<PAGE>   1
                                                                   Exhibit 10.13

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

                              AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT



                           dated as of March 31, 1997

                                     among

                            Avalon Properties, Inc.,


                            The Banks Listed Herein

                                      and

                   Morgan Guaranty Trust Company of New York,
                                  as Co-Agent

                                      and

                       Fleet Bank, National Association,
                                  as Co-Agent

                                      and

                       NationsBank, National Association,
                                  as Co-Agent


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2




                                      TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>           <C>                                                                                  <C>
                                                          ARTICLE I****
                                                           DEFINITIONS

SECTION 1.1   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
        1.2   Accounting Terms and Determinations . . . . . . . . . . . . . . . . . . . . . . .    27
        1.3   Types of Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28


                                                            ARTICLE II
                                                           THE CREDITS

SECTION 2.1   Commitments to Lend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
        2.2   Notice of Committed Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . .    29
        2.3   Money Market Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
        2.4   Notice to Banks; Funding of Loans . . . . . . . . . . . . . . . . . . . . . . . .    36
        2.5   Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
        2.6   Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    38
        2.7   Interest Rates  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    41
        2.8   Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    45
        2.9   Mandatory Expiration; Extension Option  . . . . . . . . . . . . . . . . . . . . .    47
        2.10   Mandatory Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
        2.11  Optional Prepayments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    49
        2.12  General Provisions as to Payments . . . . . . . . . . . . . . . . . . . . . . . .    51
        2.13  Funding Losses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    52
        2.14  Computation of Interest and Fees  . . . . . . . . . . . . . . . . . . . . . . . .    52
        2.15  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    53
        2.16  Letter of Credit Usage Absolute . . . . . . . . . . . . . . . . . . . . . . . . .    53
        2.17  Method of Electing Interest Rates . . . . . . . . . . . . . . . . . . . . . . . .    54

                                                           ARTICLE III
</TABLE>





--------------------
****   The Table of Contents is not a part of this Agreement.




                                      i
<PAGE>   3
<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>           <C>                                                                                  <C>
                                                            CONDITIONS

SECTION 3.1   Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    56
        3.2   Borrowings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    58

                                                            ARTICLE IV
                                                  REPRESENTATIONS AND WARRANTIES

SECTION 4.1      Existence and Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    59
        4.2      Power and Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
        4.3      No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
        4.4      Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    60
        4.5      Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
        4.6      Compliance with ERISA  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    61
        4.7      Environmental Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
        4.8      Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    62
        4.9      Full Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
        4.10     Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
        4.11     Use of Proceeds; Margin Regulations  . . . . . . . . . . . . . . . . . . . . .    63
        4.12     Governmental Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . .    63
        4.13     Investment Company Act; Public
                   Utility Holding Company Act  . . . . . . . . . . . . . . . . . . . . . . . .    64
        4.14     Patents, Trademarks, etc.  . . . . . . . . . . . . . . . . . . . . . . . . . .    64
        4.15     Ownership of Property  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
        4.16     No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    64
        4.17     Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
        4.18     Compliance with Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
        4.19     No Burdensome Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . .    65
        4.20     Brokers' Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
        4.21     Labor Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
        4.22     Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    65
        4.23     Organizational Documents . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
        4.24     Principal Offices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
        4.25     REIT Status  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
</TABLE>






                                      ii
<PAGE>   4
<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>             <C>                                                                               <C>
                                                            ARTICLE V
                                                AFFIRMATIVE AND NEGATIVE COVENANTS

SECTION  5.1     Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    66
         5.2     Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . .    71
         5.3     Maintenance of Property; Insurance . . . . . . . . . . . . . . . . . . . . . .    71
         5.4     Conduct of Business and
                   Maintenance of Existence . . . . . . . . . . . . . . . . . . . . . . . . . .    72
         5.5     Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
         5.6     Inspection of Property, Books and Records  . . . . . . . . . . . . . . . . . .    73
         5.7     Existence  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
         5.8     Financial Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    73
         5.9     Restriction on Fundamental Changes . . . . . . . . . . . . . . . . . . . . . .    74
         5.10    Changes in Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    75
         5.11    Fiscal Year; Fiscal Quarter  . . . . . . . . . . . . . . . . . . . . . . . . .    75
         5.12    Margin Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    75
         5.13    Unsecured Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    75
         5.14    No Bankruptcy Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . .    75

                                                              ARTICLE VI
                                                               DEFAULTS


SECTION  6.1     Events of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    76
         6.2     Rights and Remedies  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    78
         6.3     Notice of Default  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    79
         6.4     Actions in Respect of Letters of Credit  . . . . . . . . . . . . . . . . . . .    80

                                                             ARTICLE VII
                                                            THE CO-AGENTS


SECTION  7.1     Appointment and Authorization  . . . . . . . . . . . . . . . . . . . . . . . .    82
         7.2     Agency and Affiliates  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    83
         7.3     Action by Co-Agents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    83
</TABLE>






                                      iii
<PAGE>   5
<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                               <C>
         7.4     Consultation with Experts  . . . . . . . . . . . . . . . . . . . . . . . . . .    83
         7.5     Liability of Co-Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . .    83
         7.6     Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    84
         7.7     Credit Decision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    84
         7.8     Successor Morgan Agent or Fleet Agent  . . . . . . . . . . . . . . . . . . . .    85
         7.9     Financial Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    85
         7.10    Receipt of Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    86

