SECOND AMENDED AND RESTATED

                      UNSECURED REVOLVING CREDIT AGREEMENT

                            DATED AS OF MAY 26, 1999

                                      AMONG

                             SUSA PARTNERSHIP, L.P.,

                                STORAGE USA, INC.

                                STORAGE USA TRUST

                                       AND

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

                       THE FIRST NATIONAL BANK OF CHICAGO,
                            AS ADMINISTRATIVE AGENT,
                                   AND LENDER

                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                         AS SYNDICATION AGENT AND LENDER

                           FIRST UNION NATIONAL BANK,
                        AS DOCUMENTATION AGENT AND LENDER

                                  AMSOUTH BANK,
                             AS CO-AGENT AND LENDER

                             CRESTAR BANK, AS LENDER

                      NATIONAL BANK OF COMMERCE, AS LENDER

                   COMMERZBANK AG, NEW YORK BRANCH, AS LENDER

              UNION PLANTERS BANK, NATIONAL ASSOCIATION, AS LENDER

                                       AND

                            COMERICA BANK, AS LENDER

<PAGE>

                          SECOND AMENDED AND RESTATED

                      UNSECURED REVOLVING CREDIT AGREEMENT

     This Second Amended and Restated Unsecured Revolving Credit Agreement
("Agreement"), dated as of May 26, 1999, 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 First
National Bank of Chicago, a national banking association ("First Chicago"),
Crestar Bank, First Union National Bank, Bank of America National Trust and
Savings Association, AmSouth Bank, National Bank of Commerce, Union Planters
Bank, National Association, and Comerica Bank (collectively, the "Lenders") and
The First National Bank of Chicago, as administrative agent ("Administrative
Agent") for the Lenders.

                              RECITALS
                              --------

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

     2.   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 87.2% limited partnership interest in the
Borrower, and various limited partners in the Borrower own approximately 11.9%
of such partnership interests.

     3.   The Borrower, General Partner, the 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.

     4.   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, the Administrative Agent and certain
of the Lenders dated as of December 23, 1997, as previously amended (the
"Existing Credit Agreement") to provide for, among other things, an increase in
the amount of loans available to the Borrower to $150,000,000 (the "Existing
Facility").

     5.   The Borrower has requested that the Lenders increase the amount of
loans that are available to the Borrower to the aggregate amount of $200,000,000
and otherwise amend and restate in its entirety the Existing Credit Agreement
and the Existing Facility pursuant to the terms of this Agreement (the
"Facility"), 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.

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     6.   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:

     "Absolute Interest Period" means, with respect to a Competitive Bid Loan
made at an Absolute Rate, a period of up to 180 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 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 The First National Bank of Chicago in its
capacity as administrative agent for the Lenders pursuant to Article XI, and not
in its individual capacity as a Lender, and any successor Administrative Agent
appointed pursuant to Article XI.

     "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

                                       -2-

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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.

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

     "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.

     "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 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.

     "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.

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

     "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.

                                       -3-

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     "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.

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

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

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

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

     "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 May    , 1999.

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

     "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.

                                       -4-

<PAGE>

     "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.

     "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

                                       -5-

<PAGE>

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 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.

                                       -6-

<PAGE>

     "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.

     "Corporate Base Rate" means a rate per annum equal to the corporate base
rate of interest announced by First Chicago from time to time, changing when and
as said corporate base rate changes.

     "Current DSC Ratio" means, as of any date, the ratio calculated by dividing
Consolidated Cash Flow for the four most recently completed fiscal quarters by
Consolidated Debt Service for such four fiscal quarters.

     "Default" means an event described in Article VIII.

     "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.

     "Facility Fee" is defined in Section 2.5.

     "Facility Termination Date" means May 25, 2002.

     "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.

                                   -7-

<PAGE>

     "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.

     "First Chicago" means The First National Bank of Chicago in its individual
capacity, and its successors.

     "Fixed Rate" as defined in Section 2.17.

     "Fixed Rate Advance" means an Advance which bears interest at a Fixed Rate.

     "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 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

                                       -8-

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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 Second 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,
(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.

     "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 is 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

                                       -9-

<PAGE>

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.

     "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 2.14.

