<PAGE>

                                                                    Exhibit 10.2



                      UNSECURED REVOLVING CREDIT AGREEMENT


                          DATED AS OF DECEMBER 29, 2000

                                      AMONG

                          STORAGE USA FRANCHISE CORP.,

                             SUSA PARTNERSHIP, L.P.,

                               STORAGE USA, INC.,

                               STORAGE USA TRUST,

                                       AND

                           FIRST UNION NATIONAL BANK,

                                       AND

                           FIRST UNION NATIONAL BANK,
                             AS ADMINISTRATIVE AGENT
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<TABLE>
                                             TABLE OF CONTENTS

                                                 ARTICLE I
                                                DEFINITIONS

                                                ARTICLE II
                                                THE CREDIT
<S> <C>
2.1      Commitment....................................................................................12
2.2      Final Principal Payment.......................................................................12
2.3      Ratable Loans.................................................................................12
2.4      Intentionally Omitted.........................................................................12
2.5      Facility Fee..................................................................................12
2.6      Other Fees....................................................................................13
2.7      Intentionally Omitted.........................................................................13
2.8      Intentionally Omitted.........................................................................13
2.9      Minimum Amount of Each Advance................................................................13
2.10     Optional Principal Payments...................................................................13
2.11     Method of Selecting Types and Interest Periods for New Advances...............................13
2.12     Conversion and Continuation of Outstanding Advances...........................................14
2.13     Changes in Interest Rate, Etc.................................................................14
2.14     Rates Applicable After Default................................................................14
2.15     Intentionally Omitted.........................................................................15
2.16     Intentionally Omitted.........................................................................15
2.17     Intentionally Omitted.........................................................................15
2.18     Method of Payment.............................................................................15
2.19     Application of Moneys Received................................................................15
2.20     Notes; Telephonic Notices.....................................................................16
2.21     Interest Payment Dates; Interest and Fee Basis................................................16
2.22     Notification of Advances, Interest Rates, Prepayments and Commitment Reductions...............16
2.23     Lending Installations.........................................................................16
2.24     Non-Receipt of Funds by the Administrative Agent..............................................17
2.25     Withholding Tax Exemption.....................................................................17

                                                ARTICLE III
                                          CHANGE IN CIRCUMSTANCES

3.1      Yield Protection..............................................................................18
3.2      Changes in Capital Adequacy Regulations.......................................................18
3.3      Availability of LIBOR Advances................................................................19
3.4      Funding Indemnification.......................................................................19
3.5      Lender Statements; Survival of Indemnity......................................................19
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                                                ARTICLE IV
                                           CONDITIONS PRECEDENT
<S><C>
4.1      Initial Advance...............................................................................20
4.2      Each Advance..................................................................................22

                                                 ARTICLE V
                                 BORROWER'S REPRESENTATIONS AND WARRANTIES

5.1      Existence.....................................................................................23
5.2      Authorization and Validity....................................................................23
5.3      No Conflict; Government Consent...............................................................24
5.4      Material Adverse Change.......................................................................24
5.5      Taxes.........................................................................................24
5.6      Litigation and Guarantee Obligations..........................................................24
5.7      Subsidiaries..................................................................................25
5.8      ERISA.........................................................................................25
5.9      Accuracy of Information.......................................................................25
5.10     Regulation U..................................................................................25
5.11     Material Agreements...........................................................................25
5.12     Compliance With Laws..........................................................................25
5.13     Ownership of Properties.......................................................................26
5.14     Investment Company Act........................................................................26
5.15     Public Utility Holding Company Act............................................................26
5.16     Solvency......................................................................................26
5.17     Insurance.....................................................................................27
5.18     Ownership.....................................................................................27
                                                ARTICLE VI
                             GENERAL PARTNER'S REPRESENTATIONS AND WARRANTIES

6.1      Corporate Existence and Standing..............................................................28
6.2      Authorization and Validity....................................................................28
6.3      No Conflict; Government Consent...............................................................28
6.4      Financial Statements..........................................................................28
6.5      Material Adverse Change.......................................................................29
6.6      Taxes.........................................................................................29
6.7      Litigation and Guarantee Obligations..........................................................29
6.8      Subsidiaries..................................................................................29
6.9      ERISA.........................................................................................29
6.10     Accuracy of Information.......................................................................29
6.11     Regulation U..................................................................................30
6.12     Material Agreements...........................................................................30
6.13     Compliance With Laws..........................................................................30
6.14     Ownership of Properties.......................................................................30
6.15     Investment Company Act........................................................................30
6.16     Public Utility Holding Company Act............................................................30
6.17     Insurance.....................................................................................30

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<TABLE>
<S><C>

6.18     Solvency......................................................................................31
6.19     REIT Status...................................................................................31
6.20     Ownership.....................................................................................31

                                                ARTICLE VII
                                  TRUST'S REPRESENTATIONS AND WARRANTIES

7.1      Corporate Existence and Standing..............................................................32
7.2      Authorization and Validity....................................................................32
7.3      No Conflict; Government Consent...............................................................32
7.4      Ownership.....................................................................................32

                                               ARTICLE VIII
                                                 COVENANTS

8.1      Financial Reporting...........................................................................33
8.2      Use of Proceeds...............................................................................34
8.3      Notice of Default.............................................................................34
8.4      Conduct of Business...........................................................................34
8.5      Operating Partnership Credit Agreement........................................................34
8.6      Dividends.....................................................................................35
8.7      Merger........................................................................................35
8.8      Operating Partnership's Ownership and Control of Borrower.....................................35
8.9      Leverage Ratio................................................................................35
8.10     Debt Service Coverage Ratio...................................................................35
8.11     Liens.........................................................................................35
8.12     Other Indebtedness............................................................................36
8.13     Ownership of Borrower.........................................................................37

                                                ARTICLE IX
                                                 DEFAULTS


                                                 ARTICLE X
                              ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

10.1     Acceleration..................................................................................40
10.2     Amendments....................................................................................40
10.3     Preservation of Rights........................................................................41

                                                ARTICLE XI
                                            GENERAL PROVISIONS

11.1     Survival of Representations...................................................................41
11.2     Governmental Regulation.......................................................................41
11.3     Taxes.........................................................................................41
11.4     Headings......................................................................................41

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<TABLE>
<S><C>

11.5     Entire Agreement..............................................................................41
11.6     Several Obligations; Benefits of this Agreement...............................................42
11.7     Expenses; Indemnification.....................................................................42
11.8     Numbers of Documents..........................................................................42
11.9     Accounting....................................................................................42
11.10    Severability of Provisions....................................................................42
11.11    Nonliability of Lenders.......................................................................43
11.12    CHOICE OF LAW.................................................................................43
11.13    CONSENT TO JURISDICTION.......................................................................43
11.14    WAIVER OF JURY TRIAL..........................................................................43

                                                ARTICLE XII
                                         THE ADMINISTRATIVE AGENT

12.1     Appointment...................................................................................44
12.2     Powers........................................................................................44
12.3     General Immunity..............................................................................44
12.4     No Responsibility for Loans, Recitals, etc....................................................44
12.5     Action on Instructions of Lenders.............................................................45
12.6     Employment of Administrative Agents and Counsel...............................................45
12.7     Reliance on Documents; Counsel................................................................45
12.8     Administrative Agent's Reimbursement and Indemnification......................................45
12.9     Rights as a Lender............................................................................46
12.10    Lender Credit Decision........................................................................46
12.11    Successor Administrative Agent................................................................46
12.12    Intentionally Omitted.........................................................................47
12.13    Notice of Defaults............................................................................47
12.14    Requests for Approval.........................................................................47
12.15    Copies of Documents...........................................................................47
12.16    Defaulting Lenders............................................................................47

                                               ARTICLE XIII
                                         SETOFF; RATABLE PAYMENTS

13.1     Setoff........................................................................................48
13.2     Ratable Payments..............................................................................48

                                                ARTICLE XIV
                             BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

14.1     Successors and Assigns........................................................................49
14.2     Participations................................................................................49
14.3     Assignments...................................................................................50
14.4     Dissemination of Information..................................................................51
14.5     Tax Treatment.................................................................................51
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<TABLE>
<CAPTION>


                                                ARTICLE XV
                                                  NOTICES
<S><C>
15.1     Giving Notice.................................................................................51
15.2     Change of Address.............................................................................51

                                                ARTICLE XVI
                                               COUNTERPARTS

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                                                    v
<PAGE>

                      UNSECURED REVOLVING CREDIT AGREEMENT

         This Unsecured  Revolving Credit Agreement  ("Agreement"),  dated as of
December 29, 2000, is among Storage USA Franchise Corp., a Tennessee corporation
(the "Borrower"),  SUSA Partnership,  L.P., a Tennessee limited partnership (the
"Operating  Partnership"  and the  "Guarantor"),  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"),  First Union
National Bank, the other lending  institutions  which may become a party to this
Agreement  (collectively,  the  "Lenders")  and First Union  National  Bank,  as
administrative agent ("Administrative Agent") for the Lenders.

