor any
other member of the Controlled Group has incurred, or is reasonably expected to
incur, any withdrawal liability to Multiemployer Plans in excess of $100,000 in
the aggregate. Each Plan complies in all material respects with all applicable
requirements of law and regulations, no Reportable Event has occurred with
respect to any Plan, neither the General Partner nor any other members of the
Controlled Group has withdrawn from any Plan or initiated steps to do so, and no
steps have been taken to reorganize or terminate any Plan.

         6.10.    Accuracy of Information. No information, exhibit or report
furnished by the General Partner or any of its Subsidiaries to the
Administrative Agent or to any Lender in connection with the negotiation of, or
compliance with, the Loan Documents contained any material misstatement of fact
or omitted to state a material fact or any fact necessary to make the statements
contained therein not misleading.


                                     - 40 -
<PAGE>   47

         6.11.    Regulation U. Margin stock (as defined in Regulation U)
constitutes less than 25% of those assets of the General Partner and its
Subsidiaries which are subject to any limitation on sale, pledge, or other
restriction hereunder.

         6.12.    Material Agreements. Neither the General Partner nor any
Subsidiary is a party to any agreement or instrument or subject to any charter
or other corporate restriction which could have a Material Adverse Effect.
Neither the General Partner nor any Subsidiary is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in (i) any agreement to which it is a party, which default is
reasonably likely to have a Material Adverse Effect or (ii) any agreement or
instrument evidencing or governing Indebtedness.

         6.13.    Compliance With Laws. The General Partner and its Subsidiaries
have complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof, having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property. Neither the General
Partner nor any Subsidiary has received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable federal, state and local environmental, health and safety statutes
and regulations or the subject of any federal or state investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action could have a Material Adverse Effect.

         6.14.    Ownership of Properties. Except as set forth on Schedule 3
hereto, on the date of this Agreement, the General Partner and its Subsidiaries
will have good title, free of all Liens other than those permitted by Section
8.17, to all of the Property and assets reflected in the financial statements as
owned by it.

         6.15.    Investment Company Act. Neither the General Partner nor any
Subsidiary thereof is an "investment company" or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

         6.16.    Public Utility Holding Company Act. Neither the General
Partner nor any Subsidiary is a "holding company" or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

         6.17.    Insurance. The General Partner and each of its Subsidiaries,
carries insurance on its Property, including its Storage Properties, with
insurance companies having Best ratings of A-VII or better in such amounts, with
such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar Property in localities where
the General Partner operates, including, without limitation:

                  (i)      Property and casualty insurance (including coverage
         for flood and other water damage for any Storage Properties located
         within a 100-year flood plain) in the amount of the replacement cost of
         the improvements at the Storage Properties;


                                     - 41 -
<PAGE>   48

                  (ii)     Loss of rental income insurance in the amount not
         less than one year's gross revenues from the Properties; and

                  (iii)    Comprehensive general liability insurance in the
         amount of $5,000,000 per occurrence.

         6.18.    Solvency. (i) Immediately after the Closing Date and
immediately following the making of each Loan and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
the General Partner and its Subsidiaries on a consolidated basis, at a fair
valuation, will exceed the debts and liabilities, subordinated, contingent or
otherwise, of the General Partner and its Subsidiaries on a consolidated basis;
(b) the present fair saleable value of the property of the General Partner and
its Subsidiaries on a consolidated basis will be greater than the amount that
will be required to pay the probable liability of the General Partner and its
Subsidiaries on a consolidated basis on their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities
become absolute and matured; (c) the General Partner and its Subsidiaries on a
consolidated basis will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (d) the General Partner and its Subsidiaries on a
consolidated basis will not have unreasonably small capital with which to
conduct the businesses in which they are engaged as such businesses are now
conducted and are proposed to be conducted after the date hereof.

         (ii)     The General Partner does not intend to, does not intend to
permit any of its Subsidiaries to, and does not believe that it or any of its
Subsidiaries will, incur debts beyond its ability to pay such debts as they
mature, taking into account the timing of and amounts of cash to be received by
it or any such Subsidiary and the timing of the amounts of cash to be payable on
or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

         6.19.    REIT Status. The General Partner's common stock is listed on
the New York Stock Exchange and the General Partner is qualified and will at all
times maintain its qualification as a real estate investment trust and comply
with all applicable provisions of the Code.

                                  ARTICLE VII

                     TRUST'S REPRESENTATIONS AND WARRANTIES

         The Trust represents and warrants to the Lender that:

         7.1.     Corporate Existence and Standing. The Trust is a Maryland
business trust, duly organized, validly existing and in good standing under the
laws of the State of Maryland and has all requisite authority to conduct its
business in each jurisdiction in which the failure to qualify would have a
Material Adverse Effect.

         7.2.     Authorization and Validity. The Trust has the organizational
power and authority and legal right to execute and deliver the Loan Documents to
which it is a party, including without limitation the Guaranty, and to perform
its obligations thereunder. The execution and


                                     - 42 -
<PAGE>   49

delivery by the Trust of the Loan Documents to which it is a party and the
performance of its obligations thereunder have been duly authorized by the
trustees thereof, and such Loan Documents constitute legal, valid and binding
obligations of the Trust enforceable against the Trust in accordance with their
terms, except as enforceability may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally.

         7.3.     No Conflict; Government Consent. Neither the execution and
delivery by the Trust of the Loan Documents to which it is a party nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Trust or the Trust's
organizational documents or the provisions of any indenture, instrument or
agreement to which the Trust is a party or is subject, or by which the Trust's
Property is bound, or conflict with or constitute a default thereunder, or
result in the creation or imposition of any Lien in, of or on the Property of
the Trust pursuant to the terms of any such indenture, instrument or agreement.
No order, consent, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, any governmental or
public body or authority, or any subdivision thereof, is required to authorize,
or is required in connection with the execution, delivery and performance of, or
the legality, validity, binding effect or enforceability of, any of the Loan
Documents to which the Trust is a party.

                                  ARTICLE VIII

                                    COVENANTS

         During the term of this Agreement, unless the Required Lenders shall
otherwise consent in writing:

         8.1.     Financial Reporting. The General Partner and the Borrower will
maintain, for themselves and each Subsidiary, a system of accounting established
and administered in accordance with GAAP, and furnish to the Administrative
Agent:

                  (i)      Within 45 days after the close of each fiscal
         quarter, for the General Partner consolidated with its Subsidiaries, an
         unaudited balance sheet as of the close of each such period, a
         statement of operations and reconciliation of stockholders equity and a
         statement of cash flows for the period from the beginning of the fiscal
         year to the end of such quarter, all certified by the General Partner's
         chief financial officer or chief accounting officer;

                  (ii)     Within 90 days after the close of each of its fiscal
         years, an unqualified audit report certified by independent certified
         public accountants acceptable to Lenders, prepared in accordance with
         GAAP for the General Partner and its Subsidiaries, including a
         consolidated balance sheet, related statements of income and retained
         earnings and statements of cash flows for such year.

                  (iii)    Together with the financial statements required
         hereunder, a compliance certificate in substantially the form of
         Exhibit E hereto signed by the General Partner's


                                     - 43 -
<PAGE>   50

         chief financial officer or chief accounting officer showing the
         calculations necessary to determine compliance with this Agreement and
         stating that no Default or Unmatured Default exists, or if any Default
         or Unmatured Default exists, stating the nature and status thereof;

                  (iv)     Within 45 days after the close of each fiscal
         quarter, for themselves and their Subsidiaries, related reports in form
         and substance satisfactory to the Lenders, all certified by the
         entity's chief financial officer or chief accounting officer, including
         a statement of Funds From Operations, listing of capital expenditures,
         report of newly acquired Properties, including their net operating
         income, cost and mortgage debt, if any, and summary Property
         information and other information as may be reasonably requested;

                  (v)      As soon as possible and in any event within 10 days
         after the Borrower knows that any Reportable Event has occurred with
         respect to any Plan, a statement, signed by the chief financial officer
         of the Borrower, describing said Reportable Event and the action which
         the Borrower proposes to take with respect thereto;

                  (vi)     As soon as possible and in any event within 10 days
         after receipt by the Borrower, a copy of (a) any notice or claim to the
         effect that the Borrower or any of its Subsidiaries is or may be liable
         to any Person as a result of the release by the Borrower, any of its
         Subsidiaries, or any other Person of any toxic or hazardous waste or
         substance into the environment, and (b) any notice alleging any
         violation of any federal, state or local environmental, health or
         safety law or regulation by the Borrower or any of its Subsidiaries,
         which, in either case, is reasonably likely to have a Material Adverse
         Effect;

                  (vii)    Promptly upon the furnishing thereof to the
         shareholders of the General Partner or the holder of the partnership
         interests in the Borrower, copies of all financial statements, reports
         and proxy statements or other information so furnished;

                  (viii)   Promptly upon the filing thereof, copies of all
         registration statements and annual, quarterly, monthly or other reports
         and any other public information which the General Partner, the
         Borrower or any of their Subsidiaries files with the Securities and
         Exchange Commission;

                  (ix)     Within 45 days after the close of each fiscal
         quarter, information regarding the available sources (including debt,
         equity, purchase commitments and any other source) to fund costs to
         complete development and franchise commitments and sufficient detail
         shall be provided regarding the time periods of expected availability
         of each funding source and the time period when such funds will be
         required as required by the form of Compliance Certificate attached as
         Exhibit E; and

                  (x)      Such other information (including, without
         limitation, financial statements for the Borrower and non-financial
         information) as the Administrative Agent may from time to time
         reasonably request.


                                     - 44 -
<PAGE>   51

         8.2.     Use of Proceeds. The General Partner and the Borrower will,
and will cause each of their Subsidiaries to, use the proceeds of the Advances
for the general business purposes, in accordance with Section 8.4, of the
Borrower, including working capital needs and interim financing for property
acquisitions, and to repay outstanding Advances. The Borrower will not, nor will
it permit any Subsidiary to, use any of the proceeds of the Advances to purchase
or carry any "margin stock" (as defined in Regulation U) or to make any
Acquisition other than a Permitted Acquisition.

         8.3.     Notice of Default. The General Partner and the Borrower will,
and will cause each of their Subsidiaries to, give prompt notice in writing to
the Lenders of the occurrence of any Default or Unmatured Default and of any
other development, financial or otherwise, which is reasonably likely to have a
Material Adverse Effect.

         8.4.     Conduct of Business. The General Partner and the Borrower
will, and will cause each of their Subsidiaries to, do all things necessary to
remain duly incorporated or duly qualified as a limited partnership (as
applicable), validly existing and in good standing as a domestic corporation or
limited partnership in its jurisdiction of incorporation/formation and maintain
all requisite authority to conduct its business in each jurisdiction in which
its business is conducted and to carry on and conduct their businesses in
substantially the same manner as they are presently conducted and, specifically,
neither the Borrower, the General Partner nor their respective Subsidiaries may
undertake any business other than the acquisition, development, franchising,
ownership, management, operation, and disposition of Storage Properties, and
ancillary businesses reasonably related to Storage Properties. The Borrower,
General Partner and such Subsidiaries may manage Storage Properties for third
party accounts, provided that if cash flow from such third party management
exceeds 15% of the annual Consolidated Cash Flow, such excess amount shall be
excluded for purposes of determining compliance with the financial covenants set
forth in this Agreement.

         8.5.     Taxes. The General Partner and the Borrower will, and will
cause each of their Subsidiaries to, pay when due all taxes, assessments and
governmental charges and levies upon them of their income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside.

         8.6.     Insurance. The General Partner and the Borrower will, and will
cause each of their Subsidiaries to, maintain with insurance companies having
Best ratings of A-VII or better insurance on all their Property in such amounts
and covering such risks as is consistent with sound business practice, and the
requirements of Section 5.17 and 6.17 hereof, and the Borrower will furnish to
any Lender upon request full information as to the insurance carried.

         8.7.     Compliance with Laws. The General Partner and the Borrower
will, and will cause each of their Subsidiaries to, comply with all laws, rules,
regulations, orders, writs, judgments, injunctions, decrees or awards to which
they may be subject unless the compliance with such laws, rules, regulations,
orders, writs, judgements, injunctions, decrees or awards is being diligently
contested in good faith and by appropriate proceedings, provided that such
action is not reasonably likely to result in a Material Adverse Effect.


                                     - 45 -
<PAGE>   52

         8.8.     Maintenance of Properties. The General Partner and the
Borrower will, and will cause each of their Subsidiaries to, do all things
necessary to maintain, preserve, protect and keep its Property in good repair,
working order and condition, and make all necessary and proper repairs, renewals
and replacements so that their businesses carried on in connection therewith may
be properly conducted at all times.

         8.9.     Inspection. The General Partner and the Borrower will, and
will cause each of their Subsidiaries to, permit the Administrative Agent, to
inspect any of the Property, corporate books and financial records of the
General Partner, the Borrower and each of their Subsidiaries, to examine and
make copies of the books of accounts and other financial records of the General
Partner, the Borrower and each of their Subsidiaries, and to discuss the
affairs, finances and accounts of the General Partner, the Borrower and each of
their Subsidiaries, and to be advised as to the same by the Administrative Agent
at such reasonable times and intervals as the Lenders may designate.