                                                             ARTICLE VIII
                                                       CHANGE IN CIRCUMSTANCES


SECTION  8.1     Basis for Determining Interest
                   Rate Inadequate or Unfair  . . . . . . . . . . . . . . . . . . . . . . . . .    86
         8.2     Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    87
         8.3     Increased Cost and Reduced Return  . . . . . . . . . . . . . . . . . . . . . .    88
         8.4     Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    90
         8.5     Base Rate Loans Substituted for
                   Affected Euro-Dollar Loans . . . . . . . . . . . . . . . . . . . . . . . . .    92

                                                              ARTICLE IX
                                                            MISCELLANEOUS


SECTION   9.1    Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    93
          9.2    No Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    93
          9.3    Expenses; Indemnification  . . . . . . . . . . . . . . . . . . . . . . . . . .    93
          9.4    Sharing of Set-Offs  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    95
          9.5    Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . .    96
          9.6    Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . .    97
          9.7    Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   100
          9.8    Governing Law; Submission to Jurisdiction  . . . . . . . . . . . . . . . . . .   100
          9.9    Marshalling; Recapture . . . . . . . . . . . . . . . . . . . . . . . . . . . .   101
          9.10   Counterparts; Integration; Effectiveness . . . . . . . . . . . . . . . . . . .   101
          9.11   WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
          9.12   Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
          9.13   Domicile of Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
          9.14   Limitation of Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
          9.15   Recourse Obligation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   102
</TABLE>






                                      iv
<PAGE>   6
<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>             <C>                                                                               <C>
          9.16   Confidentiality  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   103
          9.17   Legal Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   103

Exhibit A   -    Note
Exhibit B   -    Assumption Agreement
Exhibit C   -    Schedule 5.1(n) Letter
Exhibit D   -    Form of Money Market Quote Request
Exhibit E   -    Form of Invitation for Money Market Quotes
Exhibit F   -    Form of Money Market Quote
Exhibit G   -    Form of Disgnation Agreement

Schedule 4.15(a)
Schedule 4.15(b)
</TABLE>






                                      v
<PAGE>   7



                              AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT


                 THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
"Agreement") is made as of March 31, 1997 by and among AVALON PROPERTIES, INC.
(the "Borrower"), the BANKS listed on the signature pages hereof, MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, as Co-Agent and Co-Managing Agent("Morgan
Agent"), FLEET BANK, NATIONAL ASSOCIATION, as Co-Agent and Co-Managing Agent
("Fleet Agent") and NATIONSBANK, NATIONAL ASSOCIATION, as Co-Agent
("Nationsbank Agent").

                             W I T N E S S E T H :


                 WHEREAS, the parties hereto have previously entered into a
Revolving Credit Agreement dated of April 20, 1995 (as amended by a First
Amendment to Revolving Credit Agreement, dated as of August 1995, by a Second
Amendment to Revolving Credit Agreement, dated as of April 1, 1996, by a Third
Amendment to Revolving Credit Agreement dated as of September 25, 1996 (as so
amended, the "Original Credit Agreement");

                 WHEREAS, the parties desire to amend and restate the Original
Credit Agreement in its entirety upon the terms and conditions set forth
herein.

                 NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

                                  ARTICLE I

                                 DEFINITIONS





                                       1
<PAGE>   8

                 SECTION 1.1.  Definitions.  The following terms, as used
herein, have the following meanings:

                 "Absolute Rate Auction" means a solicitation of Money Market
Quotes setting forth Money Market Absolute Rates pursuant to Section 2.3.

                 "Adjusted CD Rate" has the meaning set forth in Section
2.7(b).

                 "Adjusted London Interbank Offered Rate" has the meaning set
forth in Section 2.7(b).

                 "Administrative Questionnaire" means, with respect to each
Bank, an administrative questionnaire in the form prepared by the Morgan Agent
and submitted to the Morgan Agent (with a copy to the Borrower and the Fleet
Agent) duly completed by such Bank.

                 "Agreement" shall mean this Amended and Restated Revolving
Credit Agreement as the same may from time to time hereafter be modified,
supplemented or amended.

                 "Applicable Interest Rate" means (i) with respect to any Fixed
Rate Indebtedness, the fixed interest rate applicable to such Fixed Rate
Indebtedness at the time in question, and (ii) with respect to any Floating
Rate Indebtedness, the lesser of (x) the rate at which the interest rate
applicable to such Floating Rate Indebtedness could be fixed, at the time of
calculation, by Borrower's entering into any unsecured interest rate hedging
device either not requiring an upfront payment or if requiring an upfront
payment, such upfront payment shall be amortized over the term of such device
and included in the calculation of the interest rate (or, if such rate is
incapable of being fixed by entering into an




                                       2
<PAGE>   9
unsecured interest rate hedging device at the time of calculation, a fixed rate
equivalent reasonably determined by Morgan Agent), and (y) the rate at which
the interest rate applicable to such Floating Rate Indebtedness is actually
capped, at the time of calculation, if Borrower has entered into an interest
rate cap agreement with respect thereto.

                 "Applicable Lending Office" means, with respect to any Bank,
(i) in the case of its Domestic Loans, its Domestic Lending Office, (ii) in the
case of its Euro-Dollar Loans, its Euro-Dollar Lending Office, and (iii) in the
case of its Money Market Loans, its Money Market Lending Office.