                                    RECITALS

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

         2. Effective as of January 2, 2001, the Operating  Partnership will own
100% of the issued and outstanding shares of common stock of the Borrower.

         3. Borrower has requested that the Lenders provide a loan to Borrower.

         4.  Administrative  Agent and the Lenders  are willing to provide  such
loan to Borrower upon the terms and conditions set forth herein.

         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:

         "Acquisition"   means  any  transaction,   or  any  series  of  related
transactions,  consummated on or after the date of this Agreement,  by which the
Operating  Partnership,  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 First Union National Bank 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.
<PAGE>

         "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
and, in the case of LIBOR Advances, for the same Interest Period.

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

         "Aggregate  Commitment"  means the aggregate of the  Commitments of all
the Lenders.

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

         "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 Storage USA Franchise Corp., a Tennessee  corporation,
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  Charlotte  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 Charlotte for the conduct of  substantially  all of their
commercial lending activities.

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

         "Cash  Equivalents"  means,  as of any date, (i)  securities  issued or
directly and fully guaranteed or insured by the United States  Government or any
agency or  instrumentality  thereof having  maturities of not more than one year
from such date, (ii) time deposits and certificates of deposit having maturities
of not more than one year from such date and issued by any  domestic  commercial
bank  having  (A)  senior  long-term  unsecured  debt  rated  at  least A or the


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<PAGE>

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

         "CBR Rate" means,  for any day, a rate per annum equal to the Corporate
Base Rate for such day.

         "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  December 29,
2000.

         "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.

         "Condemnation" is defined in Section 9.8.

         "Consolidated  EBITDA," with respect to any Person and its Subsidiaries
(or any asset of any Person) for any period, means an amount equal to the sum of
(a) the  Consolidated  Net  Income  of such  Person  and  its  Subsidiaries  (or
attributable  to such asset) for such period  plus (b) taxes,  depreciation  and
amortization,  interest  expense,  and  any  extraordinary  losses  deducted  in
calculating  such  Consolidated  Net Income  minus (c) any  extraordinary  gains
included in  calculating  such  Consolidated  Net Income,  all as  determined in
accordance with GAAP.

         "Consolidated  Group" means the Borrower 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


                                       3
<PAGE>

book  value  of  such  Investment  Affiliate  that  would  be  received  by  the
Consolidated  Group  in the  aggregate,  upon  liquidation  of  such  Investment
Affiliate  after  repayment  in full  of all  indebtedness  of  such  Investment
Affiliate.

         "Consolidated   Implied   Pool  Debt   Service,"  as  of  any  date  of
determination,   means  the  annual  Debt   Service  of  the  Borrower  and  its
Subsidiaries   that  would  be  payable  on  Borrower's  and  its  Subsidiaries'
Consolidated  Total  Funded  Debt  based on a twenty  (20) year  mortgage  style
amortization schedule and bearing interest at a rate per annum equal to the then
current yield on ten (10) year obligations  issued by the United States Treasury
most recently prior to the date of determination  plus two percent (2.00%).  For
purposes of calculating  the foregoing  test, the all-in interest rate shall not
be less than seven and  one-half  percent  (7.50%) per annum.  The  Consolidated
Implied Pool Debt Service shall be determined  by  Administrative  Agent and any
such determination, so long as the same shall be made by Administrative Agent in
the  exercise  of its good faith  business  judgment,  shall be  conclusive  and
binding absent manifest error.

         "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   Total  Funded   Debt,"  as  to  the  Borrower  and  its
Subsidiaries,  without  duplication,  means all  indebtedness for borrowed money
funded under the Note.

         "Consolidated  Total  Implied  Capitalization  Value"  means  the  sum,
without duplication, of the values of the following:

                  (i) Storage  Properties  owned  directly or  indirectly by the
         Borrower  and  its  Subsidiaries   and  their   respective   Investment
         Affiliates  valued  by  determining   Borrower's  share  of  a  capital
         distribution  (net of all indebtedness  secured by on otherwise payable
         with  respect  to  such  Storage  Property,   plus  all  distributions,
         dividends  or  other  amounts  payable  to the  holders  of any form of
         preferred stock or other preferred  ownership  interest,  to the extent
         payable or accrued)  if such  Storage  Properties  were sold at a price
         based on (i) the Net Operating  Income for the previous  fiscal quarter
         multiplied by four (4) and (ii) dividing such  annualized Net Operating


                                       4
<PAGE>

         Income by .10 except that Storage Properties that are acquired and have
         not been owned by the Borrower or its  Subsidiaries or their Investment
         Affiliates for at least one quarter shall be valued at the  acquisition
         price of such Properties during such first quarter period of ownership;
         provided,  however,  that for purposes of calculating  the above value,
         Storage Properties shall not include Storage  Properties  encumbered by
         any   Indebtedness  in  favor  of  entities  not  affiliated  with  the
         Guarantor,   the  Borrower,  their  respective  Subsidiaries  or  their
         respective Investment Affiliates;

                  (ii)  Borrower's and its  Subsidiaries'  pro rata share of the
         cost of investments in real estate (other than amounts  included in (i)
         above);

                  (iii)  Cash  and  Cash   Equivalents   of  Borrower   and  its
         Subsidiaries;

                  (iv)  Consolidated Net Income of Borrower and its Subsidiaries
         from  management  and  franchise  operations  based on (i) the previous
         fiscal  quarter   multiplied  by  four  (4),  and  (ii)  dividing  such
         annualized Consolidated Net Income by .20; and

                  (v) Other  tangible  assets not included in  clauses(i) - (iv)
         above  of  Borrower  and  its  Subsidiaries  valued  at book  value  in
         accordance with GAAP.

The values  attributable to the assets of the Borrower and its  Subsidiaries and
their  respective  Investment  Affiliates  described  above shall be adjusted to
reflect the Borrower's  allocable share of such assets,  for the relevant period
or as of the  date of  determination,  taking  into  account  (a)  the  relative
proportion of each such item derived from assets  directly owned by Borrower and
from assets owned by the respective  Subsidiaries or Investment Affiliates,  and
(b) Borrower's  respective  ownership interest in its Subsidiaries or Investment
Affiliates.

         "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 Operating  Partnership,  the General
Partner,  the  Borrower  or any of their  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 prime rate of
interest  announced by First Union from time to time,  changing when and as said
prime rate  changes.  The Corporate  Base Rate is a reference  rate and does not
necessarily represent the lowest or best rate being charged to any customer.

         "Debt Service," as of any date of  determination,  means the sum of all
interest  expense  (including  capitalized  interest) and mandatory or scheduled
principal  payments due and payable  during such period,  excluding  any balloon
payments due upon maturity of any Indebtedness.

         "Default" means an event described in Article VIII.



                                       5
<PAGE>

         "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.

         "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 December 29, 2001.

         "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.  (Charlotte
time) on such day on such transactions received by the Administrative Agent from
three   Federal  funds   brokers  of   recognized   standing   selected  by  the
Administrative Agent in its sole discretion.

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

         "First  Union"  means  First  Union  National  Bank  in its  individual
capacity, and its successors.

         "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,  and the
denominator of which is the total amount  disbursed and  outstanding to Borrower
by all of the Lenders at such time.

         "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 the  Operating  Partnership,  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


                                       6
<PAGE>

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

         "Guarantor"  means the Operating  Partnership,  the General Partner and
the Trust.

         "Guaranty" means that certain  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


                                       7
<PAGE>

corresponding  day in such next,  second,  third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next,  second,  third
or sixth  succeeding  month.  If an Interest Period would otherwise end on a day
which  is not a  Business  Day,  such  Interest  Period  shall  end on the  next
succeeding  Business  Day,  provided,  however,  that  if said  next  succeeding
Business Day falls in a new calendar  month,  such Interest  Period shall end on
the immediately preceding Business Day.

         "Investment   Affiliate"  means  any  Person  in  which  Borrower,  the
Operating  Partnership,  General Partner, or their Subsidiaries has an ownership
interest,  whose  financial  results  are not  consolidated  under GAAP with the
financial results of the Borrower.

         "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 a ratable Advance based on the LIBOR Rate.

         "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
one and one-fourth percent (1.25%).  The LIBOR Rate shall be rounded to the next
higher multiple of 1/16 of 1% if the rate is not such a multiple.

         "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.



                                       8
<PAGE>

         "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 promissory note, in substantially  the form of Exhibit A
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.

         "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.

         "Operating  Partnership"  means SUSA  Partnership,  L.P.,  a  Tennessee
limited partnership.

         "Operating  Partnership  Credit  Agreement"  means that certain  Second
Amended and Restated  Unsecured  Revolving  Credit Agreement dated as of May 26,
1999, among the Operating  Partnership,  the General Partner,  the Trust,  First
Union National  Bank, the other lenders a party thereto,  and The First National
Bank of Chicago as Administrative Agent.



                                       9
<PAGE>

         "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 Liens" are defined in Section 8.11.