         8.10.    Maintenance of Status. The General Partner shall at all times
(i) maintain the listing of its common stock on the New York Stock Exchange, and
(ii) maintain its status as a real estate investment trust in compliance with
all applicable provisions of the Code.

         8.11.    Dividends. The General Partner will not, nor will it permit
any Subsidiary to, declare or pay any dividends on its Capital Stock if, in any
period of four fiscal quarters, such dividends, in the aggregate, would exceed
90% of the General Partner's Funds From Operations for such period, provided,
however, that unless a Default has occurred under Section 9.2, the General
Partner shall be permitted at all times to distribute whatever amount is
necessary to maintain its tax status as a real estate investment trust.

         8.12.    Merger. The General Partner and the Borrower will not, nor
will they permit any of their Subsidiaries to, enter into any merger,
consolidation, reorganization or liquidation or transfer or otherwise dispose of
all or a Substantial Portion of their Properties, except for such transactions
that occur between Wholly-Owned Subsidiaries or as otherwise approved in advance
by the Lenders, provided, however, that mergers shall be permitted as a means
for the Borrower or the General Partner or a Subsidiary to acquire additional
Storage Properties or ancillary businesses reasonably related to Storage
Properties so long as such merger is not accomplished through a hostile takeover
and the Borrower is the surviving entity.

         8.13.    General Partner's Ownership and Control of Borrower. At all
times during the entire term of this Agreement (i) the General Partner shall be
the sole beneficial owner of the Trust, (ii) the Trust shall not incur any
indebtedness, (iii) the Trust shall not suffer or permit to exist any Liens
against its Property, and (iv) the Trust shall not own any Property other than
its interest in the Borrower and (v) the General Partner and the Trust shall
maintain a minimum 75% ownership interest and control of the Borrower. The
General Partner will not allow or suffer to exist any pledge, other encumbrance
or the conversion to limited partnership interests of any of the general
partnership interests or in the Borrower without the prior written consent of
the Lenders.


                                      -46-
<PAGE>   53

         8.14.    Sale of Accounts. The General Partner and the Borrower will
not, nor will they permit any of their Subsidiaries to, sell or otherwise
dispose of any notes receivable or accounts receivable, with or without
recourse, except for sales in the ordinary course of business (including sales
of receivables from a Property in connection with the disposition of such
Property) and sales of notes receivable in connection with franchise loans made
to franchisees.

         8.15.    Sale and Leaseback. The General Partner and the Borrower will
not, nor will they permit any of their Subsidiaries to, sell or transfer any of
its Property in order to concurrently or subsequently lease as lessee such or
similar Property.

         8.16.    Acquisitions and Investments. The General Partner and the
Borrower will not, nor will they permit any of their Subsidiaries to:

                  (i)      make any Acquisition, except for (a) mergers
         permitted pursuant to Section 8.12 and (b) other Acquisitions of
         additional Storage Properties or ancillary businesses reasonably
         related to Storage Properties not otherwise prohibited by this Section
         8.16;

                  (ii)     make any acquisition of any single additional Storage
         Property if the cost of such property would be more than $20,000,000
         unless Borrower has obtained the prior written consent of the Required
         Lenders;

                  (iii)    make any investments in, or loans or advances to, any
         unconsolidated Person to the extent such investments, loans and
         advances in the aggregate would exceed on a consolidated basis fifteen
         percent (15%) of Total Asset Value;

                  (iv)     make any investments (either by ownership or loans)
         in a Property that is not a Storage Property or in vacant land not
         under development that would exceed for both of such categories of
         assets, seven and one-half percent (7.5%) of Total Asset Value; or

                  (v)      make investments in Assets Under Development greater
         than 15% of Total Asset Value.

Acquisitions permitted pursuant to this Section 8.16 shall be deemed to be
"Permitted Acquisitions".

         8.17.    Liens. The General Partner and the Borrower will not, nor will
they permit any of their Subsidiaries to, create, incur, or suffer to exist any
Lien in, of or on the Property of the Borrower or any of its Subsidiaries in an
aggregate consolidated amount greater than $50,000, except for:

                  (i)      Liens for taxes, assessments or governmental charges
         or levies on its Property if the same shall not at the time be
         delinquent or thereafter can be paid without penalty, or are being
         contested in good faith and by appropriate proceedings and for which
         adequate reserves shall have been set aside on its books;


                                      -47-
<PAGE>   54

                  (ii)     Liens imposed by law, such as carriers',
         warehousemen's and mechanics' liens and other similar liens arising in
         the ordinary course of business which secure payment of obligations not
         more than 60 days past due or which are being contested in good faith
         by appropriate proceedings and for which adequate reserves shall have
         been set aside on its books;

                  (iii)    Liens arising out of pledges or deposits under
         worker's compensation laws, unemployment insurance, old age pensions,
         or other social security or retirement benefits, or similar
         legislation;

                  (iv)     Utility easements, building restrictions and such
         other encumbrances or charges against real property as are of a nature
         generally existing with respect to properties of a similar character
         and which do not in any material way affect the marketability of the
         same or interfere with the use thereof in the business of the General
         Partner, the Borrower or their Subsidiaries;

                  (v)      Liens existing on the date hereof and described in
         Schedule 3 hereto; and

                  (vi)     Liens arising in connection with any Indebtedness
         which does not cause a violation of Section 8.21 hereof.

Liens permitted pursuant to this Section 8.17 shall be deemed to be "Permitted
Liens".

         8.18.    Affiliates. The General Partner and the Borrower will not, nor
will they permit any of their Subsidiaries to, enter into any transaction
(including, without limitation, the purchase or sale of any Property or service)
with, or make any payment or transfer to, any Affiliate except pursuant to the
reasonable requirements of the General Partner's, the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the General Partner, the Borrower or such Subsidiary than the General Partner,
the Borrower or such Subsidiary would obtain in a comparable arms-length
transaction.

         8.19.    Current DSC Ratio. Intentionally Deleted

         8.20.    Consolidated Tangible Net Worth. The Borrower and General
Partner on a consolidated basis with their respective Subsidiaries shall
maintain a Consolidated Tangible Net Worth of not less than the sum of (i)
$850,000,000 plus (ii) fifty percent (50%) of the aggregate proceeds received by
the General Partner (net of customary related fees and expenses) in connection
with any offering of stock in the General Partner after the Closing Date.

         8.21.    Indebtedness and Cash Flow Covenants. The Borrower and General
Partner on a consolidated basis with their respective Subsidiaries shall not
permit:

                  (i)      Consolidated Total Indebtedness to exceed fifty-five
         percent (55%) of Total Asset Value at any time;


                                      -48-
<PAGE>   55

                  (ii)     Consolidated Secured Indebtedness to exceed twenty
         percent (20%) of Total Asset Value at any time;

                  (iii)    Consolidated Senior Unsecured Indebtedness to exceed
         fifty-five percent (55%) of the Value of Unencumbered Assets;

                  (iv)     Annualized Consolidated Cash Flow to be less than 2.0
         times Consolidated Fixed Charges as of the last day of any fiscal
         quarter; or

                  (v)      Annualized Unencumbered Consolidated Cash Flow to be
         less than 2.25 times Annualized Consolidated Unsecured Debt Service as
         of the last day of any fiscal quarter.

                                   ARTICLE IX

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute a Default:

         9.1.     Any representation or warranty made or deemed made by or on
behalf of the General Partner, the Borrower or any of their Subsidiaries to the
Lenders or the Administrative Agent under or in connection with this Agreement,
any Loan, or any certificate or information delivered in connection with this
Agreement or any other Loan Document shall be materially false on the date as of
which made.

         9.2.     Nonpayment of principal of any Note when due, or nonpayment of
interest upon any Note or of any commitment fee or other obligations under any
of the Loan Documents within five days after the same becomes due.

         9.3.     The breach of any of the terms or provisions of Sections 8.2
and 8.11 through 8.21.

         9.4.     The breach by the General Partner or the Borrower (other than
a breach which constitutes a Default under another Section of this Article IX)
of any of the terms or provisions of this Agreement which is not remedied within
ten Business Days after written notice from the Administrative Agent or any
Lender provided, however, that if such Default is not curable within such time
period, it shall not constitute a Default if the Borrower has commenced
appropriate actions to effect a cure within ten days and diligently proceeds
thereafter to effect a cure and cures such Default in no event later than 45
days after such written notice.

         9.5.     Failure of the General Partner, the Borrower or any of their
Subsidiaries to pay when due any recourse Indebtedness which is outstanding in
an aggregate amount of at least $10,000,000; or the default by the General
Partner, the Borrower or any of their Subsidiaries in the performance of any
term, provision or condition contained in any agreement under which such
Indebtedness was created or is governed, or any other event shall occur or
condition exist, the effect of which is to cause, or to permit the holder or
holders of such Indebtedness to cause,


                                      -49-
<PAGE>   56

such Indebtedness to become due prior to its stated maturity; or any such
Indebtedness of the General Partner, the Borrower or any of their Subsidiaries
shall be declared to be due and payable or required to be prepaid (other than by
a regularly scheduled payment) prior to the stated maturity thereof; or the
General Partner, the Borrower or any of their Subsidiaries shall not pay, or
admit in writing its inability to pay, its debts generally as they become due.

         9.6.     The General Partner, the Borrower or any of their Significant
Subsidiaries shall (i) have an order for relief entered with respect to it under
the Federal bankruptcy laws as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or insolvent, or seeking dissolution, winding up, 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 fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate
action to authorize or effect any of the foregoing actions set forth in this
Section 9.6 or (vi) fail to contest in good faith any appointment or proceeding
described in Section 9.7.

         9.7.     A receiver, trustee, examiner, liquidator or similar official
shall be appointed for the General Partner, the Borrower or any Significant
Subsidiaries or any Substantial Portion of their Property, or a proceeding
described in Section 9.6(iv) shall be instituted against the General Partner,
the Borrower or any such Subsidiary and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for a period of 60
consecutive days.

         9.8.     Any court, government or governmental agency shall condemn,
seize or otherwise appropriate, or take custody or control of (each a
"Condemnation"), all or any portion of the Property of the General Partner, the
Borrower and their Subsidiaries which, when taken together with all other
Property of the General Partner, the Borrower and their Subsidiaries so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such Condemnation occurs,
constitutes a Substantial Portion of their Property.

         9.9.     The General Partner, the Borrower or any of their Subsidiaries
shall fail within 30 days to pay, bond or otherwise discharge any judgment or
order for the payment of money in excess of $5,000,000, which is not stayed on
appeal or otherwise being appropriately contested in good faith.

         9.10.    The Unfunded Liabilities of all Single Employer Plans shall
exceed in the aggregate $200,000 or any Reportable Event shall occur in
connection with any Plan.

         9.11.    The General Partner, the Borrower or any other member of the
Controlled Group shall have been notified by the sponsor of a Multiemployer Plan
that it has incurred withdrawal liability to such Multiemployer Plan in an
amount which, when aggregated with all other amounts required to be paid to
Multiemployer Plans by the General Partner, the Borrower or any


                                      -50-
<PAGE>   57

other member of the Controlled Group as withdrawal liability (determined as of
the date of such notification), exceeds $500,000 or requires payments exceeding
$1,000,000 per annum.

         9.12.    The General Partner, the Borrower or any other member of the
Controlled Group shall have been notified by the sponsor of a Multiemployer Plan
that such Multiemployer Plan is in reorganization or is being terminated, within
the meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the General Partner, the
Borrower and the other members of the Controlled Group (taken as a whole) to all
Multiemployer Plans which are then in reorganization or being terminated have
been or will be increased over the amounts contributed to such Multiemployer
Plans for the respective plan years of each such Multiemployer Plan immediately
preceding the plan year in which the reorganization or termination occurs by an
amount exceeding $200,000.

         9.13.    Failure to remediate within the time period permitted by law
or governmental order (or within a reasonable time given the nature of the
problem if no specific time period has been given) material environmental
problems related to the Storage Properties whose aggregate book values are in
excess of $20,000,000 or where the estimated cost of remediation is in the
aggregate in excess of $100,000, in each case after all administrative and
judicial hearings and appeals have been concluded.

         9.14.    The Guaranty shall fail to remain in full force or effect or
any action shall be taken to discontinue or to assert the invalidity or
unenforceability of the Guaranty, or the Guarantor shall fail to comply with any
of the terms or provisions of the Guaranty, or the Guarantor denies that it has
any further liability under the Guaranty, or gives notice to such effect.

         9.15.    The occurrence of any default under any Loan Document or the
breach of any of the terms or provisions of any Loan Document, which default or
breach continues beyond any period of grace therein provided.

                                   ARTICLE X

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         10.1.    Acceleration. If any Default described in Section 9.6 or 9.7
occurs with respect to the Borrower, the obligations of the Lenders to make
Loans hereunder shall automatically terminate and the Obligations shall
immediately become due and payable without any election or action on the part of
the Administrative Agent or any Lender. If any other Default occurs, the
Required Lenders may terminate or suspend the obligations of the Lenders to make
Loans hereunder, or declare the Obligations to be due and payable, or both,
whereupon the Obligations shall become immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which the Borrower
hereby expressly waives.

         If, within 10 days after acceleration of the maturity of the
Obligations or termination of the obligations of the Lenders to make Loans
hereunder as a result of any Default (other than any Default as described in
Section 9.6 or 9.7 with respect to the Borrower) and before any judgment


                                      -51-
<PAGE>   58

or decree for the payment of the Obligations due shall have been obtained or
entered, the Required Lenders (in their sole discretion) shall so direct, the
Administrative Agent shall, by notice to the Borrower, rescind and annul such
acceleration and/or termination.