                 "Applicable Margin" means, with respect to each Loan, the
respective percentages per annum determined, at any time, based on the range
into which Borrower's Credit Rating then falls, in accordance with the
following table.  Any change in Borrower's Credit Rating causing it to move to
a different range on the table shall effect an immediate change in the
Applicable Margin. In the event that Borrower's Credit Rating is such that the
Rating Agencies' ratings are split between a higher and lower range on the
table below, the Applicable Margin shall be based upon the average of the
Applicable Margins applicable to such ratings.  In the event that only one
Rating Agency has set Borrower's Credit Rating, then the Applicable Margin
shall be based on such rating only.





                                       3
<PAGE>   10

<TABLE>
<CAPTION>
Range of              Applicable
Borrower's            Margin for                   Applicable                    Applicable
Credit Rating         Base Rate                    Margin for                    Margin for Euro
(S&P/Moody's          Loans                        CD Loans                      Dollar Loans
Ratings)              (% per annum)                (% per annum)                 (% per annum)
-------------         -------------                -------------                 -------------
<S>                     <C>                          <C>                         <C>
A-/A3 or higher         0                            0.675                       0.550

BBB+/Baal               0                            0.750                       0.625

BBB/Baa2                0                            0.925                       0.800

BBB-/Baa3               0                            1.075                       0.950

Below BBB-/Baa3         0.250                        1.250                       1.125
</TABLE>


                 "Approved Bank" shall mean financial institutions  which have
(i)(a) a minimum net worth of $500,000,000 and/ or (b) total assets of
$10,000,000,000 and (ii) a minimum long term debt rating of (a) A+ by S&P or
(b) A1 by Moody's.

                 "Assessment Rate" has the meaning set forth in Section 2.7(b).

                 "Assignee" has the meaning set forth in Section 9.6(c).

                 "Available Revolving Credit Amount" means, at any particular
time, the amount by which the Maximum Revolving Credit Amount at such time
exceeds the Obligations at such time.

                 "Bank" means each financial institution listed on the
signature pages hereof, each Assignee which becomes a Bank pursuant to Section
9.6(c), and their respective successors and each Designated Lender; provided,
however,





                                       4
<PAGE>   11
that the term "Bank" shall exclude each Designated Lender when used in
reference to a Committed Loan, the Commitments or terms relating to the
Committed Loans and the Commitments.

                 "Bankruptcy Code" shall mean Title 11 of the United States
Code, entitled "Bankruptcy", as amended from time to time, and any successor
statute or statutes.

                 "Base Rate" means, for any day, a rate per annum equal to the
higher of (i) the Prime Rate for such day and (ii) the sum of 0.5% plus the
Federal Funds Rate for such day.

                 "Base Rate Loan" means a Committed Loan to be made by a Bank
as a Base Rate Loan in accordance with the applicable Notice of Committed
Borrowing or pursuant to Article VIII.

                 "Benefit Arrangement" means at any time an employee benefit
plan within the meaning of Section 3(3) of ERISA which is not a Plan or a
Multiemployer Plan and which is maintained or otherwise contributed to by any
member of the ERISA Group.

                 "Borrower" means Avalon Properties, Inc., a Maryland
corporation qualified as a real estate investment trust, and its successors.

                 "Borrower's Credit Rating" means Borrower's senior implied
rating as assigned by the Rating Agencies or the rating assigned Borrower's
senior unsecured long term indebtedness by the Rating Agencies, whichever is
applicable.

                 "Borrower's SEC Reports" means the Borrower's annual report on
Form 10-K for the year ended December 31, 1995 and Borrower's Form 10-Q for the
nine month period





                                       5
<PAGE>   12
ended September 30, 1996, each as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.

                 "Borrowing" has the meaning set forth in Section 1.3.

                 "Capital Expenditures" shall mean, for any period, the sum of
all expenditures (whether paid in cash or accrued as a liability) by the
Borrower which are capitalized on the balance sheet of the Borrower in
conformity with GAAP.

                 "Capitalized Interest" shall mean interest which is not
expensed under GAAP.

                 "Cash and Cash Equivalents" shall mean (i) cash, (ii) direct
obligations of the United States Government, including without limitation,
treasury bills, notes and bonds, (iii) interest bearing or discounted
obligations of Federal agencies and Government sponsored entities or pools of
such instruments offered by Approved Banks and dealers, including without
limitation, Federal Home Loan Mortgage Corporation participation sale
certificates, Government National Mortgage Association modified pass through
certificates, Federal National Mortgage Association bonds and notes, and
Federal Farm Credit System securities, (iv) time deposits, Domestic and
Eurodollar certificates of deposit, bankers' acceptances, commercial paper
rated at least A-1 by Standard & Poors Corporation ("S&P") and P-1 by Moody's
Investors Services, Inc. ("Moody's") and/or guaranteed by an Aa rating by
Moody's, a AA rating by S&P or better rated credit, floating rate notes, other
money market instruments and letters of credit each issued by Approved Banks,
(v) obligations of domestic corporations, including, without limitation,
commercial paper, bonds, debentures and loan participations, each of which is
rated at least AA by S&P and/or Aa2 by Moody's and/or guaranteed by an Aa
rating by Moody's, a AA rating by S&P or better rated credit, (vi)





                                       6
<PAGE>   13
obligations issued by states and local governments or their agencies, rated at
least MIG-1 by Moody's and/or SP-1 by S&P and/or guaranteed by an irrevocable
letter of credit of an Approved Bank, (vii) repurchase agreements with major
banks and primary government security dealers fully secured by the U.S.
Government or agency collateral equal to or exceeding the principal amount on a
daily basis and held in safekeeping, and (viii) real estate loan pool
participations, guaranteed by an AA rating given by S&P or Aa2 rating given by
Moody's or better rated credit.