         "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, the Operating Partnership, the General Partner 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" is 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 be notified  within 30 days of
the  occurrence  of such event,  provided,  however,  that a failure to meet the
minimum funding  standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

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



                                       10
<PAGE>

         "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,  the
Operating Partnership, the General Partner or any member of the Controlled Group
for employees of the Borrower, the Operating Partnership, the General Partner or
any member of the Controlled Group.

         "Storage  Property"  means each  parcel of real  property  owned by the
Borrower,  the  Operating  Partnership,  the  General  Partner  or any of  their
Subsidiaries  or any of their  Investment  Affiliates  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, the Operating Partnership or the General Partner.

         "Substantial  Portion"  means,  with  respect  to the  Property  of the
Operating  Partnership,  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.

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

         "Transferee" is defined in Section 14.4.

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



                                       11
<PAGE>

         "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.

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

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

                                   ARTICLE II

                                   THE CREDIT

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

         2.2 Final Principal  Payment.  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. 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 [INTENTIONALLY OMITTED]

         2.5  Facility  Fee. The  Borrower  agrees to pay to the  Administrative
Agent for the account of each Lender a per annum  facility  fee in the amount of
one-fourth  of one percent  (.25%)  (the  "Facility  Fee") on the average  daily
amount by which the  Aggregate  Commitment  exceeds  the  outstanding  principal
amount of the Loans  during each  quarter or portion  thereof.  The Facility Fee


                                       12
<PAGE>

shall be payable  quarterly  in arrears on each a April 1, July 1, October 1 and
January 1 and on the Facility  Termination  Date or earlier  Termination of this
Agreement  commencing  April 1,  2001,  and shall be  prorated  for any  partial
quarter.

         2.6 Other Fees. The Borrower  agrees to pay a structuring  fee to First
Union  pursuant to a separate  fee  agreement  between  Borrower and First Union
dated of even date herewith.

         2.7 [INTENTIONALLY OMITTED]

         2.8 [INTENTIONALLY OMITTED]

         2.9 Minimum Amount of Each Advance.  Each LIBOR Advance shall be in the
minimum amount of $500,000 (and in multiples of $125,000 if in excess  thereof),
and  each CBR  Advance  shall  be in the  minimum  amount  of  $500,000  (and in
multiples of $125,000 if in excess  thereof),  provided,  however,  that any CBR
Advance  may be in the amount of the unused  Aggregate  Commitment  if less than
$500,000.

         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  $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) 11:00 a.m.  (Charlotte  time) at least one Business
Day before the Borrowing Date of each CBR Advance,  and (ii) three Business Days
before the Borrowing Date for each LIBOR Advance, 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, and

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

         Not later  than noon  (Charlotte  time) on each  Borrowing  Date,  each
Lender shall make available its Loan or Loans, in funds immediately available in
Charlotte  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.



                                       13
<PAGE>

         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  continue as a LIBOR  Advance for the same Interest  Period
unless  the  Borrower  shall  have  delivered  to  the  Administrative  Agent  a
Conversion/Continuation  Notice  specifying a different  Interest Period or that
said  LIBOR  Advance  be  converted  to a CBR  Advance.  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. In the event Borrower shall elect
to convert a CBR Advance or a LIBOR  Advance or to continue a LIBOR Advance with
a different Interest Period,  the Borrower shall give the  Administrative  Agent
irrevocable  notice (a  "Conversion/Continuation  Notice") of such  election not
later than 11:00 a.m. (Charlotte time) at least one Business Day, in the case of
a  conversion  into an CBR Advance,  or three  Business  Days,  in the case of a
conversion  into or  continuation  of a LIBOR Advance with a different  Interest
Period,  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 with a different Interest Period;

                  (ii) the aggregate  amount and Type of the Advance which is to
         be converted or continued with a different Interest Period; and

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

         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


                                       14
<PAGE>

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 [INTENTIONALLY OMITTED]

         2.16 [INTENTIONALLY OMITTED]

         2.17 [INTENTIONALLY OMITTED]

         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 1:00  p.m.  (Charlotte  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.  Charlotte  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.  Charlotte
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  Union 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;



                                       15
<PAGE>

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

                  (iii)  first  to  interest  until  paid  in full  and  then to
         principal for all Lenders (i) 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

                  (iv) 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.  Charlotte  time on the same  Business  Day it is  received  with
respect  to  any  Borrowing  Notice  or   Conversion/Continuation   Notice,  the
Administrative  Agent will notify each Lender of the contents of each  Aggregate
Commitment reduction notice, Borrowing Notice,  Conversion/Continuation  Notice,
and repayment  notice received by it hereunder.  The  Administrative  Agent will
notify  each  Lender of the  interest  rate  applicable  to each  LIBOR  Advance
promptly  upon  determination  of such  interest  rate and will give each Lender
prompt notice of each change in the Corporate Base Rate.



                                       16
<PAGE>

         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  inapplicable  or which would


                                       17
<PAGE>

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   governmental   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  account  of, or credit
         extended by, any Lender or any applicable Lending  Installation  (other
         than reserves and  assessments  taken into account in  determining  the
         interest rate applicable to LIBOR Advances), or

                  (iii)  imposes any other  condition  the result of which is to
         increase the cost to any Lender or any applicable Lending  Installation
         of  making,   funding  or  maintaining  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  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


                                       18
<PAGE>

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 (specifically excluding the spread over the LIBOR Base
Rate),  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
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


                                       19
<PAGE>

Sections  3.1,  3.2  and  3.4  shall  survive  payment  of the  Obligations  and
termination of this Agreement for a period of one (1) year from the date of such
payment in full of the Obligations and the 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 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) An incumbency certificate,  executed by an officer of the
         Borrower, 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;

                  (iii) Copies of the articles of incorporation of the Borrower,
         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  any  jurisdiction  where  the
         failure  to so  qualify  or be  licensed  (if  required)  would  have a
         Material Adverse Effect;

                  (iv) Copies, certified by the Secretary or Assistant Secretary
         of the Borrower, 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 Borrower to be executed and
         delivered by it hereunder on behalf of itself, or evidence satisfactory
         to  Administrative  Agent that such  resolutions  are not  necessary or
         required under Borrower's organizational documents;

                  (v) Copies of the  certificate  of limited  partnership of the
         Operating Partnership,  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  any  jurisdiction  where  the
         failure  to so  qualify  or be  licensed  (if  required)  would  have a
         Material Adverse Effect;

                  (vi) Copies,  certified by an officer of the General  Partner,
         of the Operating Partnership's Partnership Agreement, together with all
         amendments;



                                       20
<PAGE>

                  (vii) 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 any jurisdiction where the failure to so qualify or be licensed (if
         required) would have a Material Adverse Effect;

                  (viii) 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 on
         behalf  of  the  Operating  Partnership,  upon  which  certificate  the
         Administrative  Agent and the  Lenders  shall be entitled to rely until
         informed of any change in writing by the Operating Partnership;

                  (ix) 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 any jurisdiction where the
         failure  to so  qualify  or be  licensed  (if  required)  would  have a
         Material Adverse Effect;

                  (x) Copies,  certified by the Secretary or Assistant Secretary
         of the General  Partner,  of its by-laws,  together with all amendments
         thereto;

                  (xi) 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;

                  (xii) A written opinion(s)  addressed to the Lenders,  in form
         and substance  satisfactory to the Administrative Agent and dated as of
         the  Closing  Date  from  counsel  of  the   Borrower,   the  Operating
         Partnership  and the General  Partner as to the  enforceability  of the
         Loan  Documents,  the  authority,  execution  and  delivery of the Loan
         Documents  by  Borrower  and such other  matters as the  Administrative
         Agent shall reasonably request;

                  (xiii) A  certificate,  signed by an officer 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 Guarantor are true and correct as of
         the initial Borrowing Date;

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



                                       21
<PAGE>

                  (xv) Written money transfer instructions, in substantially the
         form of Exhibit "C" 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;

                  (xvi) 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.

         Additionally,  on or before  January 12, 2001,  the  Guarantor  and the
Borrower shall furnish to the Administrative Agent the following:

                  (i) Copies,  certified by the Secretary or Assistant Secretary
         of the General  Partner,  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  Operating  Partnership  and of the  Guaranty  by the
         Operating  Partnership,  the  General  Partner  and the  Trust in their
         capacity as the Guarantors,  or evidence satisfactory to Administrative
         Agent that such  resolutions  are not necessary or required under their
         respective organizational documents;

                  (ii) A written  opinion in form and substance  satisfactory to
         the  Administrative  Agent  and dated as of the  Closing  Date from the
         Trust's   in-house   general   counsel  as  to  such   matters  as  the
         Administrative Agent shall reasonably request; and

                  (iii) A written opinion addressed to the Lenders,  in form and
         substance  satisfactory to the Administrative Agent and dated as of the
         Closing Date from counsel to the Operating  Partnership and the General
         Partner  as to the  authority,  execution  and  delivery  of  the  Loan
         Documents by the Operating Partnership and the General Partner and such
         other matters as the Administrative Agent shall reasonably request.