         10.2.    Amendments. Subject to the provisions of this Article X, the
Required Lenders (or the Administrative Agent with the consent in writing of the
Required Lenders) and the General Partner, the Trust, and the Borrower may enter
into agreements supplemental hereto for the purpose of adding or modifying any
provisions to the Loan Documents or changing in any manner the rights of the
Lenders or the General Partner, the Trust, and the Borrower hereunder or waiving
any Default hereunder; provided, however, that no such supplemental agreement
shall, without the prior written consent of each Lender affected thereby:

                  (i)      Extend the maturity of any Loan or Note or forgive
         all or any portion of the principal amount thereof, or reduce the rate
         or extend the time of payment of interest or fees thereon, or any
         amounts payable under Article III hereof.

                  (ii)     Reduce the percentage specified in the definition of
         Required Lenders.

                  (iii)    Extend the Facility Termination Date or reduce the
         amount or extend the payment date for, the mandatory payments required
         under Section 2.2 (other than as provided for under Section 2.2), or
         increase the amount of the Commitment of any Lender hereunder or the
         Aggregate Commitment, or permit the Borrower to assign its rights under
         this Agreement.

                  (iv)     Amend Section 2.17 to require less than all of the
         Lenders to approve a Fixed Rate Loan.

                  (v)      Amend Section 2.19.

                  (vi)     Amend this Section 10.2.

                  (vii)    Release the Guarantor.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent.

         10.3.    Preservation of Rights. No delay or omission of the Lenders or
the Administrative Agent to exercise any right under the Loan Documents shall
impair such right or be construed to be a waiver of any Default or an
acquiescence therein, and the making of a Loan notwithstanding the existence of
a Default or the inability of the Borrower to satisfy the conditions precedent
to such Loan shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Loan Documents
whatsoever shall be valid unless in writing signed by the Lenders required
pursuant to Section 10.2, and then only to the extent in such writing
specifically set forth. All remedies contained in the Loan Documents or by law
afforded shall be


                                      -52-
<PAGE>   59

cumulative and all shall be available to the Administrative Agent and the
Lenders until the Obligations have been paid in full.

                                   ARTICLE XI

                               GENERAL PROVISIONS

         11.1.    Survival of Representations. All representations and
warranties of the General Partner and the Borrower contained in this Agreement
shall survive delivery of the Notes and the making of the Loans herein
contemplated.

         11.2.    Governmental Regulation. Anything contained in this Agreement
to the contrary notwithstanding, no Lender shall be obligated to extend credit
to the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         11.3.    Taxes. Any taxes (excluding federal state or local income
taxes on the overall net income of any Lender) or other similar assessments or
charges made by any governmental or revenue authority in respect of the Loan
Documents shall be paid by the Borrower, together with interest and penalties,
if any.

         11.4.    Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         11.5.    Entire Agreement. The Loan Documents embody the entire
agreement and understanding among the Borrower, the Administrative Agent and the
Lenders and supersede all prior agreements and understandings among the
Borrower, the Administrative Agent and the Lenders relating to the subject
matter thereof.

         11.6.    Several Obligations; Benefits of this Agreement. The
respective obligations of the Lenders hereunder are several and not joint and no
Lender shall be the partner or agent of any other (except to the extent to which
the Administrative Agent is authorized to act as such). The failure of any
Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

         11.7.    Expenses; Indemnification. The Borrower shall reimburse the
Administrative Agent for any costs, internal charges and out-of-pocket expenses
(including, without limitation, all reasonable fees for consultants and fees and
reasonable expenses for attorneys for the Administrative Agent, which attorneys
may be employees of the Administrative Agent) paid or incurred by the
Administrative Agent in connection with the preparation, negotiation, execution,
delivery, review, amendment, modification, and administration of the Loan
Documents. The Borrower also agrees to reimburse the Administrative Agent and
the Lenders for any costs, internal charges and out-of-pocket expenses
(including, without limitation, all fees and reasonable expenses for attorneys
for the Administrative Agent and the Lenders, which attorneys


                                      -53-
<PAGE>   60

may be employees of the Administrative Agent or the Lenders) paid or incurred by
the Administrative Agent or any Lender in connection with the collection and
enforcement of the Loan Documents (including, without limitation, any workout).
The Borrower further agrees to indemnify the Administrative Agent and each
Lender, its directors, officers and employees against all losses, claims,
damages, penalties, judgments, liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor whether or not
the Administrative Agent or any Lender is a party thereto) which any of them may
pay or incur arising out of or relating to this Agreement, the other Loan
Documents, the Properties, the transactions contemplated hereby or the direct or
indirect application or proposed application of the proceeds of any Loan
hereunder, except as otherwise provided by this Section 11.7. The obligations of
the Borrower under this Section shall survive the termination of this Agreement.

         11.8.    Numbers of Documents. All statements, notices, closing
documents, and requests hereunder shall be furnished to the Administrative Agent
with sufficient counterparts so that the Administrative Agent may furnish one to
each of the Lenders.

         11.9.    Accounting. Except as provided to the contrary herein, all
accounting terms used herein shall be interpreted and all accounting
determinations hereunder shall be made in accordance with GAAP, except that any
calculation or determination which is to be made on a consolidated basis shall
be made for the General Partner and the Borrower and all their Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the General
Partner's or Borrower's official financial statements.

         11.10.   Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         11.11.   Nonliability of Lenders. The relationship between the General
Partner and the Borrower, on the one hand, and the Lenders and the
Administrative Agent, on the other, shall be solely that of borrower and lender.
Neither the Administrative Agent nor any Lender shall have any fiduciary
responsibilities to the General Partner or the Borrower. Neither the
Administrative Agent nor any Lender undertakes any responsibility to the General
Partner or the Borrower to review or inform the General Partner or the Borrower
of any matter in connection with any phase of the General Partner's or the
Borrower's business or operations.

         11.12.   CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS,
BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         11.13.   CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR
ILLINOIS STATE COURT SITTING IN CHICAGO IN ANY


                                      -54-
<PAGE>   61

ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE
BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE
AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF
ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE
ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN
A COURT IN CHICAGO, ILLINOIS.

         11.14.   WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT
AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                  ARTICLE XII

                            THE ADMINISTRATIVE AGENT

         12.1.    Appointment. Bank One, NA is hereby appointed Administrative
Agent hereunder and under each other Loan Document, and each of the Lenders
irrevocably authorizes the Administrative Agent to act as the agent of such
Lender. The Administrative Agent agrees to act as such upon the express
conditions contained in this Article XII. The Administrative Agent shall not
have a fiduciary relationship in respect of the Borrower or any Lender by reason
of this Agreement. Notwithstanding the use of the defined term "Administrative
Agent," it is expressly understood and agreed that the Administrative Agent
shall not have any fiduciary responsibilities to any Lender by reason of this
Agreement or any other Loan Document and that the Administrative Agent is merely
acting as the contractual representative of the Lenders with only those duties
as are expressly set forth in this Agreement and the other Loan Documents. In
its capacity as the Lenders' contractual representative, the Administrative
Agent (i) does not hereby assume any fiduciary duties to any of the Lenders,
(ii) is a "representative" of the Lenders within the meaning of Section 9-102 of
the Uniform Commercial Code and (iii) is acting as an independent contractor,
the rights and duties of which are limited to those expressly set forth in this
Agreement and the other Loan Documents. The Administrative Agent shall
administer this Agreement and service the Loans with the same degree of care as
Administrative Agent would use in servicing of loan of the same size and type
for its own account. Each of the Lenders hereby agrees to assert no claim
against the Administrative Agent on any agency theory or any


                                      -55-
<PAGE>   62

other theory of liability for breach of fiduciary duty, all of which claims each
Lender hereby waives.

         12.2.    Powers. The Administrative Agent shall have and may exercise
such powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

         12.3.    General Immunity. Neither the Administrative Agent nor any of
its directors, officers, agents or employees shall be liable to the Borrower,
the Lenders or any Lender for (i) any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection herewith or
therewith except for its or their own gross negligence or willful misconduct; or
(ii) any determination by the Administrative Agent that compliance with any law
or any governmental or quasi-governmental rule, regulation, order, policy,
guideline or directive (whether or not having the force of law) requires the
Advances and Commitments hereunder to be classified as being part of a "highly
leveraged transaction".

         12.4.    No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(i) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (ii) the performance or observance of any
of the covenants or agreements of any obligor under any Loan Document,
including, without limitation, any agreement by an obligor to furnish
information directly to each Lender; (iii) the satisfaction of any condition
specified in Article IV, except receipt of items required to be delivered to the
Administrative Agent; (iv) the validity, effectiveness or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; or (v) the value, sufficiency, creation, perfection or priority of
any interest in any collateral security. Except to the extent expressly required
pursuant to the terms and provisions of the Agreement the Administrative Agent
shall have no duty to disclose to the Lenders information that is not required
to be furnished by the General Partner or the Borrower to the Administrative
Agent at such time, but is voluntarily furnished by the General Partner or the
Borrower to the Administrative Agent (either in its capacity as Administrative
Agent or in its individual capacity).

         12.5.    Action on Instructions of Lenders. The Administrative Agent
shall in all cases act upon the written instructions of the Required Lenders or
all Lenders, as this Agreement may require, so long as such directions (i) are
consistent with the Lender's express obligations hereunder and (ii) in the
Administrative Agent's good faith judgment, do not expose the Administrative
Agent to any material risk or liability to the Borrowers with respect to this
Facility as a result thereof. The Administrative Agent shall be fully protected
in so acting, or in refraining from acting, hereunder and under any other Loan
Document in accordance with written instructions signed by the Required Lenders,
and such instructions and any action taken or failure to act pursuant thereto
shall be binding on all of the Lenders and on all holders of


                                      -56-
<PAGE>   63

Notes. The Administrative Agent shall be fully justified in failing or refusing
to take any action hereunder and under any other Loan Document unless it shall
first be indemnified to its satisfaction by the Lenders pro rata against any and
all liability, cost and expense that it may incur by reason of taking or
continuing to take any such action.

         12.6.    Employment of Administrative Agents and Counsel. The
Administrative Agent may execute any of its duties as Administrative Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Administrative Agent shall be entitled to advice of counsel
concerning all matters pertaining to the agency hereby created and its duties
hereunder and under any other Loan Document.

         12.7.    Reliance on Documents; Counsel. The Administrative Agent shall
be entitled to rely upon any Note, notice, consent, certificate, affidavit,
letter, telegram, statement, paper or document believed by it to be genuine and
correct and to have been signed or sent by the proper person or persons, and, in
respect to legal matters, upon the opinion of counsel selected by the
Administrative Agent, which counsel may be employees of the Administrative
Agent.

         12.8.    Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent in its
capacity as Administrative Agent only and not as Lender, ratably in proportion
to their respective Commitments (i) for any amounts not reimbursed by the
Borrower for which the Administrative Agent is entitled to reimbursement by the
Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents and (iii) for any liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the (a) gross negligence
or willful misconduct of the Administrative Agent or (b) matters particularly
related to Administrative Agent in its capacity as a Lender only and not related
Borrower or another Lender (i.e., a violation of Administrative Agent's legal
lending limit). The obligations of the Lenders under this Section 12.8 shall
survive payment of the Obligations and termination of this Agreement.

         12.9.    Rights as a Lender. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document as any Lender and may exercise the same as
though it were not the Administrative Agent, and the term "Lender" or "Lenders"
shall, at any time when the Administrative Agent is a Lender, unless the context
otherwise indicates, include the Administrative Agent in its individual
capacity. The Administrative Agent may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated


                                      -57-
<PAGE>   64

by this Agreement or any other Loan Document, with the Borrower or any of its
Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person. The Administrative Agent, in its individual
capacity, is not obligated to remain a Lender.

         12.10.   Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative 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 decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         12.11.   Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
for good cause by written notice received by the Administrative Agent from the
Required Lenders, such removal to be effective on the date specified by the
Required Lenders. If the Administrative Agent assigns or participates its total
Commitment, then Administrative Agent agrees to resign upon the request of any
Lender. Upon any such resignation or removal, the Required Lenders shall have
the right to appoint, on behalf of the Borrower and the Lenders, a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders within thirty days after notice, then the
resigning (or removed) Administrative Agent may appoint, on behalf of the
Borrower and the Lenders, a successor Administrative Agent. If the
Administrative Agent has resigned or been removed, and no successor
Administrative Agent has been appointed, the Lenders may perform all the duties
of the Administrative Agent hereunder and the Borrower shall make all payments
in respect of the Obligations to the applicable Lender and for all other
purposes shall deal directly with the Lenders. No successor Administrative Agent
shall be deemed to be appointed hereunder until such successor Administrative
Agent has accepted the appointment. Any such successor Administrative Agent
shall be a commercial bank having capital and retained earnings of at least
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the resigning Administrative Agent. Upon the
effectiveness of the resignation or removal of the Administrative Agent, the
resigning or removed Administrative Agent shall pro rate any agency fees it has
already received with the successor Administrative Agent, and the resigning or
removed Administrative Agent shall be discharged from its duties and obligations
hereunder as Administrative Agent and under the Loan Documents arising or
occurring after the effective date of such resignation. After the effectiveness
of the resignation of an Administrative Agent, the provisions of this Article
XII shall continue in effect for the benefit of such Administrative


                                      -58-
<PAGE>   65

Agent in respect of any actions taken or omitted to be taken by it while it was
acting as the Administrative Agent hereunder and under the other Loan Documents.