                 "CD Base Rate" has the meaning set forth in Section 2.7(b).

                 "CD Loan" means a Committed Loan to be made by a Bank as a CD
Loan pursuant to the applicable Notice of Committed Borrowing.

                 "CD Reference Bank" means Fleet Bank, National Association.

                 "Charges" has the meaning set forth in Section 9.17.

                 "Closing Date" means the date on or after the Effective Date
on which the Morgan Agent or the Fleet Agent, as applicable, shall have
received the documents specified in or pursuant to Section 3.1.

                 "Co-Agents" shall mean the Co-Managing Agents and the
Nationsbank Agent.

                 "Co-Managing Agents" shall mean the Fleet Agent and  the
Morgan Agent.

                 "Code" shall mean the Internal Revenue Code of 1986, as
amended, and as it may be further amended from time to time, any successor
statutes thereto, and applicable U.S.





                                       7
<PAGE>   14
Department of Treasury regulations issued pursuant thereto in temporary or
final form.

                 "Combined Asset Value" shall mean the book value of the assets
of the Borrower (including Minority Holdings) and its Consolidated
Subsidiaries, calculated on a consolidated basis, in accordance with GAAP, but
without deduction for depreciation and net of monetary obligations which are
not for borrowed money (such as accounts payable and working capital
liabilities).

                 "Committed Loan" means a loan made by a Bank pursuant to
Section 2.1; provided, that, if any such loan or loans (or portions thereof)
are combined or subdivided pursuant to pursuant to a Notice of Interest Rate
Election, the term "Committed Loan" shall refer to the combined principal
amount resulting from such combination or to each of the separate principal
amounts resulting from such subdivision, as the case may be.

                 "Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Sections 2.9 and 2.10.

                 "Consolidated Subsidiary" means at any date any Subsidiary or
other entity which is consolidated with Borrower in accordance with GAAP.

                 "Consolidated Tangible Net Worth" means at any date the
consolidated stockholders' equity of the Borrower and its Consolidated
Subsidiaries less their consolidated Intangible Assets, all determined as of
such date.  For purposes of this definition "Intangible Assets" means with
respect to any such intangible assets, the amount (to the extent reflected in
determining such consolidated stockholders' equity) of (i) all write-ups (other
than write-ups resulting from foreign currency translations and





                                       8
<PAGE>   15
write-ups of assets of a going concern business made within twelve months after
the acquisition of such business) subsequent to September 30, 1994 in the book
value of any asset (other than Real Property Assets) owned by the Borrower or a
Consolidated Subsidiary and (ii) all unamortized debt discount and expense,
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, anticipated future benefit of tax loss carry-forwards, copyrights,
organization or developmental expenses and other intangible assets.

                 "Construction Asset Cost" shall mean, with respect to Real
Property Assets in which construction of improvements has begun (as evidenced
by foundation excavation) but have not yet been completed (as such completion
shall be evidenced by a certificate of occupancy or its equivalent) the
aggregate, good faith estimated cost of construction of such improvements
(including land acquisition costs), as such completion shall be  evidenced by a
certificate of occupancy or its equivalent.

                 "Contingent Obligation" as to any Person means, without
duplication, (i) any contingent obligation of such Person required to be shown
on such Person's balance sheet in accordance with GAAP, and (ii) any obligation
required to be disclosed in the footnotes to such Person's financial
statements, guaranteeing partially or in whole any Non-Recourse Debt, lease,
dividend or other obligation, exclusive of contractual indemnities (including,
without limitation, any indemnity or price-adjustment provision relating to the
purchase or sale of securities or other assets) and guarantees of non-monetary
obligations (other than guarantees of completion) which have not yet been
called on or quantified, of such Person or of any other Person.  The amount of
any Contingent Obligation described in clause (ii) shall be deemed to be (a)
with respect to a guaranty of interest or interest and principal, or operating
income guaranty, the Net Present Value of the sum of all





                                       9
<PAGE>   16
payments required to be made thereunder (which in the case of an operating
income guaranty shall be deemed to be equal to the debt service for the note
secured thereby), calculated at the Applicable Interest Rate, through (i) in
the case of an interest or interest and principal guaranty, the stated date of
maturity of the obligation (and commencing on the date interest could first be
payable thereunder), or (ii) in the case of an operating income guaranty, the
date through which such guaranty will remain in effect, and (b) with respect to
all guarantees not covered by the preceding clause (a), an amount equal to the
stated or determinable amount of the primary obligation in respect of which
such guaranty is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as recorded on the balance sheet and on the footnotes to
the most recent financial statements of Borrower required to be delivered
pursuant to Section 4.4 hereof.  Notwithstanding anything contained herein to
the contrary, guarantees of completion shall not be deemed to be Contingent
Obligations unless and until a claim for payment or performance has been made
thereunder, at which time any such guaranty of completion shall be deemed to be
a Contingent Obligation in an amount equal to any such claim.  Subject to the
preceding sentence, (i) in the case of a joint and several guaranty given by
such Person and another Person (but only to the extent such guaranty is
recourse, directly or indirectly to Borrower), the amount of the guaranty shall
be deemed to be 100% thereof unless and only to the extent that such other
Person has delivered Cash or Cash Equivalents to secure all or any part of such
Person's guaranteed obligations, (ii) in the case of joint and several
guarantees given by a Person in whom Borrower owns an interest (which
guarantees are non-recourse to Borrower), to the extent the guarantees, in the
aggregate, exceed 15% of Combined Asset Value, the amount in excess of 15%
shall be deemed to be a Contingent Obligation of Borrower, and (iii) in the
case of a guaranty (whether or not joint and several) of an obligation
otherwise