         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.



                                       22
<PAGE>

         Each  Borrowing   Notice  with  respect  to  each  such  Advance  shall
constitute a  representation  and warranty by 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 B hereto as a condition to making an Advance.

                                    ARTICLE V

                     BORROWER'S AND OPERATING PARTNERSHIP'S
                         REPRESENTATIONS AND WARRANTIES

         The Borrower and the Operating Partnership represent and warrant to the
Lenders that:

         5.1 Existence.  Borrower is a corporation  duly  incorporated,  validly
existing and in good standing under the laws of the State of Tennessee, with its
principal  place  of  business  in  Memphis,  Tennessee,  and has all  requisite
authority to conduct its business in any jurisdiction in which the failure to so
qualify  would have a  Material  Adverse  Effect  upon the  Borrower.  Operating
Partnership 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 has all requisite authority to conduct its business in
any  jurisdiction  in which the  failure  to so  qualify  would  have a Material
Adverse  Effect upon the Operating  Partnership.  The  Borrower's  and Operating
Partnership'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  and  the  Operating
Partnership  have the power and authority and legal right to execute and deliver
the Loan Documents and to perform their respective obligations  thereunder.  The
execution and delivery by the Borrower and the Operating Partnership of the Loan
Documents to which each is a party  (including the Guaranty) and the performance
of their respective  obligations  thereunder have been duly authorized by proper
proceedings,  and such  Loan  Documents  constitute  legal,  valid  and  binding
obligations of the Borrower and the Operating  Partnership  enforceable  against
the Borrower  and the  Operating  Partnership  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 or the  Operating  Partnership  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,  the Operating
Partnership  or any of  their  Subsidiaries  or the  Borrower's,  the  Operating
Partnership'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,  the  Operating
Partnership or any of their  Subsidiaries is a party or is subject,  or by which
the Borrower, the Operating  Partnership,  or any of their Subsidiaries or their


                                       23
<PAGE>

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, the Operating Partnership, 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 September 30, 2000, there has been
no change in the business, Property, business prospects, condition (financial or
otherwise) or results of operations of the Borrower,  the Operating  Partnership
or their  Subsidiaries  which is  reasonably  likely to have a Material  Adverse
Effect.

         5.5  Taxes.   The  Borrower,   the  Operating   Partnership  and  their
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,  the Operating  Partnership or any of their  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,  the  Operating  Partnership  and their
Subsidiaries in respect of any taxes or other governmental charges are adequate.

         5.6  Litigation  and  Guarantee  Obligations.  Except  as set  forth in
Schedule 1, 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,  the Operating  Partnership or any
of their Subsidiaries which if adversely determined is reasonably likely to have
a Material  Adverse Effect.  The Borrower and the Operating  Partnership have 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  and  the  Operating
Partnership,  setting  forth,  if  such  Subsidiaries  are  corporations,  their
respective jurisdictions of incorporation and the percentage of their respective
Capital  Stock  owned  by the  Borrower,  the  Operating  Partnership  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,   the  Operating
Partnership  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,  the  Operating


                                       24
<PAGE>

Partnership 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,   the  Operating   Partnership  or  any  of  their
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,  the  Operating
Partnership and their  Subsidiaries which are subject to any limitation on sale,
pledge, or other restriction hereunder.

         5.11  Material   Agreements.   Neither  the  Borrower,   the  Operating
Partnership  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, the Operating Partnership 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, the Operating Partnership, and
their   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,  the Operating Partnership 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.  On the  date of this  Agreement,  the
Borrower,  and its  Subsidiaries  will have good title,  free of all Liens other
than  those  permitted  by  Section  8.11,  to all of the  Property  and  assets
reflected in the financial statements as owned by it.

         5.14  Investment  Company  Act.  Neither the  Borrower,  the  Operating
Partnership 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,  the
Operating Partnership nor any Subsidiary is a "holding company" or a "subsidiary
company" of a "holding company",  or an "affiliate" of a "holding company" or of


                                       25
<PAGE>

a "subsidiary company" of a "holding company",  within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         5.16 Solvency.

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

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

                  (iii)  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  Operating   Partnership  and  its  Subsidiaries  on  a
         consolidated  basis,  at a fair  valuation,  will  exceed the debts and
         liabilities,  subordinated,  contingent or otherwise,  of the Operating
         Partnership  and its  Subsidiaries  on a  consolidated  basis;  (b) the
         present  fair   saleable   value  of  the  property  of  the  Operating
         Partnership  and  its  Subsidiaries  on a  consolidated  basis  will be
         greater  than the  amount  that will be  required  to pay the  probable
         liability  of the  Operating  Partnership  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   Operating   Partnership   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  Operating
         Partnership 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.

                  (iv) The  Operating  Partnership  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 them 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.



                                       26
<PAGE>

         5.17  Insurance.  The Borrower,  the Operating  Partnership and each of
their Subsidiaries carries insurance on their Property,  including their 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  and  the  Operating  Partnership  operate,
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) Commercial general liability  insurance in the amount of
         $5,000,000 per occurrence.

         5.18 Ownership.  As of the date hereof, the Operating  Partnership owns
and controls greater than 50% of the ownership interests in the Borrower.

                                   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 any  jurisdiction  in which the failure to qualify would
have a Material Adverse Effect.

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

         6.3 No Conflict; Government Consent. Neither the execution and delivery
by the  General  Partner of the Loan  Documents,  to which it is a party nor the
consummation of the transactions therein  contemplated,  nor compliance with the
provisions  thereof  will  violate  any  law,  rule,  regulation,  order,  writ,
judgment,  injunction,  decree or award binding on the General Partner or any of
its  Subsidiaries  or the  General  Partner's  or any  Subsidiary's  articles of
incorporation/certificates   of  limited   partnership  or   by-laws/partnership
agreements or the provisions of any indenture,  instrument or agreement to which


                                       27
<PAGE>

the General Partner or any of its  Subsidiaries is a party or is subject,  or by
which the General Partner's or any of its Subsidiaries'  Property,  is bound, or
conflict with or constitute a default  thereunder,  or result in the creation or
imposition  of any Lien in, of or on the  Property of the  General  Partner or a
Subsidiary pursuant to the terms of any such indenture, instrument or agreement.
No order,  consent,  approval,  license,  authorization,  or  validation  of, or
filing,  recording or  registration  with, or exemption by, any  governmental or
public body or authority,  or any subdivision thereof, is required to authorize,
or is required in connection with the execution, delivery and performance of, or
the legality,  validity,  binding effect or  enforceability  of, any of the Loan
Documents to which the General Partner is a party.

         6.4 Financial Statements. The September 30, 2000 consolidated financial
statements  and  related  reports of the General  Partner  and its  Subsidiaries
heretofore  delivered to the Lenders were prepared in accordance  with generally
accepted  accounting  principles  in  effect on the date  such  statements  were
prepared and fairly present the consolidated  financial condition and operations
of the General Partner and its  Subsidiaries  at such date and the  consolidated
results of their operations for the period then ended.

         6.5 Material  Adverse Change.  Since September 30, 2000, there has been
no change in the business, Property, business prospects, condition (financial or
otherwise) or results of operations of the General Partner and its  Subsidiaries
which is reasonably likely to have a Material Adverse Effect.

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

         6.7  Litigation  and  Guarantee  Obligations.  Except  as set  forth in
Schedule 1, 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


                                       28
<PAGE>

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

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

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

         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.  On the  date of this  Agreement,  the
General  Partner and its  Subsidiaries  will have good title,  free of all Liens
other than those permitted under the Operating Partnership Credit Agreement,  to
all of the Property and assets reflected in the financial statements as owned by
it.



                                       29
<PAGE>

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

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

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

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

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

                  (iii) Commercial 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


                                       30
<PAGE>

         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.

         6.20 Ownership.  The General Partner (i) is the sole general partner of
the Operating  Partnership,  (ii) is listed on the New York Stock Exchange,  and
(iii) is a qualified real estate investment trust.

                                  ARTICLE VII

                     TRUST'S REPRESENTATIONS AND WARRANTIES

         The Trust represents and warrants to the Lender that:

         7.1  Corporate  Existence  and  Standing.  The Trust is a Maryland real
estate investment  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 any  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.



                                       31
<PAGE>

         7.4 Ownership.  As of November 30, 2000, the Trust owned  approximately
87% limited partnership interest in the Operating Partnership.