         12.12.   Administrative Agent's Fee. The Borrower agrees to pay to the
Administrative Agent, for its own account, the fees agreed to by the Borrower
and the Administrative Agent pursuant to that certain letter agreement dated
June 20, 2001, or as otherwise agreed from time to time.

         12.13.   Notice of Defaults. If a Lender becomes aware of a Default or
Unmatured Default, such Lender shall notify the Administrative Agent of such
fact. Upon receipt of such notice that a Default or Unmatured Default has
occurred, the Administrative Agent shall notify each of the Lenders of such
fact.

         12.14.   Requests for Approval. If the Administrative Agent requests in
writing the consent or approval of a Lender, such Lender shall respond and
either approve or disapprove definitively in writing to the Administrative Agent
within ten Business Days (or sooner if such notice specifies a shorter period,
but in no event less than five Business Days, for responses based on
Administrative Agent's good faith determination that circumstances exist
warranting its request for an earlier response) after such written request from
the Administrative Agent. If the Lender does not so respond, that Lender shall
be deemed to have approved the request. Upon request, the Administrative Agent
shall notify the Lenders which Lenders, if any, failed to respond to a request
for approval.

         12.15.   Copies of Documents. Administrative Agent shall promptly
deliver to each of the Lenders copies of all notices of default and other formal
notices sent or received and according to Section 15.1 of this Agreement.
Administrative Agent shall deliver to Lenders within 10 Business Days following
receipt, copies of all financial statements and other financial reporting
information, certificates and notices received regarding the Borrower's ratings
except to the extent such items are required to be furnished directly to the
Lenders by Borrower hereunder. Within 10 Business Days after a request by a
Lender to the Administrative Agent for other documents furnished to the
Administrative Agent by the Borrower, the Administrative Agent shall provide
copies of such documents to such Lender except where this Agreement obligates
Administrative Agent to provide copies in a shorter period of time.

         12.16.   Defaulting Lenders. At such time as a Lender becomes a
Defaulting Lender, such Defaulting Lender's right to vote on matters which are
subject to the consent or approval of the Required Lenders or all Lenders, shall
be immediately suspended until such time as the Lender is no longer a Defaulting
Lender and the calculation of Required Lenders shall be made without reference
to such Defaulting Lender's Percentage. If a Defaulting Lender has failed to
fund its Percentage of any Advance and until such time as such Defaulting Lender
subsequently funds its Percentage of such Advance, all Obligations owing to such
Defaulting Lender hereunder shall be subordinated in right of payment, as
provided in the following sentence, to the prior payment in full of all
principal of, interest on and fees relating to the Loans funded by the other
Lenders in connection with any such Advance in which the Defaulting Lender has
not funded its Percentage (such principal, interest and fees being referred to
as "Senior Loans" for the purposes of this section). All amounts paid by the
Borrower in connection with ratable Loans and otherwise due


                                      -59-
<PAGE>   66

to be applied to the Obligations owing to such Defaulting Lender pursuant to the
terms hereof shall be distributed by the Administrative Agent to the other
Lenders in accordance with their respective Percentages (recalculated for the
purposes hereof to exclude the Defaulting Lender) until all Senior Loans have
been paid in full. At that point, the "Defaulting Lender" shall no longer be
deemed a Defaulting Lender and the remainder of the Advances due to such
"Defaulting Lender" shall no longer be subordinated but shall be payable on the
same basis as payments to the other Lenders. After the Senior Loans have been
paid in full equitable adjustments will be made in connection with future
payments by the Borrower to the extent a portion of the Senior Loans had been
repaid with amounts that otherwise would have been distributed to a Defaulting
Lender but for the operation of this Section 12.16. This provision governs only
the relationship among the Administrative Agent, each Defaulting Lender and the
other Lenders; nothing hereunder shall limit the obligation of the Borrower to
repay all Loans in accordance with the terms of this Agreement. The provisions
of this Section 12.16 shall apply and be effective regardless of whether a
Default occurs and is continuing, and notwithstanding (i) any other provision of
this Agreement to the contrary, (ii) any instruction of the Borrower as to its
desired application of payments or (iii) the suspension of such Defaulting
Lender's right to vote on matters as provided above.

         12.17.   Delegation to Affiliates. The Borrower and the Lenders agree
that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles XI and XII.

         12.18.   Co-Agents, Documentation Agent, Syndication Agent, etc.
Neither any of the Lenders identified in this Agreement as a "co-agent" nor the
Documentation Agent or the Syndication Agent shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to all Lenders as such. Without limiting the foregoing, none of
such Lenders shall have or be deemed to have a fiduciary relationship with any
Lender. Each Lender hereby makes the same acknowledgments with respect to such
Lenders as it makes with respect to the Agent in Section 12.10.

                                  ARTICLE XIII

                            SETOFF; RATABLE PAYMENTS

         13.1.    Setoff. In addition to, and without limitation of, any rights
of the Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default or Unmatured Default occurs, any and all deposits
(including all account balances, whether provisional or final and whether or not
collected or available) and any other Indebtedness at any time held or owing by
any Lender to or for the credit or account of the Borrower may be offset and
applied toward the payment of the Obligations owing to such Lender, whether or
not the Obligations, or any part hereof, shall then be due. Any Lender may, by
separate agreement with


                                      -60-
<PAGE>   67

the Borrower, waive such set-off rights with respect to deposits held by such
Lender, which waiver shall be binding upon all other Lenders as to deposits held
by such Lender.

         13.2.    Ratable Payments. If any Lender, whether by setoff or
otherwise, has payment made to it upon its Loans (other than payments received
pursuant to Sections 3.1, 3.2 or 3.4) in a greater proportion than that received
by any other Lender, such Lender agrees, promptly upon demand, to purchase a
portion of the Loans held by the other Lenders so that after such purchase each
Lender will hold its ratable proportion of Loans. If any Lender, whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives collateral or other protection for its Obligations or such amounts
which may be subject to setoff, such Lender agrees, promptly upon demand, to
take such action necessary such that all Lenders share in the benefits of such
collateral ratably in proportion to their Loans. In case any such payment is
disturbed by legal process, or otherwise, appropriate further adjustments shall
be made.

                                  ARTICLE XIV

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         14.1.    Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with Section 14.3. The parties to this Agreement acknowledge that clause (ii) of
this Section 14.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, (x) any
pledge or assignment by any Lender of all or any portion of its rights under
this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a
Lender which is a fund, any pledge or assignment of all or any portion of its
rights under this Agreement and any Note to its trustee in support of its
obligations to its trustee; provided, however, that no such pledge or assignment
creating a security interest shall release the transferor Lender from its
obligations hereunder unless and until the parties thereto have complied with
the provisions of Section 14.3. The Administrative Agent may treat the Person
which made any Loan or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 14.3;
provided, however, that the Administrative Agent may in its discretion (but
shall not be required to) follow instructions from the Person which made any
Loan or which holds any Note to direct payments relating to such Loan or Note to
another Person. Any assignee of the rights to any Loan or any Note agrees by
acceptance of such assignment to be bound by all the terms and provisions of the
Loan Documents. Any request, authority or consent of any Person, who at the time
of making such request or giving such authority or consent is the owner of the
rights to any Loan (whether or not a Note has been issued in evidence thereof),
shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.


                                      -61-
<PAGE>   68

         14.2.    Participations.

                  14.2.1.  Permitted Participants; Effect. Any Lender may, in
         the ordinary course of its business and in accordance with applicable
         law, at any time sell to one or more banks or other entities
         ("Participants") participating interests in any Loan owing to such
         Lender, any Note held by such Lender, any Commitment of such Lender or
         any other interest of such Lender under the Loan Documents. In the
         event of any such sale by a Lender of participating interests to a
         Participant, such Lender's obligations under the Loan Documents shall
         remain unchanged, such Lender shall remain solely responsible to the
         other parties hereto for the performance of such obligations, such
         Lender shall remain the owner of its Loans and the holder of any Note
         issued to it in evidence thereof for all purposes under the Loan
         Documents, all amounts payable by the Borrower under this Agreement
         shall be determined as if such Lender had not sold such participating
         interests, and the Borrower and the Administrative Agent shall continue
         to deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under the Loan Documents.

                  14.2.2.  Voting Rights. Each Lender shall retain the sole
         right to approve, without the consent of any Participant, any
         amendment, modification or waiver of any provision of the Loan
         Documents other than any amendment, modification or waiver with respect
         to any Loan or Commitment in which such Participant has an interest
         which would require consent of all of the Lenders pursuant to the terms
         of Section 10.2 or of any other Loan Document.

                  14.2.3.  Benefit of Certain Provisions. The Borrower agrees
         that each Participant shall be deemed to have the right of setoff
         provided in Section 13.1 in respect of its participating interest in
         amounts owing under the Loan Documents to the same extent as if the
         amount of its participating interest were owing directly to it as a
         Lender under the Loan Documents, provided that each Lender shall retain
         the right of setoff provided in Section 13.1 with respect to the amount
         of participating interests sold to each Participant. The Lenders agree
         to share with each Participant, and each Participant, by exercising the
         right of setoff provided in Section 13.1, agrees to share with each
         Lender, any amount received pursuant to the exercise of its right of
         setoff, such amounts to be shared in accordance with Section 13.2 as if
         each Participant were a Lender. The Borrower further agrees that each
         Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4
         and 3.5 to the same extent as if it were a Lender and had acquired its
         interest by assignment pursuant to Section 14.3, provided that (i) a
         Participant shall not be entitled to receive any greater payment under
         Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
         interest to such Participant would have received had it retained such
         interest for its own account, unless the sale of such interest to such
         Participant is made with the prior written consent of the Borrower, and
         (ii) any Participant organized under the laws of any jurisdiction other
         than the United States of America or any state thereof agrees to comply
         with the provisions of Section 3.5 to the same extent as if it were a
         Lender.


                                      -62-
<PAGE>   69

         14.3.    Assignments.

                  14.3.1.  Permitted Assignments. Any Lender may, in the
         ordinary course of its business and in accordance with applicable law,
         at any time assign to one or more banks or other entities
         ("Purchasers") all or any part of its rights and obligations under the
         Loan Documents. Such assignment shall be substantially in the form of
         Exhibit F or in such other form as may be agreed to by the parties
         thereto. The consent of the Borrower and the Administrative Agent shall
         be required prior to an assignment becoming effective with respect to a
         Purchaser which is not a Lender, an Affiliate thereof, or a Qualified
         Lender (as hereinafter defined); provided, however, that if a Default
         has occurred and is continuing, the consent of the Borrower shall not
         be required. The Borrower's and Administrative Agent's consent shall
         not be unreasonably withheld or delayed. Each such assignment with
         respect to a Purchaser which is not a Lender or an Affiliate thereof
         shall (unless each of the Borrower and the Administrative Agent
         otherwise consents) be in an amount not less than the lesser of
         (i) $5,000,000 or (ii) the remaining amount of the assigning Lender's
         Commitment (calculated as at the date of such assignment) or
         outstanding Loans (if the applicable Commitment has been terminated).
         As used herein, "Qualified Lender" means an institution with assets
         over $5,000,000,000 that is generally in the business of making loans
         comparable to the Loans under this Facility and that maintains an
         office in the United States.

                  14.3.2.  Effect; Effective Date. Upon (i) delivery to the
         Administrative Agent of an assignment, together with any consents
         required by Section 14.3.1, and (ii) payment of a $3,500 fee to the
         Administrative Agent for processing such assignment (unless such fee is
         waived by the Administrative Agent), such assignment shall become
         effective on the effective date specified in such assignment. The
         assignment shall contain a representation by the Purchaser to the
         effect that none of the consideration used to make the purchase of the
         Commitment and Loans under the applicable assignment agreement
         constitutes "plan assets" as defined under ERISA and that the rights
         and interests of the Purchaser in and under the Loan Documents will not
         be "plan assets" under ERISA. On and after the effective date of such
         assignment, such Purchaser shall for all purposes be a Lender party to
         this Agreement and any other Loan Document executed by or on behalf of
         the Lenders and shall have all the rights and obligations of a Lender
         under the Loan 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 Administrative Agent shall be required to release the
         transferor Lender with respect to the percentage of the Aggregate
         Commitment and Loans assigned to such Purchaser. Upon the consummation
         of any assignment to a Purchaser pursuant to this Section 14.3.2, the
         transferor Lender, the Administrative Agent and the Borrower shall, if
         the transferor Lender or the Purchaser desires that its Loans be
         evidenced by Notes, make appropriate arrangements so that new Notes or,
         as appropriate, replacement Notes are issued to such transferor Lender
         and new Notes or, as appropriate, replacement Notes, are issued to such
         Purchaser, in each case in principal amounts reflecting their
         respective Commitments, as adjusted pursuant to such assignment.