                                       10
<PAGE>   17
constituting Debt of such Person, the amount of such guaranty shall be deemed
to be only that amount in excess of the amount of the obligation constituting
Debt of such Person.  Notwithstanding anything contained herein to the
contrary, "Contingent  Obligations" shall be deemed not to include guarantees
of Unadvanced Funds or of construction loans to the extent the same have not
been drawn.  All matters constituting "Contingent Obligations" shall be
calculated without duplication.

                 "Debt" of any Person means, without duplication, (A) as shown
on such Person's balance sheet (i) all indebtedness of such Person for borrowed
money or for the deferred purchase price of property, and (ii) all indebtedness
of such Person evidenced by a note, bond, debenture or similar instrument (but
only to the extent disbursed with respect to construction loans), (B) the face
amount of all letters of credit issued for the account of such Person and,
without duplication, all unreimbursed amounts drawn thereunder (except to the
extent any such letter of credit is intended as a guaranty of the Debt of a
Consolidated Subsidiary), (C) all Contingent Obligations of such Person, (D)
all payment obligations of such Person under any interest rate protection
agreement (including, without limitation, any interest rate swaps, caps,
floors, collars and similar agreements) and currency swaps and similar
agreement which were not entered into specifically in connection with Debt set
forth in clauses (A), (B) or (C) hereof.  For purposes of this Agreement, Debt
(other than Contingent Obligations) of the Borrower shall be deemed to include
only the Borrower's pro rata share (such share being based upon the Borrower's
percentage ownership interest as shown on the Borrower's annual audited
financial statements) of the Debt of any Person in which the Borrower, directly
or indirectly, owns an interest, provided that and to the extent that such Debt
is nonrecourse, both directly and indirectly, to the Borrower.   Debt shall not
include any undrawn but uncancelled amounts under this facility but shall
include the aggregate





                                       11
<PAGE>   18
face amount of all letters of credit then issued and outstanding pursuant to
this Agreement.

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

                 "Defaulted Non-Recourse Debt" shall have the meaning set forth
in Section 5.2 hereof.

                 "Designated Lender" means a special purpose corporation that
(i) shall have become a party to this Agreement pursuant to Section 9.6(d), and
(ii) is not otherwise a Bank.

                 "Designated Lender Notes" means promissory notes of the
Borrower, substantially in the form of Exhibit A hereto, evidencing the
obligation of the Borrower to repay Money Market Loans made by Designated
Lenders, and "Designated Lender Note" means any one of such promissory notes
issued under Section 9.6(d) hereof.

                 "Designating Lender" shall have the meaning set forth in
Section 9.6(d) hereof.

                 "Designation Agreement" means a designation agreement in
substantially the form of Exhibit G attached hereto, entered into by a Bank and
a Designated Lender and accepted by the Co-Managing Agents.

                 "Development Projects" shall have the meaning set  forth in
Section 5.1(m) hereof.

                 "Domestic Business Day" means any day except a Saturday,
Sunday or other day on which commercial banks in New York City, Boston,
Maryland, Virginia, New Jersey or Connecticut are authorized by law to close.





                                       12
<PAGE>   19
                 "Domestic Lending Office" means, as to each Bank, its office
located at its address in the United States set forth in its Administrative
Questionnaire (or identified in its Administrative Questionnaire as its
Domestic Lending Office) or such other office as such Bank may hereafter
designate as its Domestic Lending Office by notice to the Borrower and the
Co-Managing Agents; provided that any Bank may so designate separate Domestic
Lending Offices for its Base Rate Loans, on the one hand, and its CD Loans, on
the other hand, in which case all references herein to the Domestic Lending
Office of such Bank shall be deemed to refer to either or both of such offices,
as the context may require.

                 "Domestic Loans" means CD Loans or Base Rate Loans or both.

                 "Domestic Reserve Percentage" has the meaning set forth in
Section 2.7(b).

                 "Effective Date" means the date this Agreement becomes
effective in accordance with Section 9.10.

                 "Environmental Affiliate" means any partnership, joint
venture, trust or corporation in which an equity interest is owned by the
Borrower, either directly or indirectly.

                 "Environmental Approvals" means any permit, license, approval,
ruling, variance, exemption or other authorization required under applicable
Environmental Laws.

                 "Environmental Claim" means, with respect to any Person, any
notice, claim, demand or similar communication (written or oral) by any other
Person alleging potential liability for investigatory costs, cleanup costs,
governmental response costs, natural resources damage, property damages,
personal injuries, fines or penalties arising out





                                       13
<PAGE>   20
of, based on or resulting from (i) the presence, or release into the
environment, of any Materials of Environmental Concern at any location, whether
or not owned by such Person or (ii) circumstances forming the basis of any
violation, or alleged violation, of any Environmental Law, in each case (with
respect to both (i) and (ii) above) as to which there is a reasonable
possibility of an adverse determination with respect thereto and which, if
adversely determined, would have a Material Adverse Effect on the Borrower.