                                  ARTICLE VIII

                                    COVENANTS

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

         8.1 Financial Reporting. 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) as soon as  practicable,  but in any event not later  than
         one hundred and twenty  (120) days after the end of each fiscal year of
         Borrower,  the  audited  balance  sheet of  Borrower at the end of such
         year, on a consolidated basis with its Subsidiaries, and, if requested,
         the related audited  statements of income,  changes in capital and cash
         flows for such year,  on a  consolidated  basis with its  Subsidiaries,
         each  setting  forth in  comparative  form the figures for the previous
         fiscal  year  and  all  such  statements  to be in  reasonable  detail,
         prepared in  accordance  with GAAP,  and  accompanied  by an  auditor's
         report prepared without qualification as to the scope of the audit by a
         "Big Five" accounting  firm, and any other  information the Lenders may
         need to complete a financial  analysis of Borrower  and its  respective
         Subsidiaries;  such statements shall be accompanied by annual Property,
         management and franchise operating statements  containing the following
         year's budgeted figures;

                  (ii)  Within 45 days after the close of each  fiscal  quarter,
         for the  Borrower  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 Borrower's  chief  financial
         officer or chief accounting officer;

                  (iii)   Together  with  the  financial   statements   required
         hereunder,  a  compliance  certificate  in  substantially  the  form of
         Exhibit B hereto signed by the Borrower'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;

                  (iv)  Within 45 days after the close of each  fiscal  quarter,
         for the  Borrower  and its  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 Property
         operating statements,  detailed management/franchise  operating reports
         specifying budgeted and actual numbers as of the date of such report;

                  (v) As soon as possible  and in any event within 10 days after
         the Borrower knows that any Reportable  Event has occurred with respect


                                       32
<PAGE>

         to any Plan, a statement,  signed by the chief financial officer of the
         Borrower,  describing  said  Reportable  Event and the action which the
         Borrower proposes to take with respect thereto;

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

                  (vii) 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; and

                  (viii) As and when  required to be  delivered  to the agent or
         the lenders under the Operating Partnership Credit Agreement, copies of
         all financial  reports and other documents  required to be delivered by
         the General Partner and the Operating  Partnership  pursuant to Section
         8.1 of the Operating Partnership Credit Agreement.

         8.2 Use of  Proceeds.  The  Borrower  will,  and will cause each of its
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 Operating Partnership,  the General Partners
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  Operating  Partnership,  the  General
Partnership and the Borrower will, and will cause each of their Subsidiaries to,
do all things necessary to remain duly  incorporated or duly qualified,  validly
existing and in good standing as a domestic  corporation or limited  partnership
in their  jurisdiction  of  incorporation/formation  and maintain all  requisite
authority to conduct their business in each jurisdiction in which their 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  Operating   Partnership,   the  General  Partnership  nor  their
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.

         8.5  Operating  Partnership  Credit  Agreement.  The  Borrower  and the
Guarantor  will comply and cause each of its respective  Subsidiaries  to comply
with  each  and  every  covenant  and  obligation  contained  in  the  Operating
Partnership  Credit  Agreement  (or as the  same  may be  modified,  amended  or


                                       33
<PAGE>

restated  from time to time with the consent of Agent) as if such  covenants and
any defined  terms  therein  were fully set forth in this  Agreement  and a part
hereof for so long as any  Obligations  are  outstanding or the Lenders have any
obligations to make Loans. The Borrower and the Guarantor agree upon the request
of the Administrative  Agent to amend this Agreement to further  incorporate the
terms and provisions to the Operating  Partnership Credit Agreement if requested
to do so by the  Administrative  Agent on  behalf  of any  Lender.  Furthermore,
Borrower  and  Guarantor  agree  upon the  request  of  Administrative  Agent to
acknowledge  the operative  Operating  Partnership  Credit  Agreement if same is
amended,  restated or modified  after the date  hereof as provided  above.  Such
terms and provisions  contained in the Operating  Partnership  Credit  Agreement
shall  continue  to apply to the  Borrower  and the  Guarantor  in the event the
Operating Partnership Credit Agreement is terminated for any reason whatsoever.

         8.6  Dividends.  In the event  that a Default or an  Unmatured  Default
shall have occurred and be continuing or a Default or an Unmatured Default would
arise as a result  thereof,  the Borrower shall not declare or pay any dividends
on its Capital Stock whatsoever, directly or indirectly.

         8.7  Merger.  The  Borrower  will not,  nor will they permit any of its
Subsidiaries  to,  enter  into  any  merger,  consolidation,  reorganization  or
liquidation or transfer or otherwise dispose of all or a Substantial  Portion of
its 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 a
Subsidiary to acquire  additional  Storage  Properties  or ancillary  businesses
reasonably  related  to  Storage  Properties  so  long  as  such  merger  is not
accomplished  through a  hostile  takeover  and the  Borrower  is the  surviving
entity.

         8.8  Operating   Partnership's   Ownership  and  Control  of  Borrower.
Commencing on January 2, 2001,  and continuing at all times during the remainder
of the  term of this  Agreement,  the  Operating  Partnership  shall be the sole
beneficial  owner of and shall control the Borrower.  The Operating  Partnership
will not allow or suffer to exist any pledge or other  encumbrance of any of its
interest in the Borrower without the prior written consent of the Lenders.

         8.9  Leverage  Ratio.  The  Borrower on a  consolidated  basis with its
Subsidiaries  will not  permit,  as of the last day of any fiscal  quarter,  the
ratio  of (i)  the  Consolidated  Total  Funded  Debt  of the  Borrower  and its
Subsidiaries to (ii) the Consolidated Total Implied  Capitalization Value of the
Borrower and its Subsidiaries to exceed 0.65 to 1.00.

         8.10 Debt Service Coverage Ratio. The Borrower on a consolidated  basis
with its  Subsidiaries  will not  permit,  at the end of any  fiscal  quarter of
Borrower,  the  ratio  of (i)  Consolidated  EBITDA  of  the  Borrower  and  its
Subsidiaries to (ii) Consolidated  Implied Pool Debt Service of the Borrower and
its Subsidiaries to be less than 1.50 to 1.00.

         8.11 Liens.  The  Operating  Partnership,  the General  Partner and the
Borrower will not, nor will they permit any of their  Subsidiaries  to,  create,


                                       34
<PAGE>

incur,  or suffer to exist any Lien in, of or on the Property of the Borrower or
any of its Subsidiaries or any of their respective  Investment  Affiliates 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; and

                  (v)  Liens  on  Storage  Properties  of the  Borrower  and its
         Subsidiaries  and  their  respective   Investment  Affiliates  securing
         Indebtedness permitted by ss.8.12(vi).

Liens  permitted  pursuant to this Section 8.11 shall be deemed to be "Permitted
Liens".

         8.12 Other  Indebtedness.  The Borrower and its  Subsidiaries and their
respective Investment Affiliates will not create, incur, assume, guarantee or be
or remain liable,  contingently or otherwise,  with respect to any  Indebtedness
other than:

                  (i)  Indebtedness to the Lenders arising under any of the Loan
         Documents;

                  (ii) current  liabilities  of the Borrower,  or its respective
         Subsidiaries  incurred  in the  ordinary  course  of  business  but not
         incurred  through (a) the  borrowing of money,  or (b) the obtaining of
         credit except for credit on an open account basis customarily  extended
         and in fact extended in connection  with normal  purchases of goods and
         services;

                  (iii)   Indebtedness   in  respect   of  taxes,   assessments,
         governmental  charges or levies and  claims  for labor,  materials  and
         supplies;

                  (iv)  Indebtedness  in respect of  judgments  or awards for so
         long as the existence of same is not a Default underss.9.9;

                                       35
<PAGE>

                  (v)  endorsements  for collection,  deposit or negotiation and
         warranties  of  product  or  services,  in each  case  incurred  in the
         ordinary course of business;

                  (vi)  Non-recourse   Indebtedness  of  the  Borrower  and  any
         Subsidiary  of the  Borrower  and any of  their  respective  Investment
         Affiliates; and

                  (vii) Unsecured Indebtedness of Borrower and any Subsidiary of
         the Borrower and any of their  respective  Investment  Affiliates  to a
         Guarantor  provided  that the repayment of such  Indebtedness  shall be
         subordinate at all times to repayment of the Obligations  pursuant to a
         subordination and standstill agreement.

         8.13 Ownership of Borrower. On or before January 2, 2001, the Operating
Partnership  shall own and control 100% of the issued and outstanding  shares of
common stock of the Borrower.

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

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

         9.3 The breach of any of the terms or  provisions  of Sections  8.2 and
8.6 through  8.11,  provided,  however,  that with  respect to any breach of the
terms or  provisions  of Section  8.9 or Section  8.10 of this  Agreement,  such
breach may be remedied by a voluntary  principal  prepayment of the Loans within
ten (10) Business Days after written notice from the Administrative Agent or any
Lender of such breach in an amount which, if made at the beginning of the period
measured for which there is a Default,  would have resulted in  compliance  with
the applicable covenant for such period.

         9.4 The breach by the Operating Partnership, 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


                                       36
<PAGE>

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 Operating Partnership, 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 Operating  Partnership,  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,
including,  without  limitation,  any default  under the  Operating  Partnership
Credit  Agreement 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 Operating Partnership,  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  Operating  Partnership,  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 Operating Partnership, the General Partner, the Borrower or any
of their  Subsidiaries  that has more than  $20,000,000 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 Operating Partnership, the General Partner, the Borrower or
any Subsidiary  that has more than  $20,000,000 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  Operating  Partnership,  the General
Partner,  the Borrower or any such  Subsidiary  and such  appointment  continues
undischarged or such proceeding  continues  undismissed or unstayed for a period
of 60 consecutive days.