         14.4.    Designation of Lender to Make Competitive Loans. Any Lender
(each a "Designating Lender") may at any time designate one or more Designated
Lenders to fund


                                      -63-
<PAGE>   70

Competitive Bid Loans which the Designating Lender is required to fund subject
to the terms of this Section 14.4 and the provisions in Section 14.3 shall not
apply to such designation. No Lender shall be entitled to make more than two
such designations. The parties to each such designation shall execute and
deliver to the Administrative Agent, for its acceptance, a Designation Agreement
in the form of Exhibit H. Upon its receipt of an appropriately completed
Designation Agreement executed by a Designating Lender and a Designee
representing that it is a Designated Lender, the Administrative Agent will
accept such Designation Agreement and give prompt notice thereof to the
Borrower, whereupon, from and after the effective date specified in the
Designation Agreement, the Designated Lender shall become a party to this
Agreement with a right to make Competitive Bid Loans on behalf of its
Designating Lender pursuant to Section 2.16 after the Borrower has accepted a
Competitive Bid (or a portion thereof) of the Designating Lender. Each
Designating Lender shall serve as the agent for the Designated Lender and shall
on behalf of the Designated Lender give and receive all communications and
notices and take all actions hereunder, including without limitation votes,
approvals, waivers, consents and amendments under or relating to this Agreement
or the other Loan Documents. Any such notice, communications, vote approval,
waiver, consent or amendment shall be signed by the Designating Lender as agent
for the Designated Lender and shall not be signed by the Designated Lender. The
Borrower, the Administrative Agent and the Lenders may rely thereon without any
requirement that the Designated Lender sign or acknowledge the same, and without
any specific designation that the Designating Lender is signing in an agency
capacity. The parties hereto agree not to institute or join any other person in
instituting against any Designated Lender any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, for one year and a day after the
Facility Termination Date. This Section 14.4 shall survive the termination of
this Agreement.

         14.5.    Dissemination of Information. The General Partner and the
Borrower authorize each Lender to disclose to any Participant or Purchaser or
any other Person acquiring an interest in the Loan Documents by operation of law
(each a "Transferee") and any prospective Transferee any and all information in
such Lender's possession concerning the creditworthiness of the General Partner,
the Borrower and their Subsidiaries provided that such transferees shall be
subject to an obligation to keep all non-public information confidential.

         14.6.    Tax Treatment. If any interest in any Loan Document is
transferred to any Transferee which is organized under the laws of any
jurisdiction other than the United States or any State thereof, the transferor
Lender shall cause such Transferee, concurrently with the effectiveness of such
transfer, to comply with the provisions of Section 3.5(iv).

                                   ARTICLE XV

                                     NOTICES

         15.1.    Giving Notice. Except as otherwise permitted by Section 2.16
with respect to borrowing notices, all notices and other communications provided
to any party hereto under this Agreement or any other Loan Document shall be in
writing or by telex or by facsimile and


                                      -64-
<PAGE>   71

addressed or delivered to such party at its address set forth below its
signature hereto or at such other address as may be designated by such party in
a notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid, shall be deemed given when received; any notice, if transmitted
by telex or facsimile, shall be deemed given when transmitted (answerback
confirmed in the case of telexes).

         15.2.    Change of Address. The General Partner, the Trust, the
Borrower, the Administrative Agent and any Lender may each change the address
for service of notice upon it by a notice in writing to the other parties
hereto.

                                  ARTICLE XVI

                                  COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by telex or telephone, that it has taken such action.

         IN WITNESS WHEREOF, the Borrower, the General Partner, the Trust, the
Lenders and the Administrative Agent have executed this Agreement as of the date
first above written.


                                      -65-
<PAGE>   72

                                       SUSA PARTNERSHIP L.P.

                                       By:  STORAGE USA, INC.,
                                            its General Partner



                                            By: /s/ Christopher P. Marr
                                               --------------------------------

                                            Print Name: Christopher P. Marr

                                            Title:      Chief Financial Officer

                                       c/o Storage USA, Inc.
                                       175 Toyota Plaza #700
                                       Memphis, TN 38103

                                       Attention: Christopher P. Marr
                                       Telephone: (410) 730-9500
                                       Facsimile: (410) 730-3426

                                       With a copy to:

                                       175 Toyota Plaza #700
                                       Memphis, TN  38103

                                       Attention: General Counsel
                                       Telephone: (901) 252-2000
                                       Facsimile: (901) 252-2060


                                      S-1
<PAGE>   73

                                       STORAGE USA, INC.



                                       By: /s/ Christopher P. Marr
                                          -------------------------------------

                                       Print Name: Christopher P. Marr

                                       Title:      Chief Financial Officer

                                       c/o Storage USA, Inc.
                                       175 Toyota Plaza #700
                                       Memphis, TN 38103

                                       Attention: Christopher P. Marr
                                       Telephone: (410) 730-9500
                                       Facsimile: (410) 730-3426

                                       With a copy to:

                                       175 Toyota Plaza #700
                                       Memphis, TN 38103

                                       Attention: General Counsel
                                       Telephone: (901) 252-2000
                                       Facsimile: (901) 252-2060


                                      S-2
<PAGE>   74

                                       STORAGE USA TRUST

                                       By: /s/ Christopher P. Marr
                                          -------------------------------------

                                       Print Name: Christopher P. Marr

                                       Title:      Chief Financial Officer

                                       c/o Storage USA, Inc.
                                       175 Toyota Plaza #700
                                       Memphis, TN 38103

                                       Attention: Christopher P. Marr
                                       Telephone: (410) 730-9500
                                       Facsimile: (410) 730-3426

                                       With a copy to:

                                       175 Toyota Plaza #700
                                       Memphis, TN 38103

                                       Attention: General Counsel
                                       Telephone: (901) 252-2000
                                       Facsimile: (901) 252-2060


                                      S-3
<PAGE>   75

COMMITMENTS:

$21,000,000                            BANK ONE, NA, Individually and as
                                       Administrative Agent



                                       By: /s/ Patricia Leung
                                          -------------------------------------

                                       Print Name: Patricia Leung
                                                  -----------------------------

                                       Title: Director, Capital Markets
                                             ----------------------------------

                                       1 Bank One Plaza
                                       Chicago, Illinois 60670

                                       Attention: Patricia Leung
                                       Telephone: (312) 732-8619
                                       Facsimile: (312) 732-5939


                                      S-4
<PAGE>   76

$21,000,000                            BANK OF AMERICA, N.A., Individually
                                       and as Syndication Agent



                                       By: /s/ Matthew W. Sadler
                                          -------------------------------------

                                       Print Name: Matthew W. Sadler
                                                  -----------------------------

                                       Title: Vice President
                                             ----------------------------------

                                       231 South LaSalle Street
                                       Chicago, Illinois 60697-1516

                                       Attention: Matt Sadler
                                       Telephone: (312) 828-7107
                                       Facsimile: (312) 974-4970


                                      S-5
<PAGE>   77

$21,000,000                            COMMERZBANK AG NEW YORK AND
                                       GRAND CAYMAN BRANCHES,
                                       Individually and as a Documentation Agent



                                       By: /s/ Douglas P. Traynor
                                          -------------------------------------

                                       Print Name: Douglas P. Traynor
                                       Title: Vice-President



                                       By: /s/ E. Marcus Perry
                                          -------------------------------------

                                       Print Name: E. Marcus Perry
                                       Title: Assistant Vice-President

                                       2 World Financial Center
                                       New York, New York 10281

                                       Attention: Marcus Perry
                                       Telephone: (212) 266-7646
                                       Facsimile: (212) 266-7565


                                      S-6
<PAGE>   78

$21,000,000                            FIRST UNION NATIONAL BANK,
                                       Individually and as a Documentation Agent



                                       By: /s/ David Hoagland
                                          -------------------------------------

                                       Print Name: David Hoagland
                                       Title:  Vice President

                                       c/o First Union Securities, Inc.
                                       301 South College Street, NC5604
                                       Charlotte, NC 28288

                                       Attention: David Hoagland
                                       Telephone: (704) 374-4809
                                       Facsimile: (704) 383-6205


                                      S-7
<PAGE>   79

$21,000,000                            PNC BANK, NATIONAL ASSOCIATION
                                       Individually and as a Documentation Agent



                                       By: /s/ Wayne P. Robertson
                                          -------------------------------------

                                       Print Name: Wayne P. Robertson
                                       Title: Vice President

                                       One PNC Plaza
                                       249 Fifth Avenue
                                       Mail Stop P1-POPP-19-2
                                       Pittsburgh, Pennsylvania 15222-2707

                                       Attention: Wayne P. Robertson
                                       Telephone: (412) 762-8452
                                       Facsimile: (412) 762-6500


                                      S-8
<PAGE>   80

$21,000,000                            AMSOUTH BANK
                                       Individually and as a Co-Agent



                                       By: /s/ Lawrence Clark
                                          -------------------------------------

                                       Print Name: Lawrence Clark
                                                  -----------------------------

                                       Title: Vice President
                                             ----------------------------------

                                       1900 5th Avenue, North
                                       Amsouth South Sonat Tower, 9th Floor
                                       Birmingham, AL 35288

                                       Attention: Lawrence Clark
                                       Telephone: (205) 581-7493
                                       Facsimile: (205) 326-4075


                                      S-9
<PAGE>   81

$17,500,000                            NATIONAL BANK OF COMMERCE
                                       Individually and as a Co-Agent



                                       By: /s/ Johnny B. Moore
                                          -------------------------------------

                                       Print Name: Johnny B. Moore
                                                  -----------------------------

                                       Title: Senior Vice President

                                       One Commerce Square
                                       Memphis, Tennessee 38150

                                       Attention: Johnny B. Moore, Jr.
                                       Telephone: (901) 523-3225
                                       Facsimile: (901) 523-3456


                                     S-10
<PAGE>   82

$17,500,000                            SUNTRUST BANK
                                       Individually and as a Co-Agent



                                       By: /s/ Gregory T. Horstman
                                          -------------------------------------

                                       Print Name: Gregory T. Horstman
                                                  -----------------------------

                                       Title: Senior Vice President
                                             ----------------------------------

                                       8245 Boone Boulevard, Suite 820
                                       Vienna, Virginia 22182

                                       Attention: Gregory T. Horstman
                                       Telephone: (703) 902-9384
                                       Facsimile: (703) 902-9190


                                     S-11
<PAGE>   83

$17,500,000                            SOUTHTRUST BANK
                                       Individually and as a Co-Agent



                                       By: /s/ Sidney Clapp
                                          -------------------------------------

                                       Print Name: Sidney Clapp
                                                  -----------------------------

                                       Title: Loan Officer
                                             ----------------------------------

                                       420 North 20th Street
                                       Birmingham, Alabama 35203

                                       Attention: Sidney Clapp
                                       Telephone: (205) 254-4138
                                       Facsimile: (205) 254-8270


                                     S-12
<PAGE>   84

$13,250,000                            CITIZENS BANK OF MASSACHUSETTS



                                       By: /s/ Mark T. Brassard
                                          -------------------------------------

                                       Print Name: Mark T. Brassard
                                                  -----------------------------

                                       Title: Loan Officer
                                             ----------------------------------

                                       1 Citizens Plaza
                                       4th Floor, RC 0440
                                       Providence, RI 02903

                                       Attention: Greg Ceseretti
                                       Telephone: (401) 455-5421
                                       Facsimile: (401) 282-4485


                                     S-13
<PAGE>   85

$13,250,000                            UNION PLANTERS BANK, NATIONAL
                                       ASSOCIATION



                                       By: /s/ Craig Gardella
                                          -------------------------------------

                                       Print Name: Craig Gardella
                                       Title:      Senior Vice President

                                       6200 Poplar
                                       Memphis, Tennessee 38119

                                       Attention: Craig Gardella
                                       Telephone: (901) 580-5507
                                       Facsimile: (901) 580-5451


                                     S-14
<PAGE>   86

$10,000,000                            CHEVY CHASE BANK, F.S.B.



                                       By: /s/ Frederick H. Denecke
                                          -------------------------------------

                                       Print Name: Frederick H. Denecke
                                       Title:      Vice President

                                       8401 Connecticut Avenue
                                       9th Floor
                                       Chevy Chase, Maryland 20815

                                       Attention: Frederick H. Denecke
                                       Telephone: (301) 986-7435
                                       Facsimile: (301) 986-7516


                                     S-15
<PAGE>   87

$10,000,000                            COMERICA BANK


                                       By: /s/ Jessica L. Kempf
                                          -------------------------------------

                                       Print Name: Jessica L. Kempf

                                       Title: Account Officer

                                       500 Woodward Avenue, MC 3256
                                       Detroit, Michigan 48226

                                       Attention: Jessica Kempf
                                       Telephone: (313) 222-6140
                                       Facsimile: (313) 222-9295


                                     S-16
<PAGE>   88

                                    EXHIBIT A
                                  PRICING GRID

<TABLE>
<CAPTION>
Ratings:                             At least           At least          At least          At least        Below either
S&P & Moody's                        A- and A3       BBB+ and Baa1      BBB and Baa2      BBB- and Baa3     BBB- or Baa3
-------------                        ---------       -------------      ------------      -------------     ------------
<S>                                  <C>             <C>                <C>               <C>               <C>
Alternate Base Rate Margin*              0                  0                  0                20                60
LIBOR Margin*                           75                 90                105               115               165
Facility Fee Rate                       15                 20                 20                25                30
All-in Funded Cost                      90                110                125               140               195
</TABLE>

* =      in basis points per annum

All margins and fees change as and when the rating classification changes.