                 "Environmental Laws" means any and all federal, state, and
local statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
licenses, agreements and other governmental restrictions relating to the
environment, the effect of the environment on human health or to emissions,
discharges or releases of pollutants, contami nants, Materials of Environmental
Concern or wastes into the environment including, without limitation, ambient
air, surface water, ground water, or land, or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, Materials of Environmental
Concern or wastes or the clean-up or other remediation thereof.

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

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

                 "Euro-Dollar Business Day" means any Domestic Business Day on
which commercial banks are open for interna-





                                       14
<PAGE>   21
tional business (including dealings in dollar deposits) in London.

                 "Euro-Dollar Lending Office" means, as to each Bank, its
office, branch or affiliate located at its address set forth in its
Administrative Questionnaire (or identified in its Administrative Questionnaire
as its Euro-Dollar Lending Office) or such other office, branch or affiliate of
such Bank as it may hereafter designate as its Euro-Dollar Lending Office by
notice to the Borrower and the Co-Managing Agents.

                 "Euro-Dollar Loan" means a Committed Loan to be made by a Bank
as a Euro-Dollar Loan in accordance with the applicable Notice of Committed
Borrowing.

                 "Euro-Dollar Reference Bank" means the principal London
offices of Fleet Bank, National Association.

                 "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.7(b).

                 "Event of Default" has the meaning set forth in Section 6.1.

                 "Extension Date" shall have the meaning set forth in Section
2.9.

                 "Extension Notice" shall have the meaning set forth in Section
2.9.

                 "Extension Option" shall have the meaning set forth in Section
2.9.

                 "Facility Fee" is defined in Section 2.8(a).

                 "Facility Fee Percentage" means the applicable percentage per
annum determined, at any time, based on the





                                       15
<PAGE>   22
range into which Borrower's Credit Rating then falls, in accordance with the
following table.  Any change in Borrower's Credit Rating causing it to move to
a different range on the table shall effect an immediate change in the Facility
Fee  Percentage. In the event that Borrower's Credit Rating is such that the
Rating Agencies' ratings are split between a higher and lower range on the
table below, the Facility Fee Percentage shall be based upon the average of the
Facility Fee Percentages applicable to such ratings.  In the event that only
one Rating Agency has set Borrower's Credit Rating, then the Facility Fee
Percentage shall be based on such rating only.

<TABLE>
<CAPTION>
         Range of Borrower's
         Credit Rating
         (S&P/Moody's             Facility Fee Percentage
         Ratings)                 (% per annum)
         -------------            -------------
         <S>                      <C>
         A-/A3 or higher          0.150

         BBB+/Baal                0.150

         BBB/Baa2                 0.150

         BBB-/Baa3                0.300

         Below BBB-/Baa3          0.375
</TABLE>

                 "Federal Funds Rate" means, for any day, the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Domestic
Business Day next succeeding such day, provided that (i) if such day is not a
Domestic Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the next preceding Domestic Business Day as so
published on the next succeeding Domestic Business





                                       16
<PAGE>   23
Day, and (ii) if no such rate is so published on such next succeeding Domestic
Business Day, the Federal Funds Rate for such day shall be the average rate
quoted to Morgan Guaranty Trust Company of New York on such day on such
transactions as determined by the Fleet Agent.

                 "FFO" means "funds from operations" defined to mean Net Income
(Loss) (computed in accordance with GAAP), excluding gains (or losses) from
debt restructurings and sales of properties, plus depreciation and
amortization, after adjustments for unconsolidated partnerships and joint
ventures.  Adjustments for unconsolidated partnerships and joint ventures will
be calculated to reflect FFO on the same basis.

                 "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System as constituted from time to time.

                 "Fixed Charges" means with respect to any fiscal period, the
sum of (a) interest expense according to GAAP (including Capitalized Interest)
plus (b) the aggregate of all scheduled principal payments on Debt according to
GAAP made during that fiscal period for the Borrower and its Consolidated
Subsidiaries and for Debt guaranteed under a Contingent Obligation ( but
excluding balloon payments of principal due  upon the stated maturity of a
Debt), plus (c) the aggregate of all dividends payable on the Borrower's or any
Consolidated Subsidiary's preferred stock. For the purposes of this definition,
(i) interest on Fixed Rate Indebtedness shall be the actual interest payable on
such Debt and (ii) interest on Floating Rate Indebtedness shall be assumed to
be the greater of (A) the actual interest payable on such Debt or (B) an
assumed interest rate of 6 and 1/4% per annum for tax-exempt Debt and an
assumed interest rate of 9% per annum for non-tax-exempt Debt, except that, if
any of the foregoing in (A) or (B) above is subject to an interest rate cap
agreement purchased by the





                                       17
<PAGE>   24
Borrower or a Consolidated Subsidiary, the interest rate shall be assumed to be
the lower of the actual interest payable on such Debt or the capped rate of
such interest rate cap agreement. In no event shall any dividends payable on
the Borrower's or any Consolidated Subsidiary's common stock be included in
Fixed Charges.

                 "Fixed Rate Indebtedness" means all Debt which accrues
interest at a fixed rate.

                 "Fixed Rate Loans" means CD Loans or Euro-Dollar Loans or
Money Market Loans (excluding Money Market LIBOR Loans bearing interest at the
Base Rate pursuant to Section 8.1) or any combination of the foregoing.