     "Lease-Up Assets" means Properties (other than Assets Under Development)
which are not yet 85% leased.

     "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.

      "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 rate determined by the Administrative Agent to be the rate
for which deposits in U.S. dollars are offered by the Administrative Agent to
first-class banks in the London interbank market at approximately 11 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
in the approximate amount of the relevant LIBOR Advance and having a maturity
approximately 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
1/16 of 1% if the rate is not such a multiple.

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     "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.

     "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 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.

     "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

                                      -11-

<PAGE>


Competitive Bid Lender, including any amendment, modification, renewal or
replacement of such note.

     "Notice of Assignment" is defined in Section 14.3.2.

     "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, the first day of each calendar month and with respect to any LIBOR
Advance, the last day of any Interest Period as well.

     "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.

     "Property" means each parcel of real property (including the public storage
facility thereon).

     "Purchasers" as defined in Section 14.3.1.

     "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

                                      -12-

<PAGE>


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 lease 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.

     "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 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. 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 Agents, in its capacity as a Lender.

                                      -13-

<PAGE>



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

     "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 the Net Operating  Income from such  Properties  for the
               "Applicable Period" (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,  Net Operating Income for the Applicable  Period shall be
               Net Operating  Income for the most recent  quarter  multiplied by
               four if the  Property  has been in service for less than or equal
               to 27 months and Net  Operating  Income for the four most  recent
               fiscal  quarters if the Property has been in service more than 27
               months;

     (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  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.

                                      -14-

<PAGE>


          "Type" means, with respect to any Advance, its nature as a CBR 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 on transferability or
assignability) 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), and
(d) is wholly owned by Borrower or by a Wholly-Owned Subsidiary that is a
guarantor of Borrower's obligations under the Facility. 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 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

                                      -15-

<PAGE>


Assets. For purposes of determining Value of Unencumbered Assets only, in
computing Net Operating Income for a Property there shall be no deduction for
Management Expense.

          "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.

          "Year 2000 Issues" means anticipated costs, problems and uncertainties
associated with the inability of certain computer applications to effectively
handle data including dates on and after January 1, 2000, as such inability
affects the business, operations and financial condition of the Borrower and its
Subsidiaries and of the Borrower's and its Subsidiaries' material customers,
suppliers and vendors.

          "Year 2000 Program" is defined in Section 5.18.

          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. Any outstanding Advances and all other
unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date.

          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 CBR 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 CBR 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

                                      -16-
<PAGE>


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
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. The Facility Fee shall be payable quarterly in arrears on each
February 1, May 1, August 1 and November 1 and on the Facility Termination Date
commencing August 1, 1999, 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.

          2.7. Reductions in Aggregate Commitment. The Borrower may permanently
reduce the Aggregate Commitment (and the Maximum 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 CBR 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 CBR 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 CBR Advances, or, in a
minimum aggregate amount of

                                      -17-
<PAGE>

$500,000 or any integral multiple of $250,000 in excess thereof, any portion of
the outstanding CBR 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 CBR 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 CBR 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), 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 IX. The 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. CBR Advances
shall continue as CBR Advances unless and until such CBR 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 CBR 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


                                      -18-


<PAGE>

of a conversion into an CBR 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 CBR 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 CBR 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 CBR Rate for such day. Changes in the rate of
interest on that portion of any Advance maintained as a CBR 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.

     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 CBR Advance shall bear
interest at a rate per annum equal to the CBR Rate otherwise applicable to the
CBR 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 CBR Rate. In no event shall the Swing Line
Lender be required to fund a Swing Line Loan if it would increase the total