The Alternate Base Rate Margin and the LIBOR Margin to be used in calculating
the interest rate applicable to different Types of Advances shall vary from time
to time in accordance with the long-term unsecured debt ratings from Moody's and
S&P of the General Partner and the Borrower. In the event the General Partner
and the Borrower have different ratings, the rating of the higher rated entity
shall be used. In the event the rating agencies are split on the rating for the
higher rated entity, the lower rating for the higher rated entity shall be
deemed to be the applicable rating (e.g., if the higher rated entity's Moody's
debt rating is Baa1 and its S&P debt rating is BBB then the Applicable Margins
shall be computed based on the S&P rating), and the Applicable Margins shall be
adjusted effective on the next Business Day following any change in the higher
rated entity's Moody's debt rating and/or S&P's debt rating, as the case may be.
In the event that either S&P or Moody's shall discontinue its ratings of the
REIT industry or the Borrower, a mutually agreeable substitute rating agency
shall be selected by the Required Lenders and the Borrower. If the Required
Lenders and the Borrower cannot agree on a substitute rating agency within
thirty (30) days of such discontinuance, or if both S&P and Moody's shall
discontinue its ratings of the REIT industry or the Borrower, the Applicable
Margin to be used for the calculation of interest on Advances hereunder shall be
the highest Applicable Margin for each Type.


<PAGE>   89

                                   EXHIBIT B-1

                           [AMENDED AND RESTATED] NOTE

         September ___, 2001

         SUSA Partnership L.P., a Tennessee limited partnership (the
"Borrower"), promises to pay to the order of ____________ (the "Lender") or the
aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to the Third Amended and
Restated Unsecured Revolving Credit Agreement ("Agreement") hereinafter referred
to without setoff or counterclaim, in immediately available funds at the main
office of Bank One, NA in Chicago, Illinois, as Administrative Agent, together
with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement. The Borrower shall pay the principal of and
accrued and unpaid interest on the Loans in full on the Facility Termination
Date.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

         [This Note amends and restates in its entirety that certain Note dated
May 26, 1999 made by the Borrower in favor of the Lender in the maximum
principal amount of $__________.]

         This Note is one of the Notes issued pursuant to, and is entitled to
the benefits of, the Third Amended and Restated Unsecured Revolving Credit
Agreement, dated as of September ___, 2001 among the Borrower, Storage USA,
Inc., Storage USA Trust, Bank One, NA, individually and as Administrative Agent,
and the lenders named therein, including the Lender, to which Agreement, as it
may be amended from time to time, reference is hereby made for a statement of
the terms and conditions governing this Note, including the terms and conditions
under which this Note may be prepaid or its maturity date accelerated.
Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Agreement.

         If there is an Unmatured Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the


<PAGE>   90

obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Illinois.

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                                       SUSA PARTNERSHIP L.P.

                                       By:   STORAGE USA, INC.,
                                             its General Partner



                                             By:
                                                -------------------------------

                                             Print Name:
                                                        -----------------------

                                             Title:
                                                   ----------------------------


<PAGE>   91

                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                            TO [AMENDED AND RESTATED]
                          NOTE OF SUSA PARTNERSHIP L.P.
                            DATED SEPTEMBER ___, 2001

<TABLE>
<CAPTION>
                               Principal             Maturity of             Maturity
                                Amount                Interest               Principal               Unpaid
         Date                   of Loan                Period               Amount Paid              Balance
         ----                  ---------             -----------            -----------              -------
         <S>                   <C>                   <C>                    <C>                      <C>

</TABLE>


<PAGE>   92

                                   EXHIBIT B-2

               FORM OF [AMENDED AND RESTATED] COMPETITIVE BID NOTE

                                                             September ___, 2001

         On or before the last day of each "Interest Period" applicable to a
"Competitive Bid Loan", as defined in that certain Third Amended and Restated
Unsecured Revolving Credit Agreement dated as of September ___, 2001 (the
"Agreement") between SUSA PARTNERSHIP L.P., a Tennessee limited partnership (the
"Borrower"), STORAGE USA, INC., a Tennessee corporation (the "General Partner"),
STORAGE USA TRUST, a Maryland business trust, the Lenders and BANK ONE, NA,
individually and as Administrative Agent for the Lenders and others (as such
terms are defined in the Agreement), Borrower promises to pay to the order of
_________________________ (the "Lender"), or its successors and assigns, the
unpaid principal amount of such Competitive Bid Loan made by the Lender to the
Borrower pursuant to Section 2.16 of the Agreement without setoff or
counterclaim, in immediately available funds at the office of the main
Administrative Agent in Chicago, Illinois, together with interest on the unpaid
principal amount hereof at the rates and on the dates set forth in the
Agreement. The Borrower shall pay any remaining unpaid principal amount of such
Competitive Bid Loans and any accrued and unpaid interest under this Competitive
Bid Note ("Note") in full on or before the Facility Termination Date in
accordance with the terms of the Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date, amount and due date of each Competitive Bid Loan and the date and
amount of each principal payment hereunder.

         [This Note amends and restates in its entirety that certain Competitive
Bid Note dated May 26, 1999 made by the Borrower in favor of the Lender.]

         This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.

         If there is an Unmatured Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

<PAGE>   93

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Illinois.

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                                       SUSA PARTNERSHIP L.P.

                                       By:   STORAGE USA, INC.,
                                             its General Partner



                                             By:
                                                -------------------------------

                                             Print Name:
                                                        -----------------------

                                             Title:
                                                   ----------------------------


<PAGE>   94

                                   EXHIBIT C-1

                      FORM OF COMPETITIVE BID QUOTE REQUEST
                                (Section 2.16(b))

To:      Bank One, NA,
         as administrative agent (the "Administrative Agent")

From:    SUSA Partnership L.P.

Re:      Third Amended and Restated Unsecured Revolving Credit Agreement dated
         as of September ___, 2001, as amended among the Borrower, the General
         Partner, the Trust, the Lenders from time to time party thereto, Banc
         One Capital Markets, Inc., as Arranger, and Bank One, NA, as
         Administrative Agent for the Lenders (as amended, supplemented or
         otherwise modified from time to time through the date hereof, the
         "Agreement")

         1.       Capitalized terms used herein have the meanings assigned to
them in the Agreement.

         2.       We hereby give notice pursuant to Section 2.16(b) of the
Agreement that we request Competitive Bid Quotes for the following proposed
Competitive Bid Loan(s):

         Borrowing Date: _______________, _____

                  Principal Amount(1)                       Interest Period(2)

         3.       Such Competitive Bid Quotes should offer [a Competitive LIBOR
Margin] [an Absolute Rate].

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

(1)      Amount must be at least $10,000,000 and an integral multiple of
$1,000,000.

(2)      Up to 90 days, subject to the provisions of the definitions of LIBOR
Interest Period and Absolute Interest Period.


                                      -23-
<PAGE>   95

         4.       Upon acceptance by the undersigned of any or all of the
Competitive Bid Loans offered by Lenders in response to this request, the
undersigned shall be deemed to affirm as of the Borrowing Date thereof the
representations and warranties made in Article V and Article VI of the
Agreement.

                                       SUSA PARTNERSHIP L.P.

                                       By:   STORAGE USA, INC.
                                             its General Partner



                                             By:
                                                -------------------------------

                                             Print Name:
                                                        -----------------------

                                             Title:
                                                   ----------------------------


<PAGE>   96

                                   EXHIBIT C-2

                      INVITATION FOR COMPETITIVE BID QUOTES
                                (Section 2.16(c))

To:      Each of the Lenders party to
         the Agreement referred to below

Re:      Invitation for Competitive Bid Quotes to
                  SUSA Partnership L.P.

         Pursuant to Section 2.16(c) of the Third Amended and Restated Unsecured
Revolving Credit Agreement dated as of September ___, 2001 as amended from time
to time, among the Borrower, the General Partner, the Trust, the Lenders from
time to time party thereto, Banc One Capital Markets, Inc., as Arranger, and
Bank One, NA as Administrative Agent for the Lenders (as amended, supplemented
or otherwise modified from time to time through the date hereof, the
"Agreement"), we are pleased on behalf of the Borrower to invite you to submit
Competitive Bid Quotes to the Borrower for the following proposed Competitive
Bid Loan(s):

Borrowing Date: _______________, _____

                  Principal Amount                      Interest Period

         Such Competitive Bid Quotes should offer [a Competitive LIBOR Margin]
[an Absolute Rate]. Your Competitive Bid Quote must comply with Section 2.16(c)
of the Agreement and the foregoing. Capitalized terms used herein have the
meanings assigned to them in the Agreement.

         Please respond to this invitation by no later than [9:00 A.M.] (Chicago
time) on _______________, _____.

                                       BANK ONE, NA, as Administrative Agent



                                       By:
                                          -------------------------------------

                                       Print Name:
                                                  -----------------------------

                                       Title:
                                             ----------------------------------


                                      -25-
<PAGE>   97

                                   EXHIBIT C-3

                              COMPETITIVE BID QUOTE
                                (Section 2.16(d))

                             _______________ , _____

To:      Bank One, NA,
         as Administrative Agent

Re:      Competitive Bid Quote to SUSA Partnership L.P. (the "Borrower")

         In response to your invitation on behalf of the Borrower dated
_______________, ____, we hereby make the following Competitive Bid Quote
pursuant to Section 2.16(d) of the Agreement hereinafter referred to and on the
following terms:

1.       Quoting Lender: _________

2.       Person to contact at Quoting Lender:

3.       Borrowing Date: __________ (1)

4.       We hereby offer to make Competitive Bid Loan(s) in the following
         principal amounts, for the following Interest Periods and at the
         following rates:

<TABLE>
<CAPTION>
                                             [Competitive
Principal                 Interest               LIBOR               [Absolute         Minimum
Amount(2)                 Period(3)            Margin(4)]             Rate(5)]        Amount(6)
---------                 ---------           -----------            ---------        ---------
<S>                       <C>                 <C>                    <C>              <C>

</TABLE>

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

(1)      As specified in the related Invitation For Competitive Bid Quotes.

(2)      Principal amount bid for each Interest Period may not exceed the
principal amount requested. Bids must be made for at least $5,000,000
and integral multiples of $1,000,000.

(3)      Up to 90 days, as specified in the related Invitation For Competitive
Bid Quotes.

(4)      Competitive LIBOR Margin for the applicable LIBOR Interest Period.
Specify percentage (rounded to the nearest 1/100 of 1%) and specify
whether "PLUS" or "MINUS".

(5)      Specify rate of interest per annum (rounded to the nearest 1/100 of
1%).

(6)      Specify minimum amount, if any, which the Borrower may accept (see
Section 2.16(d)(ii)(2)).


<PAGE>   98

         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Third Amended and
Restated Unsecured Revolving Credit Agreement dated as of September ___, 2001,
among the Borrower, the General Partner, the Trust, the Lenders from time to
time party thereto, and Bank One, NA, as Administrative Agent for the Lenders
(as amended, supplemented or otherwise modified from time to time through the
date hereof, the "Agreement"), irrevocably obligates us to make the Competitive
Bid Loan(s) for which any offer(s) are accepted, in whole or in part.
Capitalized terms used herein and not otherwise defined herein shall have their
meanings as defined in the Agreement.

                                       Very truly yours,

                                       [NAME OF LENDER]



                                       By:
                                          -------------------------------------

                                       Print Name:
                                                  -----------------------------

                                       Title:
                                             ----------------------------------


<PAGE>   99

                                    EXHIBIT D

                                 FORM OF OPINION

                                                           ______________ , 20__

The Administrative Agent and the Lenders who are parties to the
Credit Agreement described below.

Gentlemen/Ladies:

         I am general counsel for SUSA Partnership L.P., a Tennessee limited
partnership (the "Borrower"), Storage USA Trust, a Maryland business trust (the
"Trust") and Storage USA, Inc., a Tennessee corporation (the "General Partner"
and, collectively with the Borrower and the Trust, the "SUSA Entities"), and
have represented the SUSA Entities in connection with their execution and
delivery of a Third Amended and Restated Unsecured Revolving Credit Agreement
among the SUSA Entities, Bank One, NA, individually and as Administrative Agent,
and the Lenders named therein, providing for Advances in an aggregate principal
amount not exceeding $225,000,000 at any one time outstanding and dated as of
___________ (the "Agreement"). All capitalized terms used in this opinion and
not otherwise defined shall have the meanings attributed to them in the
Agreement.

         I have examined the SUSA Entities' articles of incorporation, by-laws,
resolutions, certificate of limited partnership, partnership agreement, the
Agreement, the Third Amended and Restated Guaranty dated __________, the Notes
(the foregoing documents are sometimes collectively referred to herein as the
"Loan Documents") and such other matters of fact and law which I deemed
necessary in order to render this opinion.

         For purposes of the opinions expressed below, I have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted as certified or photostatic copies
and the authenticity of the originals, (iii) for purposes of opinion number 5,
below, we have assumed that the Loan Documents will be governed exclusively by
the laws of Tennessee, notwithstanding any contrary provision of the Loan
Documents that the Loan Documents be governed by the law of Illinois, as to
which we express no opinion, and (iv) the due authorization, execution and
delivery of all documents by all parties and the validity and binding effect
thereof (other than the authorization, execution and delivery of documents by
the Borrower, the General Partner and the Trust and the validity and binding
effect thereof upon the Borrower, General Partner and the Trust).