                 "Fleet" means Fleet Bank, National Association.

                 "Fleet Agent" means Fleet Bank, National Association, in its
capacity as co-agent for the Banks hereunder, and its permitted successors in
such capacity in accordance with the terms of this Agreement.

                 "Floating Rate Indebtedness" means all Debt which is not Fixed
Rate Indebtedness and which is not a Contingent Obligation or an Unused
Commitment.

                 "Fronting Bank" means any of Morgan, Fleet or Dresdner Bank
AG, New York Branch and Grand Cayman Branch,  or NationsBank, National
Association, which is designated by Borrower in its Notice of Committed
Borrowing as the Bank which shall issue a Letter of Credit with respect to such
Notice of Committed Borrowing.

                 "GAAP" means generally accepted accounting principles
recognized as such in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and
Board or in such other statements by such other entity as may be approved by





                                       18
<PAGE>   25
a significant segment of the accounting profession, which are applicable to the
circumstances as of the date of determination.

                 "Group of Loans" means, at any time, a group of Loans
consisting of (i) all Committed Loans which are Base Rate Loans at such time,
or (ii) all Euro-Dollar Loans having the same Interest Period at such time or
(iii) all CD Loans having the same Interest Period at such time; provided that,
if a Committed Loan of any particular Bank is converted to or made as a Base
Rate Loan pursuant to Section 8.2 or 8.5, such Loan  shall be included in the
same Group or Groups of Loans from time to time as it would have been in if it
had not been so converted or made.

                 "Indemnitee" has the meaning set forth in Section 9.3(b).

                 "Interest Period" means:  (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing specified in the
Notice of Committed Borrowing or on the date specified in the applicable Notice
of Interest Rate Election and ending 30, 60, 90, or 180 days (or one year, if
available, as such availability may be determined by the Fleet Agent in its
sole discretion) thereafter, as the Borrower may elect in the applicable Notice
of Committed Borrowing; provided that:

                 (a)  any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest
         Period shall end on the next preceding Euro-Dollar Business Day;

                 (b)  any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a





                                       19
<PAGE>   26
         day for which there is no numerically corresponding day in the
         calendar month at the end of such Interest Period) shall, subject to
         clause (c) below, end on the last Euro-Dollar Business Day of a
         calendar month;

                 (c)  if any Interest Period includes a date on which a payment
         of principal of the Loans is required to be made under Section 2.10
         but does not end on such date, then (i) the principal amount (if any)
         of each Euro-Dollar Loan required to be repaid on such date shall have
         an Interest Period ending on such date and (ii) the remainder (if any)
         of each such Euro-Dollar Loan shall have an Interest Period determined
         as set forth above; and

                 (d)  any Interest Period which would otherwise end after the
         Maturity Date shall end on the Maturity Date.

(2)      with respect to each CD Borrowing, the period commencing on the date of
such Borrowing specified in the Notice of Committed Borrowing or on the date
specified in the applicable Notice of Interest Rate Election and ending 30, 60
or 90 days (or 180 days, if available, as such availability may be determined
by Fleet Agent in its sole discretion) thereafter, as the Borrower may elect in
the applicable Notice of Committed Borrowing; provided that:

                 (a)  any Interest Period (other than an Interest Period
         determined pursuant to clause (b)(i) below) which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall be extended to
         the next succeeding Euro-Dollar Business Day; and

                 (b)  if any Interest Period includes a date on  which a
         payment of principal of the Loans is required to be made under Section
         2.10 but does not end on such date, then (i) the principal amount (if
         any) of each CD Loan required to be repaid on such date shall have an





                                       20
<PAGE>   27
         Interest Period ending on such date and (ii) the remainder (if any) of
         each such CD Loan shall have an Interest Period determined as set
         forth above; and

                 (c)  any Interest Period which would otherwise end after the
         Maturity Date shall end on the Maturity Date.

(3)      with respect to each Base Rate Borrowing, the period commencing on the
date of such Borrowing specified in the Notice of Committed Borrowing or on the
date specified (or deemed specified) in the applicable Notice of Interest Rate
Election and ending 30 days thereafter; provided that:

                 (a)  any Interest Period (other than an Interest Period
         determined pursuant to clause (b)(i) below) which would otherwise end
         on a day which is not a Euro-Dollar Business Day shall be extended to
         the next succeeding Euro-Dollar Business Day; and

                 (b)  if any Interest Period includes a date on which a payment
         of principal of the Loans is required to be made under Section 2.10
         but does not end on such date, then (i) the principal amount (if any)
         of each Base Rate Loan required to be repaid on such date shall have
         an Interest Period ending on such date and (ii) the remainder (if any)
         of each such Base Rate Loan shall have an Interest Period determined
         as set forth above; and

                 (c)  any Interest Period which would otherwise end after the
         Maturity Date shall end on the Maturity Date.

(4)      with respect to each Money Market LIBOR Loan, the period commencing on
the date of borrowing specified in the applicable Notice of Borrowing and
ending 30, 60, 90, or 180 days thereafter, as the Borrower may elect in
accordance with Section 2.3; provided that:





                                       21
<PAGE>   28
                 (a)  any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall be extended to the next
         succeeding Euro-Dollar Business Day unless such Euro-Dollar Business
         Day falls in another calendar month, in which case such Interest
         Period shall end on the next preceding Euro-Dollar Business Day;

                 (b)  any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall, subject to clause (c) below, end on the last
         Euro-Dollar Business Day of a calendar month;

                 (c)  if any Interest Period includes a date on which a
         payment of principal of Loans is required to be made under Section
         2.10 but does not end on such  date, then (i) the principal amount (if
         any) of each Money Market LIBOR Loan required to be repaid on such
         date and (ii) the remainder (if any) of each such Money Market LIBOR
         Loan shall have an Interest Period determined as set forth above; and

                 (d)  any Interest Period which would otherwise end after the
         Maturity Date shall end on the Maturity Date.