                                      -19-

<PAGE>


     aggregate outstanding Loans by Swing Line Lender hereunder to an amount in
excess of its Commitment. Upon request of the Swing Line Lender, each Lender
irrevocably agrees to purchase its Percentage of any Swing Line Loan made by the
Swing Line Lender regardless of whether the conditions for disbursement are
satisfied at the time of such purchase, including the existence of an Default
hereunder (provided Swing Line Lender had no knowledge of an Default at the time
the Swing Line Loan was funded) provided no Lender shall be required to have
total outstanding Loans in an amount greater than its Commitment. Such purchase
shall take place on the date of the request by Swing Line Lender so long as such
request is made by noon (Chicago time), otherwise on the Business Day following
such request. All requests for purchase shall be in writing. From and after the
date it is so purchased, each such Loan shall be treated as a Loan made by the
purchasing Lender and not by the selling Lender for all purposes under this
Agreement, and shall no longer be considered a Swing Line Loan except that all
interest accruing on or attributable to such Loan for the period prior to the
date of such purchase shall be paid when due by the Borrower to the
Administrative Agent for the benefit of the Swing Line Lender and all such
amounts accruing on or attributable to such Loans for the period from and after
the date of such purchase shall be paid when due by the Borrower to the
Administrative Agent for the benefit of the purchasing Lender. If prior to
purchasing its Percentage in a Swing Line Loan one of the events described in
Section 9.6 or 9.7 shall have occurred and such event prevents the consummation
of the purchase contemplated by preceding provisions, each Lender will purchase
an undivided participating interest in the outstanding Swing Line Loan in an
amount equal to its Percentage of such Swing Line Loan. From and after the date
of each Lender's purchase of its participating interest in a Swing Line Loan, if
the Swing Line Lender receives any payment on account thereof, the Swing Line
Lender will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded); provided, however, that in the event that such payment was received by
the Swing Line Lender and is required to be returned to the Borrower, each
Lender will return to the Swing Line Lender any portion thereof previously
distributed by the Swing Line Lender to it. No Swing Line Loan shall be
outstanding for more than five (5) days at a time and Swing Line Loans shall not
be outstanding for more than a total of ten (10) days during any month.

     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 CBR Advances) shall not
exceed the Aggregate Commitment.


                                      -20-


<PAGE>

          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, and

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

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

The Borrower may request offers to make Competitive Bid Loans for more that 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


                                  -21-

<PAGE>

          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 First Chicago may only be submitted if the
          Administrative Agent or First Chicago 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.

               (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:


                                     -22-

<PAGE>

                    (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.

          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,


                                      -23-

<PAGE>

               (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 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 $2,500 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 CBR 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 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


                               -24-

<PAGE>

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 Agent at the Administrative Agent's address specified
pursuant to Article IX, 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 IX 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 customary rate set by the Administrative Agent for the correction of
errors among banks for three Business Days and thereafter at the Corporate Base
Rate. The Administrative Agent is hereby authorized to charge the account of the
Borrower maintained with First Chicago 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;


                                       -25-

<PAGE>

        (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 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 CBR 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


                                      -26-

<PAGE>

Advance promptly upon determination of such interest rate and will give each
Lender prompt notice of each change in the Corporate Base 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 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.

     2.25. Withholding Tax Exemption. At least five Business Days prior to the
first date on which interest or fees are payable hereunder for the account of
any Lender, each Lender that is not incorporated under the laws of the United
States of America, or a state thereof, agrees that it will deliver to each of
the Borrower and the Administrative Agent two duly completed copies of United
States Internal Revenue Service Form 1001 or 4224, certifying in either case
that such Lender is entitled to receive payments under this Agreement and the
Notes without deduction or withholding of any United States federal income
taxes. Each Lender which so delivers a Form 1001 or 4224 further undertakes to
deliver to each of the Borrower and the Administrative Agent two additional
copies of such form (or a successor form) on or before the date that such form
expires (currently, three successive calendar years for Form 1001 and one
calendar year for Form 4224) or becomes obsolete or after the occurrence of any
event requiring a change in the most recent forms so delivered by it, and such
amendments thereto or extensions or renewals thereof as may be reasonably
requested by the Borrower or the Administrative Agent, in each case certifying
that such Lender is entitled to receive payments under this Agreement and the
Notes 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


                                      -27-

<PAGE>

inapplicable or which would prevent such Lender from duly completing and
delivering any such form 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.