         9.8 Any court,  government or governmental agency shall condemn,  seize
or otherwise appropriate, or take custody or control of (each a "Condemnation"),
all or any portion of the  Property of the  Operating  Partnership,  the General
Partner, the Borrower and their Subsidiaries which, when taken together with all
other Property of the Operating  Partnership,  the General Partner, the Borrower


                                       37
<PAGE>

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

         9.13  Failure to remediate  within the time period  permitted by law or
governmental  order (or within a reasonable  time 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 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.



                                       38
<PAGE>

                                    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 Operating Partnership, 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  Operating  Partnership,  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.

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

                  (iii)  Extend  the  Facility  Termination  Date or reduce  the
         amount or extend the payment date for, the mandatory  payments required
         under  Section 2.2 (other than as provided for under  Section  2.2), or
         increase  the  amount of the  Commitment  of any Lender  hereunder,  or
         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.



                                       39
<PAGE>

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 Operating  Partnership,  the General  Partner and the Borrower  contained in
this Agreement  shall survive  delivery of the Notes and the making of the Loans
herein contemplated.

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

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

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

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

         11.6 Several  Obligations;  Benefits of this Agreement.  The respective
obligations  of the  Lenders  hereunder  are several and not joint and no Lender
shall be the  partner  or agent of any other  (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from


                                       40
<PAGE>

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 Operating Partnership,  the General Partner and the Borrower and
all  their  Subsidiaries,  including  those  Subsidiaries,  if  any,  which  are
unconsolidated  on  the  Operating  Partnership's,   the  General  Partner's  or
Borrower's official financial statements.

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

         11.11 Nonliability of Lenders.  The relationship  between the Operating
Partnership,  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 Operating Partnership, the General Partner


                                       41
<PAGE>

or the Borrower.  Neither the Administrative Agent nor any Lender undertakes any
responsibility to the Operating Partnership, the General Partner or the Borrower
to review or inform  the  Operating  Partnerships,  the  General  Partner or the
Borrower  of  any  matter  in  connection   with  any  phase  of  the  Operating
Partnership's, 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 NORTH CAROLINA,
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 NORTH CAROLINA
STATE COURT SITTING IN CHARLOTTE 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 CHARLOTTE, NORTH CAROLINA.

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

                                  ARTICLE XII

                            THE ADMINISTRATIVE AGENT

         12.1  Appointment.  First  Union  National  Bank  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


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<PAGE>

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.

         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  Operating  Partnership,  the  General  Partner  or the
Borrower to the Administrative Agent at such time, but is voluntarily  furnished
by the  Operating  Partnership,  the  General  Partner  or the  Borrower  to the
Administrative  Agent (either in its capacity as Administrative  Agent or in its
individual capacity).

         12.5 Action on Instructions of Lenders.  The Administrative Agent shall
in all cases act upon the written  instructions  of the Required  Lenders or all
Lenders,  as this  Agreement  may require,  so long as such  directions  (i) are
consistent  with the  Lender's  express  obligations  hereunder  and (ii) in the
Administrative  Agent's good faith  judgment,  do not expose the  Administrative
Agent to any material risk or liability to the Borrower 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


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<PAGE>

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

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

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

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


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<PAGE>

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  $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


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<PAGE>

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 [INTENTIONALLY OMITTED]

         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  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


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<PAGE>

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 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


                                       47
<PAGE>

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  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  Borrower,   the  Operating
Partnership and the General Partner 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


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<PAGE>

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 lending  institutions or other entities all or any portion
(greater than or equal to $2,500,000 per assignee) of its rights and obligations
under  the Loan  Documents;  provided  that  the  Administrative  Agent  and the
Borrower shall have given their prior written  consent,  which consent shall not
be unreasonably  withheld;  provided further however, that such Borrower consent
shall not be required in the event that a Default or an Unmatured  Default shall
have occurred and be continuing.  Any Person to whom such rights and obligations
are assigned is a "Purchaser".  Such  assignment  agreement shall be in form and
substance reasonably satisfactory to Administrative Agent.

                  14.3.2  Effect;  Effective  Date.  Upon  (i)  delivery  to the
Administrative Agent of a notice of assignment, in form and substance reasonably
satisfactory  to  Administrative  Agent (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 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.



                                       49
<PAGE>

         14.4  Dissemination  of  Information.  The Operating  Partnership,  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 Operating Partnership, 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.

         14.5 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 Operating Partnership, 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.





                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                                       50
<PAGE>

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

                           BORROWER:

                           STORAGE USA FRANCHISE CORP., a Tennessee corporation

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

                           Print Name:       Christopher P. Marr
                                      ---------------------------------

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

                           c/o Storage USA, Inc.
                           175 Toyota Plaza, Suite 700
                           Memphis, Tennessee  38103

                           Attention:  Christopher P. Marr
                           Telephone:  (901) 252-2000
                           Facsimile:  (901) 252-2060


                                       51
<PAGE>

                           GUARANTORS:

                           SUSA PARTNERSHIP, L.P.

                           By:      STORAGE USA, INC.,
                                    its General Partner

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

                                    Print Name:      Christopher P. Marr
                                               ---------------------------------

                                    Title:   Chief Financial Officer

                           c/o Storage USA, Inc.
                           175 Toyota Plaza, Suite 700
                           Memphis, Tennessee  38103

                           Attention:  Christopher P. Marr
                           Telephone:  (901) 252-2000
                           Facsimile:  (901) 252-2060


                                       52
<PAGE>

                           STORAGE USA, INC.

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

                           Print Name:       Christopher P. Marr
                                      ------------------------------------------

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

                           c/o Storage USA, Inc.
                           175 Toyota Plaza, Suite 700
                           Memphis, Tennessee  38103

                           Attention:  Christopher P. Marr
                           Telephone:  (901) 252-2000
                           Facsimile:  (901) 252-2060


                                       53
<PAGE>

                           STORAGE USA TRUST

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

                           Print Name:       Christopher P. Marr
                                      ---------------------------------

                           Title:   Chief Financial Officer

                           c/o Storage USA, Inc.
                           175 Toyota Plaza, Suite 700
                           Memphis, Tennessee  38103

                           Attention:  Christopher P. Marr
                           Telephone:  (901) 252-2000
                           Facsimile:  (901) 252-2060


                                       54
<PAGE>

Commitments:               LENDERS:
-----------                -------

$10,000,000.00             FIRST UNION NATIONAL BANK, Individually and as
                              Administrative Agent


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

                           Print Name:       David Hoagland
                                      ---------------------------------

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

                           301 South College Street, NC0166
                           Charlotte, NC 28288-0166

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



                                       55
<PAGE>

                                    EXHIBIT A

                                      NOTE


$___________________________                                  December ___, 2000


         Storage USA Franchise Corp., a Tennessee  corporation (the "Borrower"),
promises to pay to the order of (the  "Lender")  the lesser of the principal sum
of Dollars or the  aggregate  unpaid  principal  amount of all Loans made by the
Lender to the Borrower  pursuant to the  Unsecured  Revolving  Credit  Agreement
hereinafter referred to without setoff or counterclaim, in immediately available
funds at the main office of First Union  National Bank in Charlotte,  Charlotte,
as  Administrative  Agent together with interest on the unpaid  principal amount
hereof at the rates and on the dates set forth in the  Agreement.  The  Borrower
shall pay the principal of and accrued and unpaid  interest on the Loans in full
on the Facility Termination Date.

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

         This Note is one of the Notes  issued  pursuant  to, and is entitled to
the  benefits  of,  the  Unsecured   Revolving  Credit  Agreement  (the  "Credit
Agreement"), dated as of December 29, 2000 among the Borrower, SUSA Partnership,
L.P.,  Storage  USA,  Inc.,  Storage  USA  Trust,  First  Union  National  Bank,
individually  and as  Administrative  Agent,  and the other lenders from time to
time  parties  thereto,  to which  Agreement,  as it may be amended from time to
time,  reference  is hereby  made for a  statement  of the terms and  conditions
governing this Note,  including the terms and  conditions  under which this Note
may be prepaid or its maturity date  accelerated.  Capitalized terms used herein
and not otherwise  defined herein are used with the meanings  attributed to them
in the Agreement.

         The  undersigned  maker and all guarantors and endorsers,  hereby waive
presentment,  demand,  notice,  protest,  notice of intention to accelerate  the
indebtedness  evidenced  hereby,  notice  of  acceleration  of the  indebtedness
evidenced  hereby  and all other  demands  and  notices in  connection  with the
delivery,  acceptance,  performance  and  enforcement  of this  Note,  except as
specifically  otherwise  provided  in  the  Credit  Agreement,   and  assent  to
extensions of time of payment or forbearance or other indulgence without notice.