         As to factual matters, we have relied upon representations included in
the Credit Agreement, upon certificates of officers of the Borrower, the General
Partner and the Trust, upon certificates of public officials, the SUSA Entities'
organizational documents and such other matters of fact and law which we deem
necessary in order to render this opinion. Whenever the phrase "to our
knowledge" is used herein, it refers to the actual knowledge of the attorneys of
this firm involved in the representation of the Borrower, the General Partner
and the Trust in this transaction without independent investigation. Based upon
the foregoing, it is our opinion that:


<PAGE>   100

         1.       The General Partner is a corporation duly incorporated,
validly existing and in good standing under the laws of the state of Tennessee
and has all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.

         2.       The Trust is duly organized, validly existing and in good
standing under the laws of the state of Maryland and has all requisite authority
to conduct its business in each jurisdiction in which its business is conducted.

         3.       The Borrower is a limited partnership duly qualified and
formed and validly existing under the laws of the state of Tennessee and has all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted.

         4.       The execution and delivery of the Loan Documents by the SUSA
Entities and the performance by the SUSA Entities of their obligations under the
Loan Documents have been duly authorized by all necessary corporate or
partnership action and/or proceedings on the part of the SUSA Entities and will
not:

                  (a)      require any consent of the SUSA Entities'
         shareholders or limited partners;

                  (b)      violate any law, rule, regulation, order, writ,
         judgment, injunction, decree or award binding on the SUSA Entities or
         any of their Subsidiaries or the SUSA Entities' or any Subsidiary's
         articles of incorporation, by-laws, certificate of limited partnership,
         partnership agreement, any indenture, instrument or agreement binding
         upon the SUSA Entities or any of their Subsidiaries; or

                  (c)      result in, or require, the creation or imposition of
         any Lien pursuant to the provisions of any indenture, instrument or
         agreement binding upon the SUSA Entities or any of their Subsidiaries.

         5.       The Loan Documents have been duly executed and delivered by
the SUSA Entities and constitute legal, valid and binding obligations of the
SUSA Entities enforceable in accordance with their terms except to the extent
the enforcement thereof may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and subject also to the
availability of equitable remedies if equitable remedies are sought.

         6.       Except as set forth in the Credit Agreement, I know of no
litigation or proceeding against the SUSA Entities or any of their Subsidiaries
which, if adversely determined, could have a Material Adverse Effect.

         7.       No approval, authorization, consent, adjudication or order of
any governmental authority, which has not been obtained by the SUSA Entities or
any of their Subsidiaries, is required to be obtained by the SUSA Entities or
any of their Subsidiaries in connection with the execution and delivery of the
Loan Documents, the borrowings under the Agreement or in


<PAGE>   101

connection with the payment by the SUSA Entities of their obligations under the
Loan Documents.

         I do not purport to express an opinion on any laws other than those of
the State of Tennessee and the general corporate laws of the state of Maryland.

         This opinion may be relied upon only by the Agent, the Lenders and
their participants, assignees and other transferees in connection with the
matters set forth herein and may not, without our express written consent, be
furnished or quoted to or relied upon by any other person or entity for any
purpose. Subject to the preceding sentence, this opinion shall not be published
or reproduced in any manner or distributed or circulated to any person or entity
without our express written consent. My opinion is limited to the matters stated
herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein.

                                       Very truly yours,



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


<PAGE>   102

                                    EXHIBIT E

                             COMPLIANCE CERTIFICATE

To:      The Lenders parties to the
         Credit Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain Third
Amended and Restated Unsecured Revolving Credit Agreement dated as of September
___, 2001 (as amended, modified, renewed or extended from time to time, the
"Agreement") among the Borrower, Storage USA, Inc., Storage USA Trust, the
lenders party thereto and Bank One, NA, as Administrative Agent for the Lenders.
Unless otherwise defined herein, capitalized terms used in this Compliance
Certificate have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.       I am the duly elected ________________________ of the
Borrower;

         2.       I have reviewed the terms of the Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of the Borrower and its Subsidiaries during the
accounting period covered by the attached financial statements;

         3.       The examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes a Default or Unmatured Default during or at the end of the
accounting period covered by the attached financial statements or as of the date
of this Certificate, except as set forth below; and

         4.       Schedule I attached hereto sets forth financial data and
computations evidencing the Borrower's compliance with certain covenants of the
Agreement, all of which data and computations are true, complete and correct.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:


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


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


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


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


<PAGE>   103

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered this __ day of __________,
___ .

                                       SUSA PARTNERSHIP L.P.
                                       By:   STORAGE USA, INC.
                                             Its General Partner

                                             By:
                                                -------------------------------

                                             Print Name:
                                                        -----------------------

                                             Title:
                                                   ----------------------------


<PAGE>   104

                                    [SAMPLE]

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                  Schedule of Compliance as of _________ with
                         Provisions of ____ and ____ of
                                  the Agreement


<PAGE>   105

                                    EXHIBIT F

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "Assignment Agreement") between
________ (the "Assignor") and __________ (the "Assignee") is dated as of
____________, ___. The parties hereto agree as follows:

         1.       PRELIMINARY STATEMENT. The Assignor is a party to a Third
Amended and Restated Unsecured Revolving Credit Agreement (which, as it may be
amended, modified, renewed or extended from time to time is herein called the
"Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule
1"). Capitalized terms used herein and not otherwise defined herein shall have
the meanings attributed to them in the Credit Agreement.

         2.       ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and
assigns to the Assignee, and the Assignee hereby purchases and assumes from the
Assignor, an interest in and to the Assignor's rights and obligations under the
Credit Agreement such that after giving effect to such assignment the Assignee
shall have purchased pursuant to this Assignment Agreement the percentage
interest specified in Item 3 of Schedule 1 of all outstanding rights and
obligations under the Credit Agreement relating to the facilities listed in Item
3 of Schedule 1 and the other Loan Documents. The aggregate Commitment (or
Loans, if the applicable Commitment has been terminated) purchased by the
Assignee hereunder is set forth in Item 4 of Schedule 1.

         3.       EFFECTIVE DATE. The effective date of this Assignment
Agreement (the "Effective Date") shall be the later of the date specified in
Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by
the Administrative Agent) after a Notice of Assignment substantially in the form
of Exhibit I attached hereto has been delivered to the Administrative Agent.
Such Notice of Assignment must include any consents required to be delivered to
the Administrative Agent by Section 14.3.1 of the Credit Agreement. In no event
will the Effective Date occur if the payments required to be made by the
Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are
not made on the proposed Effective Date. The Assignor will notify the Assignee
of the proposed Effective Date no later than the Business Day prior to the
proposed Effective Date. As of the Effective Date, (i) the Assignee shall have
the rights and obligations of a Lender under the Loan Documents with respect to
the rights and obligations assigned to the Assignee hereunder and (ii) the
Assignor shall relinquish its rights and be released from its corresponding
obligations under the Loan Documents with respect to the rights and obligations
assigned to the Assignee hereunder.

         4.       PAYMENTS OBLIGATIONS. On and after the Effective Date, the
Assignee shall be entitled to receive from the Administrative Agent all payments
of principal, interest and fees with respect to the interest assigned hereby.
The Assignee shall advance funds directly to the Administrative Agent with
respect to all Loans and reimbursement payments made on or after the Effective
Date with respect to the interest assigned hereby. [In consideration for the
sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor,
on the Effective Date, an amount equal to the principal amount of the portion of
all Adjusted ABR Loans


<PAGE>   106

assigned to the Assignee hereunder and (ii) with respect to each Adjusted LIBOR
Loan made by the Assignor and assigned to the Assignee hereunder which is
outstanding on the Effective Date, (a) on the last day of the Interest Period
therefor or (b) on such earlier date agreed to by the Assignor and the Assignee
or (c) on the date on which any such Adjusted LIBOR Loan either becomes due (by
acceleration or otherwise) or is prepaid (the date as described in the foregoing
clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"),
the Assignee shall pay the Assignor an amount equal to the principal amount of
the portion of such Adjusted LIBOR Loan assigned to the Assignee which is
outstanding on the Payment Date. If the Assignor and the Assignee agree that the
Payment Date for such Adjusted LIBOR Loan shall be the Effective Date, they
shall agree to the interest rate applicable to the portion of such Loan assigned
hereunder for the period from the Effective Date to the end of the existing
Interest Period applicable to such Adjusted LIBOR Loan (the "Agreed Interest
Rate") and any interest received by the Assignee in excess of the Agreed
Interest Rate shall be remitted to the Assignor. In the event interest for the
period from the Effective Date to but not including the Payment Date is not paid
by the Borrower with respect to any Adjusted LIBOR Loan sold by the Assignor to
the Assignee hereunder, the Assignee shall pay to the Assignor interest for such
period on the portion of such Adjusted LIBOR Loan sold by the Assignor to the
Assignee hereunder at the applicable rate provided by the Credit Agreement. In
the event a prepayment of any Adjusted LIBOR Loan which is existing on the
Payment Date and assigned by the Assignor to the Assignee hereunder occurs after
the Payment Date but before the end of the Interest Period applicable to such
Adjusted LIBOR Loan, the Assignee shall remit to the Assignor the excess of the
prepayment penalty paid with respect to the portion of such Adjusted LIBOR Loan
assigned to the Assignee hereunder over the amount which would have been paid if
such prepayment penalty was calculated based on the Agreed Interest Rate. The
Assignee will also promptly remit to the Assignor (i) any principal payments
received from the Administrative Agent with respect to Adjusted LIBOR Loans
prior to the Payment Date and (ii) any amounts of interest on Loans and fees
received from the Administrative Agent which relate to the portion of the Loans
assigned to the Assignee hereunder for periods prior to the Effective Date, in
the case of Adjusted ABR Loans or fees, or the Payment Date, in the case of
Adjusted LIBOR Loans, and not previously paid by the Assignee to the Assignor.]*
In the event that either party hereto receives any payment to which the other
party hereto is entitled under this Assignment Agreement, then the party
receiving such amount shall promptly remit it to the other party hereto.

*Each Assignor may insert its standard payment provisions in lieu of the payment
terms included in this Exhibit.

         5.       FEES PAYABLE BY THE ASSIGNEE. The Assignee shall pay to the
Assignor a fee on each day on which a payment of interest or fees (including any
Commitment Fee, Extension Fee or Unused Facility Fee) is made under the Credit
Agreement with respect to the amounts assigned to the Assignee hereunder (other
than a payment of interest or commitment fees for the period prior to the
Effective Date or, in the case of Adjusted LIBOR Loans, the Payment Date, which
the Assignee is obligated to deliver to the Assignor pursuant to Section 4
hereof). The amount of such fee shall be the difference between (i) the interest
or fee, as applicable, paid with respect to the amounts assigned to the Assignee
hereunder and (ii) the


<PAGE>   107

interest or fee, as applicable, which would have been paid with respect to the
amounts assigned to the Assignee hereunder if each interest rate was __ of 1%
less than the interest rate paid by the Borrower or if the commitment fee
was __ of 1% less than the commitment fee paid by the Borrower, as applicable.
In addition, the Assignee agrees to pay __% of the recordation fee required to
be paid to the Administrative Agent in connection with this Assignment
Agreement.

         6.       REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor and that
it has the right power and authority to enter into this Agreement. It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee. Neither the Assignor nor
any of its officers, directors, employees, agents or attorneys shall be
responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, including
without limitation, documents granting the Assignor and the other Lenders a
security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
Property, books or records of the Borrower, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the Loan
Documents.

         7.       REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms
that it has received a copy of the Credit Agreement, together with copies of the
financial statements requested by the Assignee and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment Agreement, (ii) agrees that it will,
independently and without reliance upon the Administrative Agent, the Assignor
or any other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints and authorizes the
Administrative Agent to take such action as administration agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
reasonably incidental thereto, (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender, (v) agrees that its payment
instructions and notice instructions are as set forth in the attachment to
Schedule 1, (vi) confirms that none of the funds, monies, assets or other
consideration being used to make the purchase and assumption hereunder are "plan
assets" as defined under ERISA and that its rights, benefits and interests in
and under the Loan Documents will not be "plan assets" under ERISA, (vii)
confirms that it is either a financial institution, a pension fund, or a fund or
entity that regularly makes or participates in real estate loans as part of its
business (viii) confirms that it has the right power and authority to enter into
this Agreement, [and attaches the forms prescribed by the Internal Revenue
Service of the United


<PAGE>   108

States certifying that the Assignee is entitled to receive payments under the
Loan Documents without deduction or withholding of any United States federal
income taxes].*

*to be inserted if the Assignee is not incorporated under the laws of the United
States, or a state thereof.

         8.       INDEMNITY. The Assignee agrees to indemnify and hold the
Assignor harmless against any and all losses, costs and expenses (including,
without limitation, reasonable attorneys' fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee's
non-performance of the obligations assumed under this Assignment Agreement.

         9.       SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee
shall have the right pursuant to Section 14.3.1 of the Credit Agreement to
assign the rights which are assigned to the Assignee hereunder to any entity or
person, provided that (i) any such subsequent assignment does not violate any of
the terms and conditions of the Loan Documents or any law, rule, regulation,
order, writ, judgment, injunction or decree and that any consent required under
the terms of the Loan Documents has been obtained and (ii) unless the prior
written consent of the Assignor is obtained, the Assignee is not thereby
released from its obligations to the Assignor hereunder, if any remain
unsatisfied, including, without limitation, its obligations under Sections 4, 5
and 8 hereof.