                                   ARTICLE III

                             CHANGE IN CIRCUMSTANCES
                             -----------------------

     3.1. Yield Protection. If any law or any government or quasi-governmental
rule, regulation, policy, guideline or directive of a person with regulatory
powers over any Lender, or any interpretation thereof, or the compliance of any
Lender therewith,

          (i)  subjects any Lender or any applicable Lending Installation to any
               tax, duty, charge or withholding on or from payments due from the
               Borrower (excluding federal state or local taxation of the
               overall net income of any Lender or applicable Lending
               Installation), or changes the basis of taxation of payments to
               any Lender in respect of its Loans or other amounts due it
               hereunder, 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 amount 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 Loans or reduces any amount
               receivable by any Lender or any applicable Lending Installation
               in connection with Loans, or requires any Lender or any
               applicable Lending Installation to make any payment calculated by
               reference to the amount of Loans held or interest received by it,
               by an amount deemed material by such Lender,

then, within 15 days of demand by such Lender, the Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender reasonably determines is attributable to making,
funding and maintaining its Loans and its Commitment.

     3.2. Changes in Capital Adequacy Regulations. If a Lender 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 reasonably determines is
attributable to this

                                      -28-

<PAGE>

Agreement, its Loans 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
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 Authorized 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 determines that
maintenance of any of its LIBOR Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation or directive of a person with
regulatory powers over any Lender the Administrative Agent shall suspend the
availability of LIBOR Advances and require any LIBOR Advances to be repaid; or
if the Required Lenders determine that (i) by reasons of circumstances affecting
the relevant market, adequate and reasonable means do not exist for ascertaining
the LIBOR Rate, the Administrative Agent shall suspend the availability of LIBOR
Advances with respect to any LIBOR Advances made after the date of any such
determination, or (ii) an interest rate applicable to a LIBOR Advance does not
accurately reflect the cost of making a LIBOR Advance, then, if for any reason
whatsoever the provisions of Section 3.1 are inapplicable, the Administrative
Agent shall suspend the availability of LIBOR Advances with respect to any LIBOR
Advances made after the date of any such determination.

     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, 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 employing deposits acquired to fund or maintain the LIBOR
Advance.

     3.5. 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 and 3.2 or to avoid the unavailability of a LIBOR
Advance under Section 3.3, so long as such designation is not materially
disadvantageous to such Lender. Each Lender shall deliver a written statement of
such Lender as to the amount due, if any, under Sections 3.1, 3.2 or 3.4. 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

                                      -29-

<PAGE>

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 shall be payable on demand after receipt by the
Borrower of the written statement. The obligations of the Borrower under
Sections 3.1, 3.2 and 3.4 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, upon
               which certificate the Administrative Agent and the Lenders shall
               be entitled to rely until informed of any change in writing by
               the Borrower;

                                      -30-

<PAGE>

          (iv) 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;

                                      -31-

<PAGE>

        (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.

     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 or limited partnerships duly organized and validly existing under
the laws of the state of their jurisdiction, and are duly qualified as a foreign
corporations/partnerships, 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

                                      -32-

<PAGE>

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 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/certificates of limited partnership or
by-laws/partnership 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, 1998, 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

                                      -33-

<PAGE>

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 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

                                      -34-

<PAGE>

than those permitted by Section 8.17, to all of the Property and assets
reflected in the financial statements as owned by it.

     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 reasonably 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

                                      -35-

<PAGE>

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

     5.18. Year 2000. The Borrower has made a full and complete assessment of
the Year 2000 Issues and has a realistic and achievable program for remediating
the Year 2000 Issues on a timely basis (the "Year 2000 Program"). Based on such
assessment and on the Year 2000 Program the Borrower does not reasonably
anticipate that Year 2000 Issues will have a Material Adverse Effect.

                                   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 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.

                                      -36-

<PAGE>

     6.4. Financial Statements. The December 31, 1998 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.

     6.5. Material Adverse Change. Since December 31, 1998, 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.

                                      -37-

<PAGE>

     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.

     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

                                      -38-

<PAGE>

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;

        (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:


                                      -39-

<PAGE>

     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 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;

                                      -40-

<PAGE>

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

        (iii)  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;

         (iv)  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;

          (v)  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;

         (vi)  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;

        (vii)  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;

       (viii)  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


                                      -41-

<PAGE>

               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

         (ix)  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.

     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 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


                                      -42-

<PAGE>

sound business practice, 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.

     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.