                                  STORAGE USA FRANCHISE CORP., a Tennessee
                                    corporation

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

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

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


                                       56
<PAGE>

<TABLE>
<CAPTION>

                                 SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                     NOTE OF STORAGE USA FRANCHISE CORP.
                                           DATED DECEMBER __, 2000

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





                                       57
<PAGE>

                                    EXHIBIT B

                             COMPLIANCE CERTIFICATE


To:      The Lenders parties to the
         Credit Agreement Described Below

         This  Compliance  Certificate  is  furnished  pursuant to that  certain
Unsecured  Revolving Credit Agreement dated as of December 29, 2000 (as amended,
modified,  renewed or extended from time to time, the "Agreement") among Storage
USA Franchise Corp.  ("Borrower"),  SUSA Partnership,  L.P.,  Storage USA, Inc.,
Storage USA Trust, the lenders from time to time parties thereto (the "Lenders")
and First Union National Bank, as Administrative  Agent for the Lenders.  Unless
otherwise defined herein,  capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

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

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

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

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

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

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

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

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

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

                                       58
<PAGE>

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

                                  STORAGE USA FRANCHISE CORP., a Tennessee
                                    corporation

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

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

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



                                       59
<PAGE>

                                    [SAMPLE]

                      SCHEDULE I TO COMPLIANCE CERTIFICATE

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







                                       60
<PAGE>

                                    EXHIBIT C

                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION

To First Union National Bank
as Administrative Agent (the "Administrative Agent") under the Credit Agreement
Described Below.

Re:   Unsecured Revolving Credit Agreement, dated December 29, 2000 (as the same
      may be amended or modified,  the "Credit  Agreement"),  among  Storage USA
      Franchise Corp. (the "Borrower"),  SUSA Partnership,  L.P. (the "Operating
      Partnership"),  Storage USA, Inc.,  Storage USA Trust, the  Administrative
      Agent, and the Lenders named therein.  Terms used herein and not otherwise
      defined shall have the meanings assigned thereto in the Credit Agreement.

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

         Facility Identification Number  _______________________________

         Customer/Account Name  ___________________________________

         Transfer Funds To First Tennessee Bank
                                    165 Madison Avenue
                                    Memphis, Tennessee  38103

         For Account No.   000657301

         Account Name:     SUSA Partnership, L.P.

         Reference/Attention To  Mark Hickey (901) 252-3884

Authorized Officer
  (Customer Representative)         Date ___________________

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

Bank Officer Name                                    Date ___________________

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


                                       61
<PAGE>

                              PAYMENTS OF PRINCIPAL


                              Unpaid
                              Principal                       Notation
      Date                    Balance                         Made by


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


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


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


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


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


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


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


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


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


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


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


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


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


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


                                       62
<PAGE>

                                   SCHEDULE 1



         Such matters as described in the September 30, 2000 10-Q of the General
Partner.



                                       63
<PAGE>

<TABLE>
Storage USA Franchise Corp. owns                                                                                         SCHEDULE 2
as of 11/30/2000                                                                                                         ----------

<CAPTION>
Ownership                                                                          Entity                       State
Percentage                Entity                                                   Type                         Formed      Footnote
------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>     <C>                                                      <C>                          <C>         <C>
                    1.00% DMMJ Limited Partnership                                 Limited Partnership          MD
                   40.00% Fordham Road Storage Partners, L.L.C.                    Limited Liability Company    MD
                   35.00% Greenway 27, LLC                                         Limited Liability Company    MD
                   40.00% New Rochelle Storage Partners, L.L.C.                    Limited Liability Company    MD
                    1.00% River Road Limited Partnership                           Limited Partnership          MD
                   40.00% Storage Partners of Baytown, Limited Partnership         Limited Partnership          MD
                   40.00% Storage Partners of Bensalem, L.P.                       Limited Partnership          PA          (1)
                   35.00% Storage Partners of California 1, LLC                    Limited Liability Company    MD          (2)
                   40.00% Storage Partners of Chadd's Ford LP                      Limited Partnership          PA
                   19.90% Storage Partners of Eatontown, LLC                       Limited Liability Company    NJ
                   19.90% Storage Partners of Egg Harbor, LLC                      Limited Liability Company    NJ
                   40.00% Storage Partners of Garland, Limited Partnership         Limited Partnership          MD
                   45.00% Storage Partners of Highway 6, Limited Partnership       Limited Partnership          MD
                   40.00% Storage Partners of NASA, Limited Partnership            Limited Partnership          MD
                   40.00% Storage Partners of Nashville, Limited Partnership       Limited Partnership          MD
                    1.00% Storage Partners of Paoli, LP                            Limited Partnership          TN
                   40.00% Storage Partners of Parker, LP                           Limited Partnership          MD
                   40.00% Storage Partners of Pasadena, Limited Partnership        Limited Partnership          MD
                   40.00% Storage Partners of Southwest Freeway Limited PartnershipLimited Partnership          MD
                   19.90% Storage Partners of West Colonial, LLC                   Limited Liability Company    FL
                   40.00% Storage Partners of Wichita, LP                          Limited Partnership          MD
                   45.00% Storage Partners of Winter Park, Ltd.                    Limited Partnership          FL
                   40.00% Storage Sanbac 101 Limited Partnership                   Limited Partnership          MD
                   19.00% Storage Squirebac 101 Limited Partnership                Limited Partnership          MD
                  100.00% Storage USA Construction, Inc.                           Corporation                  TN
                  100.00% Storage USA Investment Corp.                             Corporation                  TN          (3)
                    1.00% Storage USA of Palm Beach County Limited Partnership     Limited Partnership          MD
                   40.00% Storage USA on Inwood LP                                 Limited Partnership          MD
                   49.00% Storage USA Sing, LLC                                    Limited Liability Company    MD
                  100.00% SUSA Arizona, Inc.                                       Corporation                  TN          (4)
                  100.00% SUSA California, Inc.                                    Corporation                  TN          (5)
                  100.00% SUSA Maryland, Inc.                                      Corporation                  TN          (6)
                  100.00% SUSA Nevada, Inc.                                        Corporation                  NV          (7)
                  100.00% SUSA New Jersey, Inc.                                    Corporation                  TN          (8)
                  100.00% SUSA New York, Inc.                                      Corporation                  NY          (9)
                   49.00% SUSA Omni LP                                             Limited Partnership          TN
                  100.00% SUSA Tennessee, Inc.                                     Corporation                  TN          (10)
                   40.00% Wilton Storage Partners LLC                              Limited Liability Company    MD


(1) Storage Partners of Bensalem, L.P. owns:
                   99.00% Storage Partners of Andalusia, LP                        Limited Partnership          PA

(2) Storage Partners of California 1, LLC owns:
                  100.00% Aurora-SPC, LLC                                          Limited Liability Company    DE
                  100.00% La Quinta-SPC, LLC                                       Limited Liability Company    DE
                  100.00% Murrieta-SPC, LLC                                        Limited Liability Company    DE
                  100.00% La Quinta 2-SPC, LLC                                     Limited Liability Company    DE


(3) Storage USA Investment Corp. owns:
                   50.00% Budget-Storage USA Joint Ventures, LLC                   Limited Liability Company    DE

(4) SUSA Arizona, Inc. owns:
                    1.00% SUSA Mesa, LP                                            Limited Partnership          TN

(5) SUSA California, Inc. owns:
                    1.00% SUSA Hollywood, LP                                       Limited Partnership          TN

(6) SUSA Maryland, Inc. owns:
                    1.00% SUSA Columbia, LP                                        Limited Partnership          TN
                    1.00% SUSA Germantown, LP                                      Limited Partnership          TN

(7) SUSA Nevada, Inc. owns:
                    1.00% SUSA Whitney Mesa, Limited Partnership                   Limited Partnership          NV

(8) SUSA New Jersey, Inc. owns:
                    1.00% SUSA Hackensack LP                                       Limited Partnership          TN
                    1.00% SUSA Harrison, LP                                        Limited Partnership          TN
                    1.00% SUSA Orange, LP                                          Limited Partnership          TN
                    1.00% SUSA Secaucus, LP                                        Limited Partnership          TN

(9) SUSA New York, Inc. owns:
                    1.00% SUSA Brooklyn John, L.P.                                 Limited Partnership          NY
                    1.00% SUSA Brooklyn Snyder, L.P.                               Limited Partnership          NY
                    1.00% SUSA Long Island, L.P.                                   Limited Partnership          NY

(10) SUSA Tennessee, Inc. owns:
                    1.00% SUSA Nashville, L.P.                                     Limited Partnership          TN
</TABLE>
<PAGE>