         10.      REDUCTIONS OF AGGREGATE COMMITMENT. If any reduction in the
Aggregate Commitment occurs between the date of this Assignment Agreement and
the Effective Date, the percentage interest specified in Item 3 of Schedule 1
shall remain the same, but the dollar amount purchased shall be recalculated
based on the reduced Aggregate Commitment.

         11.      ENTIRE AGREEMENT. This Assignment Agreement and the attached
Notice of Assignment embody the entire agreement and understanding between the
parties hereto and supersede all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.

         12.      GOVERNING LAW. This Assignment Agreement shall be governed by
the internal law, and not the law of conflicts, of the State of Illinois.

         13.      NOTICES. Notices shall be given under this Assignment
Agreement in the manner set forth in the Credit Agreement. For the purpose
hereof, the addresses of the parties hereto (until notice of a change is
delivered) shall be the address set forth in the attachment to Schedule 1.


<PAGE>   109

         IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.


                                       [NAME OF ASSIGNOR]

                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------


                                       [NAME OF ASSIGNEE]

                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------


<PAGE>   110

                                   SCHEDULE 1
                             to Assignment Agreement

1.       Description and Date of Credit Agreement: Third Amended and Restated
         Unsecured Revolving Credit Agreement dated as of September ___, 2001.

2.       Date of Assignment Agreement: ______________, ___

3.       Amounts (As of Date of Item 2 above):

         a.       Total of Commitments
                  under Credit Agreement             $
                                                      ------------

         b.       Assignee's Percentage
                  of Facility
                  purchased under the
                  Assignment Agreement**                            %
                                                      ------------

         c.       Amount of Assigned
                  Share in Facility
                  purchased under the
                  Assignment Agreement               $
                                                      ------------

4.       Assignee's Aggregate Commitment

         Amount Purchased Hereunder:                 $
                                                      ------------

5.       Proposed Effective Date:
                                 ----------------, ----

*        Percentage taken to 10 decimal places


Accepted and Agreed:

[NAME OF ASSIGNOR]                     [NAME OF ASSIGNEE]



By:                                       By:
   -----------------------------------       ----------------------------------

Title:                                    Title:
      -------------------------------           -------------------------------


<PAGE>   111

                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

         Attach Assignor's Administrative Information Sheet, which must
            include notice address for the Assignor and the Assignee


<PAGE>   112

                                    EXHIBIT I
                             to Assignment Agreement

                                     NOTICE
                                  OF ASSIGNMENT

                                                     ____________________, _____

To:      SUSA PARTNERSHIP L.P.
         STORAGE USA, INC.__________________________
         _________________

         BANK ONE, NA, as Administrative Agent
         ________________________________
         ________________________________

From:    [NAME OF ASSIGNOR, as a Lender (the "Assignor")
         [NAME OF ASSIGNEE] (the "Assignee")

         1.       We refer to that Third Amended and Restated Unsecured
Revolving Credit Agreement (the "Credit Agreement") described in Item 1 of
Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Credit Agreement.

         2.       This Notice of Assignment (this "Notice") is given and
delivered to the Administrative Agent pursuant to Section 14.3.2 of the Credit
Agreement.

         3.       The Assignor and the Assignee have entered into an Assignment
Agreement, dated as of ___ , ____ (the "Assignment"), pursuant to which, among
other things, the Assignor has sold, assigned, delegated and transferred to the
Assignee, and the Assignee has purchased, accepted and assumed from the Assignor
the percentage interest specified in Item 3 of Schedule 1 of all outstanding,
rights and obligations under the Credit Agreement relating to the facilities
listed in Item 3 of Schedule 1. The Effective Date of the Assignment shall be
the later of the date specified in Item 5 of Schedule 1 or two Business Days (or
such shorter period as agreed to by the Administrative Agent) after this Notice
of Assignment and any consents and fees required by Sections 14.3.1 and 14.3.2
of the Credit Agreement have been delivered to the Administrative Agent,
provided that the Effective Date shall not occur if any condition precedent
agreed to by the Assignor and the Assignee has not been satisfied.

         4.       The Assignor and the Assignee hereby give to the Borrower and
the Administrative Agent notice of the assignment and delegation referred to
herein. The Assignor will confer with the Administrative Agent before the date
specified in Item 5 of Schedule 1 to determine if the Assignment Agreement will
become effective on such date pursuant to Section 3


<PAGE>   113

hereof, and will confer with the Administrative Agent to determine the Effective
Date pursuant to Section 3 hereof if it occurs thereafter. The Assignor shall
notify the Administrative Agent if the Assignment Agreement does not become
effective on any proposed Effective Date as a result of the failure to satisfy
the conditions precedent agreed to by the Assignor and the Assignee. At the
request of the Administrative Agent, the Assignor will give the Administrative
Agent written confirmation of the satisfaction of the conditions precedent.

         5.       The Assignor or the Assignee shall pay to the Administrative
Agent on or before the Effective Date the processing fee of $3,500 required by
Section 14.3.2 of the Credit Agreement.

         6.       If Notes are outstanding on the Effective Date, the Assignor
and the Assignee request and direct that the Administrative Agent prepare and
cause the Borrower to execute and deliver new Notes or, as appropriate,
replacements notes, to the Assignor and the Assignee. The Assignor and, if
applicable, the Assignee each agree to deliver to the Administrative Agent the
original Note received by it from the Borrower upon its receipt of a new Note in
the appropriate amount.

         7.       The Assignee advises the Administrative Agent that notice and
payment instructions are set forth in the attachment to Schedule 1.

         8.       The Assignee hereby represents and warrants that none of the
funds, monies, assets or other consideration being used to make the purchase
pursuant to the Assignment are "plan assets" as defined under ERISA and that its
rights, benefits, and interests in and under the Loan Documents will not be
"plan assets" under ERISA.


<PAGE>   114

NAME OF ASSIGNOR                          NAME OF ASSIGNEE



By:                                       By:
   -----------------------------------       ----------------------------------

Title:                                    Title:
      -------------------------------           -------------------------------

ACKNOWLEDGED AND CONSENTED TO             ACKNOWLEDGED
BY BANK ONE, NA,                          BY SUSA PARTNERSHIP L.P.
AS ADMINISTRATIVE AGENT

By:                                       By:
   -----------------------------------       ----------------------------------

Title:                                    Title:
      -------------------------------           -------------------------------

                 [Attach photocopy of Schedule 1 to Assignment]


<PAGE>   115

                                    EXHIBIT G

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To Bank One, NA,
as Administrative Agent (the "Administrative Agent") under the Credit Agreement
Described Below.

Re:      Third Amended and Restated Unsecured Revolving Credit Agreement, dated
         September ___, 2001 (as the same may be amended or modified, the
         "Credit Agreement"), among SUSA Partnership L.P. (the "Borrower"),
         Storage USA, Inc., Storage USA Trust, the Administrative Agent, and the
         Lenders named therein. Terms used herein and not otherwise defined
         shall have the meanings assigned thereto in the Credit Agreement.

         The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower, provided, however, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Borrower in
accordance with Section 14.1 of the Credit Agreement or based on any telephonic
notice made in accordance with Section 2.19 of the Credit Agreement.

         Facility Identification Number
                                        ---------------------------------------

         Customer/Account Name
                               ------------------------------------------------

         Transfer Funds To
                           ----------------------------------------------------


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


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

         For Account No.
                         ------------------------------------------------------

         Reference/Attention To
                                -----------------------------------------------

Authorized Officer
(Customer Representative) Date ______________________



-----------------------------------        ------------------------------------
(Please Print)                             Signature

Bank Officer Name                          Date
                                                -------------------



-----------------------------------        ------------------------------------
(Please Print)                             Signature


<PAGE>   116

                                    EXHIBIT H

                          FORM OF DESIGNATION AGREEMENT

                           Dated _____________, 199__

         Reference is made to the Third Amended and Restated Unsecured Revolving
Credit Agreement dated as of September ___, 2001 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement") among SUSA
Partnership L.P., a Tennessee limited partnership (the "Borrower"), Storage USA,
Inc., a Tennessee corporation (the "General Partner"), Storage USA Trust, a
Maryland business trust, the Lenders, and Bank One, NA, as Administrative Agent
(the "Administrative Agent") for the Lenders. Terms defined in the Credit
Agreement are used herein with the same meaning.

         [NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNEE] (the
"Designee"), the Administrative Agent and the Borrower agree as follows:

         1.       The Designor hereby designates the Designee, and the Designee
hereby accepts such designation, to have a right to make Competitive Bid Loans
pursuant to Section 2.16 of the Credit Agreement. Any assignment by Designor to
Designee of its rights to make a Competitive Bid Loan pursuant to such Section
2.16 shall be effective at the time of the funding for such Competitive Bid Loan
and not before such time.

         2.       Except as set forth in Section 7 below, the Designor makes no
representation or warranty and assumes no responsibility pursuant to this
Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument and document furnished pursuant
thereto and (b) the financial condition of the Borrower or any Loan Party of the
performance or observance by the Borrower or any Loan Party or any of their
respective obligations under any Loan Document or any other instrument or
document furnished pursuant thereto. (It is acknowledged that the Designor may
make representations and warranties of the type described above in other
agreements to which the Designor is a party).

         3.       The Designee (a) confirms that it has received a copy of each
Loan Document, together with copies of the financial statements referred to in
Section 8.1 of the Credit Agreement and such other documents and information as
it has deemed appropriate to make its own independent credit analysis and
decision to enter into this Designation Agreement, (b) agrees that it will,
independently and without reliance upon the Administrative Agent, the Designor
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 Loan Document; (c) confirms that it is a Designated
Lender; (d) appoints and authorizes the Administrative Agent to take such action
as administrative agent on its behalf and to exercise such powers and discretion
under any Loan Document as are delegated to the Administrative


<PAGE>   117
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto, and (e) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of any Loan Document
are required to be performed by it as a Lender.

         4.       The Designee hereby appoints Designor as Designee's agent and
attorney in fact, and grants to Designor an irrevocable power of attorney, to
deliver and receive all communications and notices under the Credit Agreement
and other Loan Documents and to exercise on Designee's behalf all rights to vote
and to grant and made approvals, waivers, consents or amendment to or under the
Credit Agreement or other Loan Documents. Any document executed by the Designor
on the Designee's behalf in connection with the Credit Agreement or other Loan
Documents shall be binding on the Designee. The Borrower, the Administrative
Agent and each of the Banks may rely on and are beneficiaries of the preceding
provisions.

         5.       Following the execution of this Designation Agreement by the
Designor and its Designee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent. The effective date for
this Designation Agreement (the "Effective Date") shall be the date of
acceptance hereof by the Administrative Agent, unless otherwise specified on the
signature page thereto.

         6.       Neither the Administrative Agent nor the Borrower shall
institute, or join any other person in instituting, against the Designee any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding,
or other proceeding under any federal or state bankruptcy or similar law at any
time that the Designee has any outstanding debt or other securities which are
rated by S&P, Moody's or any other rating agency or at any time within one year
and one day after the date such debt or other securities have been repaid in
full.

         7.       The Designor unconditionally agrees to pay or reimburse the
Designee and save the Designee harmless against all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed or asserted
by any of the parties to the Loan Documents against the Designee, in its
capacity as such, in any way relating to or arising out of this Designation
Agreement or any other Loan Documents or any action taken or omitted by the
Designee hereunder or thereunder, provided that the Designor shall not be liable
for any portion of such liabilities, obligations, losses, damage, penalties,
actions, judgments, suits, costs, expenses or disbursements if the same results
from the Designee's gross negligence or willful misconduct.

         8.       Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, the Designee shall be a party to the Credit
Agreement with a right to make Competitive Bid Loans as pursuant to Section 2.16
of the Credit Agreement and the rights and obligations of a Lender related
thereto.

         9.       This Designation Agreement shall be governed by, and construed
in accordance with, the laws of the State of Illinois, without reference to the
provisions thereof regarding conflicts of law.


<PAGE>   118

         10.      This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as of delivery of a manually executed
counterpart of this Designation Agreement.


<PAGE>   119

         IN WITNESS WHEREOF, the Designor and the Designee, intending to be
legally bound, have caused this Designation Agreement to be executed by their
officers thereunto duly authorized as of the date first above written.

Effective Date(1)                    ,       ,
                --------------------  ------   ------

                                       [NAME OF DESIGNOR], as Designor



                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------

                                       [NAME OF DESIGNEE], as Designee



                                       By:
                                          -------------------------------------

                                       Title:
                                             ----------------------------------

                                       Applicable Lending Office (and address
                                       for notices):

                                                      [ADDRESS]

Accepted this ____ day
of _______________, ____

[ADMINISTRATIVE AGENT], as Administrative Agent
      [BORROWER]



By:                                       By:
   -----------------------------------       ----------------------------------

Title:                                    Title:
      -------------------------------           -------------------------------

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

(1)      This date should be no earlier than five Business Days after the
delivery of this Designation Agreement to the Agent.


<PAGE>   120

                              PAYMENTS OF PRINCIPAL

                          Unpaid
                          Principal                                    Notation
  Date                                             Balance
                                 Made by



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