                                      -43-

<PAGE>

     8.13. General Partner's Ownership and Control of Borrower. At all times
during the entire term of this Agreement (i) the REIT 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) there will be no reduction in the General Partner's
ownership and control of Borrower (except as may result from the issuance of
additional partnership units by 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 in the
Borrower without the prior written consent of the Lenders.

     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;

        (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
               twelve percent (12%) of Total Asset Value;

         (iv)  make any investments (either by ownership or loan) in a property
               that is not a storage property that would exceed five percent
               (5%) of Total Asset Value or make any investments in vacant land
               not under development that would exceed five percent (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".


                                      -44-

<PAGE>

     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;

         (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. The Borrower and General Partner on a consolidated
basis with their respective Subsidiaries shall maintain a Current DSC Ratio of
not less than 2.5. Such


                                      -45-

<PAGE>

test must be satisfied as of the end of each fiscal quarter, based on results
for the preceding four fiscal quarters.

     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 percent (50%) of
               Total Asset Value at any time;

         (ii)  Consolidated Secured Indebtedness to exceed fifteen percent (15%)
               of Total Asset Value at any time;

        (iii)  the Value of Unencumbered Assets to be less than 1.85 times the
               Consolidated Senior Unsecured Indebtedness at any time;

         (iv)  Annualized Consolidated Cash Flow to be less than fifteen and
               one-quarter percent (15.25%) of Consolidated Total Indebtedness
               as of the last day of any fiscal quarter for each quarterly
               period ending on or before June 30, 2000 and fifteen and
               three-quarters percent (15.75%) as of the last day of each fiscal
               quarter thereafter;

          (v)  Annualized Consolidated Cash Flow to be less than 1.90 times
               Consolidated Fixed Charges as of the last day of any fiscal
               quarter; or

         (vi)  Annualized Unencumbered Consolidated Cash Flow to be less than
               2.5 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.


                                      -46-

<PAGE>

     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 Section 9.1, 9.2, or 9.3) 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 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, 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 Subsidiaries that
have more than $20,000,000 (in the aggregate) of Total Tangible Assets 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 Subsidiaries that have
more than $20,000,000 (in the aggregate) of Total Tangible Assets 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


                                      -47-

<PAGE>

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 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 or 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 give 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

                                      -48-

<PAGE>

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 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 IX, 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 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

                                      -49-

<PAGE>

               the Commitment of any Lender hereunder, or permit the Borrower
               to assign its rights under this Agreement.

        (iv)   Amend Section 2.19.

        (v)    Amend this Section 10.2.

        (vi)   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 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.

                                      -50-



<PAGE>

     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 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.

                                      -51-

<PAGE>


     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 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.

                                      -52-

<PAGE>



                                  ARTICLE XII

                            THE ADMINISTRATIVE AGENT
                            ------------------------

     12.1. Appointment. The First National Bank of Chicago 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
administrative 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 administer this Agreement and service the Loans with
the same degree of care as Agent would use in servicing a loan of same size and
type for its own account. The Administrative Agent shall not have a fiduciary
relationship in respect of the Borrower or any Lender by reason of this
Agreement. The Co-Agents shall have no duties or responsibilities (other than as
a Lender) unless otherwise agreed to by such Co-Agent and the Administrative
Agent.

     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

                                      -53-

<PAGE>


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 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 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 attorney-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)

                                      -54-

<PAGE>



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 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. 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, 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 the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent. If the Administrative Agent has
resigned 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


                                      -55-

<PAGE>


$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 of the Administrative Agent, the resigning
Administrative Agent shall pro rate any agency fees it has already received with
the successor Administrative Agent, and the resigning 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 XI shall continue in effect
for the benefit of such Administrative 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 April 22, 1999, 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

                                      -56-

<PAGE>


Majority or 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 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 12.15. 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.