<TABLE>
SUSA Partnership, LP owns
as of 11/30/2000
<CAPTION>
Ownership                                                                            Entity                       State
Percentage        Entity                                                             Type                         Formed    Footnote
------------------------------------------------------------------------------------------------------------------------------------
<S>       <C>     <C>                                                                <C>                          <C>         <C>
           98.97% 441 Mini-Storage Partners, Ltd.                                    Limited Partnership          FL
          100.00% ABC Self Storage Limited Co.                                       Limited Liability Company    NM
           99.00% Buzzman Partners I, LP                                             Limited Partnership          PA
           99.00% Buzzman Partners II, LP                                            Limited Partnership          PA
           35.00% Calvine-SPC, LLC                                                   Limited Liability Company    DE
           50.00% Clarendon Storage Associates LP                                    Limited Partnership          VA
           99.00% Cole/Morgan, Ltd.                                                  Limited Partnership          TX
           98.97% Dade County Mini-Storage Associates, Ltd.                          Limited Partnership          FL
           99.00% DMMJ Limited Partnership                                           Limited Partnership          MD
           35.00% Elk Grove - SPC, LLC                                               Limited Liability Company    DE
           99.00% Frankford Road Self Storage, Ltd.                                  Limited Partnership          TX
           99.00% McNeil Drive Self Storage, Ltd.                                    Limited Partnership          TX
           35.00% Oxnard-SPC, LLC                                                    Limited Liability Company    DE
           15.00% Parklawn Storage Partners, LP                                      Limited Partnership          TN
           99.00% Preston Self Storage, Ltd.                                         Limited Partnership          TX
           99.00% River Road Limited Partnership                                     Limited Partnership          MD
           35.00% Rocklin-SPC, LLC                                                   Limited Liability Company    DE
           40.00% Savi Ranch-SPC, LLC                                                Limited Liability Company    DE
           98.97% Southeast Mini-Storage Limited Partners                            Limited Partnership          FL
           99.00% Spring Creek Self Storage, Ltd.                                    Limited Partnership          TX
           16.67% Storage Acquisition Portfolio, L.L.C.                              Limited Liability Company    DE          (11)
           25.00% Storage Development Portfolio, L.L.C.                              Limited Liability Company    DE          (12)
           32.10% Storage Partners of Eatontown, LLC                                 Limited Liability Company    NJ
           32.10% Storage Partners of Egg Harbor, LLC                                Limited Liability Company    NJ
           99.00% Storage Partners of Paoli, LP                                      Limited Partnership          TN
           32.10% Storage Partners of West Colonial, L.L.C.                          Limited Liability Company    FL
           25.00% Storage Portfolio I, LLC                                           Limited Liability Company    DE          (13)
           97.50% Storage USA Franchise Corp                                         Corporation                  TN
           99.00% Storage USA of Palm Beach County LP                                Limited Partnership          MD
           98.97% Sunset Mini-Storage Partners, Ltd.                                 Limited Partnership          FL
           99.00% SUSA Brooklyn John, L.P.                                           Limited Partnership          NY
           99.00% SUSA Brooklyn Snyder, L.P.                                         Limited Partnership          NY
           99.00% SUSA Columbia, LP                                                  Limited Partnership          TN
          100.00% SUSA Construction, LLC                                             Limited Liability Company    DE
           99.00% SUSA Germantown, LP                                                Limited Partnership          TN
           99.00% SUSA Hackensack LP                                                 Limited Partnership          TN
           99.00% SUSA Harrison, LP                                                  Limited Partnership          TN
           99.00% SUSA Holdings, LP                                                  Limited Partnership          TN          (14)
           99.00% SUSA Hollywood, LP                                                 Limited Partnership          TN
          100.00% SUSA Investments I, LLC                                            Limited Liability Company    VA          (15)
          100.00% SUSA Investments II, LLC                                           Limited Liability Company    VA          (16)
           99.00% SUSA Long Island, L.P.                                             Limited Partnership          NY
           99.00% SUSA Management, Inc.                                              Corporation                  TN          (17)
           99.00% SUSA Mesa, LP                                                      Limited Partnership          TN
          100.00% SUSA Mt. Vernon, LLC                                               Limited Liability Company    NY
           99.00% SUSA Nashville, L.P.                                               Limited Partnership          TN
           51.00% SUSA Omni LP                                                       Limited Partnership          TN
           99.00% SUSA Orange, LP                                                    Limited Partnership          TN
          100.00% SUSA Peachtree, LLC                                                Limited Liability Company    VA          (18)
           99.00% SUSA Secaucus, LP                                                  Limited Partnership          TN
           97.59% SUSA-TN, LLC                                                       Limited Liability Company    TN
           99.00% SUSA Whitney Mesa, Limited Partnership                             Limited Partnership          NV
           86.00% SUSA/38th Avenue, Capitola, LP                                     Limited Partnership          CA
           98.97% Tamiami Mini-Storage Partners, Ltd.                                Limited Partnership          FL

(11) Storage Acquisition Portfolio, L.L.C. owns:
          100.00% Storage Acquisition 96/Federal Heights/CO, L.L.C.                  Limited Liability Company    DE
          100.00% Storage Acquisition Brooklyn, L.L.C.                               Limited Liability Company    DE
          100.00% Storage Acquisition II Chicago - North McCormick (Skokie), L.L.C.  Limited Liability Company    DE
          100.00% Storage Acquisition II Chicago - South Wabash, L.L.C.              Limited Liability Company    DE
          100.00% Storage Acquisition II Chicago - West Addison, L.L.C.              Limited Liability Company    DE
          100.00% Storage Acquisition II Chicago - West Fullerton, L.L.C.            Limited Liability Company    DE
          100.00% Storage Acquisition II Chicago - West Harrison, L.L.C.             Limited Liability Company    DE

(12) Storage Development Portfolio, L.L.C. owns:
          100.00% Storage Development Commack, L.L.C.                                Limited Liability Company    DE
          100.00% Storage Development Herndon, L.L.C.                                Limited Liability Company    DE
          100.00% Storage Development Joliet, L.L.C.                                 Limited Liability Company    DE
          100.00% Storage Development Lodi, L.L.C.                                   Limited Liability Company    DE
          100.00% Storage Development Orange, L.L.C.                                 Limited Liability Company    DE
          100.00% Storage Development San Jose, L.L.C.                               Limited Liability Company    DE
          100.00% Storage Development Santa Cruz, L.L.C.                             Limited Liability Company    DE
          100.00% Storage Development Stoneham, L.L.C.                               Limited Liability Company    DE
          100.00% Storage Development Vernon Hills, L.L.C.                           Limited Liability Company    DE

(13) Storage Portfolio I, LLC owns:
          100.00% Storage Portfolio I - Texas, LLC                                   Limited Liability Company    DE          (19)
            1.00% Storage Portfolio I - Texas, LP                                    Limited Partnership          DE

(14) SUSA Holdings, LP owns:
            2.41% SUSA-TN, LLC                                                       Limited Liability Company    TN

(15) SUSA Investments I, LLC owns:
           66.67% WB Storage Associates I                                            General Partnership          IN

(16) SUSA Investments II, LLC owns:
           33.33% WB Storage Associates I                                            General Partnership          IN

(17) SUSA Management, Inc. owns:
        100.0000% Peachtree Development II, Inc.                                     Corporation                  TX          (20)
          1.0274% 441 Mini-Storage Partners, Ltd.                                    Limited Partnership          FL
          1.0000% Buzzman Partners I, LP                                             Limited Partnership          PA
          1.0000% Buzzman Partners II, LP                                            Limited Partnership          PA
          1.0274% Dade County Mini-Storage Associates, Ltd.                          Limited Partnership          FL
          1.0274% Southeast Mini-Storage Limited Partners                            Limited Partnership          FL
          1.0274% Sunset Mini-Storage Partners, Ltd.                                 Limited Partnership          FL
          1.0274% Tamiami Mini-Storage Partners, Ltd.                                Limited Partnership          FL

(18) SUSA Peachtree, LLC owns:
            1.00% Frankford Road Self Storage, Ltd.                                  Limited Partnership          TX
            1.00% McNeil Drive Self Storage, Ltd.                                    Limited Partnership          TX
            1.00% Spring Creek Self Storage, Ltd.                                    Limited Partnership          TX

(19) Storage Portfolio I - Texas, LLC owns:
           99.00% Storage Portfolio I - Texas, LP                                    Limited Partnership          DE

(20) Peachtree Development II, Inc. owns:
            1.00% Preston Self Storage, Ltd.                                         Limited Partnership          TX
</TABLE>
<PAGE>

<TABLE>
Storage USA, Inc. owns:
as of 11/30/2000
<CAPTION>
Ownership                                                Entity                     State
Percentage          Entity                               Type                       Formed      Footnote
-------------------------------------------------------------------------------------------------------------
<S>         <C>     <C>                                  <C>                        <C>         <C>
            100.00% Storage USA Trust                    Trust                      MD          (21)
            100.00% Huron Acquisition, Inc.              Corporation                TN
            100.00% SUSA Finance Corp.                   Corporation                DE
              1.00% SUSA Holdings, LP                    Limited Partnership        TN
            0.8876% SUSA Partnership, LP                 Limited Partnership        TN





(21) Storage USA Trust owns:
           87.8741% SUSA Partnership, LP                 Limited Partnership        TN

</TABLE>