                                  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 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

                                      -57-

<PAGE>

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. Notwithstanding clause (ii) of this Section, any Lender may
at any time, without the consent of the Borrower or the Administrative Agent,
assign all or any portion of its rights under this Agreement and its Notes to a
Federal Reserve Bank; provided, however, that no such assignment shall release
the transferor Lender from its obligations hereunder. The Administrative Agent
may treat the payee of any Note as the owner thereof for all purposes hereof
unless and until such payee complies with Section 13.3 in the case of an
assignment thereof or, in the case of any other transfer, a written notice of
the transfer is filed with the Administrative Agent. Any assignee or transferee
of a Note agrees by acceptance thereof 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 holder of any Note, shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

     14.2. Participations.

          14.2.1 Permitted Participants; Effect. Any Lender, in the ordinary
      course of its business and in accordance with applicable law, at any time
      may sell to one or more financial institutions, pension funds, or any
      other fund or entity that regularly makes or participates in real estate
      loans as part of its business 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. If a
      Default has occurred and is continuing, a Lender shall not be restricted
      as to whom it can sell such participating interests. Any Person to whom
      such a participating interest is sold is a "Participant". 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
      holder of any such Note 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

                                      -58-

<PAGE>

      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 forgives
      principal, interest or fees or reduces the interest rate or fees payable
      with respect to any such Loan or Commitment, postpones any date fixed for
      any regularly-scheduled payment of principal of, or interest or fees on,
      any such Loan or Commitment, releases any guarantor of any such Loan or
      releases any substantial portion of collateral, if any, securing any such
      Loan.

          14.2.3 Benefit of Setoff. The General Partner and the Borrower agree
      that each Participant shall be deemed to have the right of setoff provided
      in Section 12.1 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.

     14.3. Assignments.

          14.3.1 Permitted Assignments. Any Lender, in the ordinary course of
      its business and in accordance with applicable law, at any time may assign
      to one or more Qualified Lenders (as hereinafter defined) all or any
      portion (greater than or equal to $5,000,000 per assignee) of its rights
      and obligations under the Loan Documents. As used herein "Qualified
      Lender" shall mean an institution with assets over $5,000,000,000.00 that
      is generally in the business of making loans comparable to the Loans made
      under this Facility and that maintains an office in the United States. If
      a Default has occurred and is continuing, a Lender shall not be restricted
      as to whom it can assign such rights and obligations. Any Person to whom
      such rights and obligations are assigned is a "Purchaser". Such assignment
      shall be substantially in the form of Exhibit F hereto or in such other
      form as may be agreed to by the parties thereto.

          14.3.2 Effect; Effective Date. Upon (i) delivery to the Administrative
      Agent of a notice of assignment, substantially in the form attached as
      Exhibit I to Exhibit F hereto (a "Notice of Assignment"), and (ii) payment
      of a $3,500 fee by the assigning Lender to the Administrative Agent for
      processing such assignment (except for transfer to an Affiliate), such
      assignment shall become effective on the effective date specified in such
      Notice of Assignment. The Notice of Assignment shall contain a
      representation by the Purchaser to the effect that none of the
      consideration used to make the purchase of the Commitment

                                      -59-

<PAGE>

      and Loans under the applicable assignment agreement are "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 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 make
      appropriate arrangements so that 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 Commitment, 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 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.

                                      -60-

<PAGE>

     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 2.19.

                                   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 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.

                                      -61-

<PAGE>

                                        SUSA PARTNERSHIP, L.P.


                                        By: STORAGE USA, INC.,
                                             its General Partner

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

                                          Print Name:  Chris P. Marr
                                                     ---------------------------

                                          Title: Chief Financial Officer
                                                --------------------------------


                                        c/o Storage USA, Inc.
                                        30 Corporate Center
                                        10440 Little Patuxent Parkway
                                        Suite 1100
                                        Columbia, Maryland 21044

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

                                        With a copy to:

                                        165 Madison Avenue
                                        Suite 1300
                                        Memphis, Tennessee 38103

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

                                      -62-



<PAGE>

                                        STORAGE USA, INC.

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

                                        Print Name: Chris P. Marr
                                                   -----------------------------

                                        Title: Chief Financial Officer
                                              ----------------------------------

                                        c/o Storage USA, Inc.
                                        30 Corporate Center
                                        10440 Little Patuxent Parkway
                                        Suite 1100
                                        Columbia, Maryland 21044

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

                                        With a copy to:

                                        165 Madison Avenue
                                        Suite 1300
                                        Memphis, Tennessee 38103

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

                                      -63-



<PAGE>

                                        STORAGE USA TRUST

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

                                        Print Name:  Chris P. Marr
                                                   -----------------------------

                                        Title:  Chief Financial Officer
                                               ---------------------------------

                                        c/o Storage USA, Inc.
                                        30 Corporate Center
                                         10440 Little Patuxent Parkway
                                        Suite 1100
                                        Columbia, Maryland 21044

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

                                        With a copy to:

                                        165 Madison Avenue
                                        Suite 1300
                                        Memphis, Tennessee 38103

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

                                      -64-


<PAGE>


Commitments:
-----------


$33,000,000                             THE FIRST NATIONAL BANK OF
                                        CHICAGO, Individually and as
                                        Administrative Agent

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

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

                                        Title:    Managing Director
                                              ----------------------------------

                                        One First National Plaza
                                        Chicago, Illinois 60670

                                        Attention: Patricia Leung
                                        Telephone: (312) 732-8619
                                        Facsimile: (312) 732-1117

$29,000,000                             BANK OF AMERICA NATIONAL
                                        TRUST AND SAVINGS ASSOCIATION,
                                        Individually and as Syndication Agent

                                        By: /s/ Ronald B. Phemister
                                           -------------------------------------

                                        Print Name:  Ronald B. Phemister
                                                    ----------------------------

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

                                        231 South LaSalle Street
                                        Chicago, Illinois 60697-1516

                                        Attention: Mickey Edwards
                                        Telephone: (312) 828-5175
                                        Facsimile: (312) 974-4970

                                      -65-


<PAGE>


Commitments:
------------


$29,000,000                             FIRST UNION NATIONAL BANK,
                                        Individually and as Documentation Agent

                                        By:  /s/ John A. Schissel
                                            ------------------------------------

                                        Print Name:  John A. Schissel
                                                    ----------------------------

                                        Title:    Director
                                               ---------------------------------

                                        One First Union Center, DC-6
                                        Charlotte, NC 28288-0166

                                        Attention: John A. Schissel
                                        Telephone: (704) 383-1967
                                        Facsimile: (704) 383-6205


$29,000,000                             AMSOUTH BANK,
                                        Individually and as Co-Agent

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

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

                                        Title:   VP
                                               ---------------------------------

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

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

                                      -66-


<PAGE>


Commitments:
------------


$20,000,000                             CRESTAR BANK

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

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

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

                                        8245 Boone Boulevard, Suite 820
                                        Vienna, Virginia 22182

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


$20,000,000                             NATIONAL BANK OF COMMERCE

                                        By:  /s/ Michael Staid
                                            ------------------------------------

                                        Print Name:  Michael Staid
                                                    ----------------------------

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

                                        One Commerce Square
                                        Memphis, Tennessee 38150

                                        Attention: Donald Abel
                                        Telephone: (901) 523-3396
                                        Facsimile: (901) 529-4653

                                      -67-


<PAGE>


Commitments:
-----------


$20,000,000                             COMMERZBANK AG NEW YORK BRANCH

                                        By: /s/ Ralph C. Marra
                                           -------------------------------------

                                        Name:        Ralph C. Marra
                                        Title:       Vice President


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

                                        Name:        E. Marcus Perry
                                        Title:       Assistant Vice President


                                        2 World Financial Center
                                        New York, New York 10281

                                        Attention: E. Marcus Perry
                                        Telephone: 212-266-7646
                                        Facsimile: 212-266-7565

<PAGE>


Commitments:
------------


$10,000,000                             UNION PLANTERS BANK, NATIONAL
                                        ASSOCIATION

                                        By:  /s/ Elizabeth Rouse
                                            ------------------------------------

                                        Print Name:  Elizabeth Rouse
                                        Title:       Vice President

                                        6200 Poplar
                                        Memphis, Tennessee 38119

                                        Attention: Elizabeth Rouse
                                        Telephone: (901) 580-5470
                                        Facsimile: (901) 580-5451


$10,000,000                             COMERICA BANK


                                        By:  /s/ Charles L. Weddell
                                            ------------------------------------

                                        Print Name: Charles L. Weddell

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

                                        500 Woodward Avenue, MC 3256
                                        Detroit, Michigan 48226

                                        Attention: Charles L. Weddell
                                        Telephone: (313) 222-3323
                                        Facsimile: (313) 222-9295


                                      -69-