(5)      with respect to each Money Market Absolute Rate Loan, the period
commencing on the date of borrowing specified in the applicable Notice of
Borrowing and ending such number of days thereafter (but not less than 14 days
nor longer than 30 days) as the Borrower may elect in accordance with Section
2.3; provided that:

                 (a)  any Interest Period which would otherwise end on a day
         which is not a Euro-Dollar Business Day shall





                                       22
<PAGE>   29
         be extended to the next succeeding Euro-Dollar Business Day; and

                 (b)  if any Interest Period includes a date on which a
         payment of principal of Loans is required to be made under Section
         2.10 but does not end on such date, then (i) the principal amount (if
         any) of each Money Market Absolute Rate Loan required to be repaid on
         such date and (ii) the remainder (if any) of each such Money Market
         Absolute Rate Loan shall have an Interest Period determined as set
         forth above; and

                 (c)  any Interest Period which would otherwise end after the
         Maturity Date shall end on the Maturity Date.

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

                 "JPMSI" means J.P. Morgan Securities Inc.

                 "Legal Rate" has the meaning set forth in Section 9.17.

                 "Letter(s) of Credit" shall have the meaning provided in
Section 2.2.

                 "Letter of Credit Collateral" shall have the meaning provided
in Section 6.4.

                 "Letter of Credit Collateral Account" shall have the meaning
provided in Section 6.4.

                 "Letter of Credit Documents" shall have the meaning provided
in Section 2.16.

                 "Letter of Credit Usage" means at any time the sum of (i) the
aggregate maximum amount available to be drawn





                                       23
<PAGE>   30
under the Letters of Credit then outstanding, assuming compliance with all
requirements for drawing referred to therein, and (ii) the aggregate amount of
Borrower's unpaid obligations under  this Agreement in respect of the Letters
of Credit.

                 "LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the London Interbank Offered Rate
pursuant to Section 2.3.

                 "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind, or any other type
of preferential arrangement that has the effect of creating a security
interest, in respect of such asset. For purposes of this definition,
materialman's, mechanic's and labor liens shall not be included in the
definition of Lien.  For the purposes of this Agreement, the Borrower or any
Consolidated Subsidiary shall be deemed to own subject to a Lien any asset
which it has acquired or holds subject to the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement relating to such asset.

                 "Limited Minority Holdings" means Minority Holdings in which
either (i) Borrower has a less than forty percent (40%) ownership interest or
(ii) Borrower neither controls nor shares control of the management of such
Minority Holdings. As used in this definition only, the term "control" shall
mean the authority to make major management decisions as well as the management
of day-to-day operations of such entity.

                 "Loan" means a Domestic Loan, a Euro-Dollar Loan, or a Money
Market Loan and "Loans" means Domestic Loans, Euro-Dollar Loans or Money Market
Loans or any combination of the foregoing.





                                       24
<PAGE>   31
                 "Loan Documents" means this Agreement and the Notes.

                 "London Interbank Offered Rate" has the meaning set forth in
Section 2.7(b).

                 "Margin Stock" shall have the meaning provided such term in
Regulation U and Regulation G of the Federal Reserve Board.

                 "Material Adverse Effect" means an effect resulting from any
circumstance or event or series of circumstances or events, of whatever nature,
which does or could reasonably be expected to, (i) materially and adversely
impair, on more than an interim basis, the ability of the Borrower and its
Consolidated Subsidiaries, taken as a whole, to fulfill its material
obligations, or (ii) cause a Default.

                 "Material Plan" means at any time a Plan or Plans having
aggregate Unfunded Liabilities in excess of $5,000,000.

                 "Materials of Environmental Concern" means and includes
pollutants, contaminants, wastes, toxic and hazardous substances, petroleum and
petroleum by-products.

                 "Maturity Date" shall mean the date when all of the
Obligations hereunder shall be due and payable which shall be March 31, 2000,
unless extended pursuant to the terms of  Section 2.9 or unless accelerated
pursuant to the terms hereof.

                 "Maximum Revolving Credit Amount" means, at any particular
time, the Commitments at such time.

                 "Minority Holdings" means partnerships and corporations held
or owned by the Borrower which are not





                                       25
<PAGE>   32
consolidated with Borrower on Borrower's financial statements.

                 "Money Market Absolute Rate" has the meaning set forth in
Section 2.3(d).

                 "Money Market Absolute Rate Loan" means a loan to be made by a
Bank pursuant to an Absolute Rate Auction.

                 "Money Market Lending Office" means, as to each Bank, its
Domestic Lending Office or such other office, branch or affiliate of such Bank
as it may hereafter designate as its Money Market Lending Office by notice to
the Borrower and the Morgan Agent; provided that any Bank may from time to time
by notice to the Borrower and the Morgan Agent designate separate Money Market
Lending Offices for its Money Market LIBOR Loans, on the one hand, and its
Money Market Absolute Rate Loans, on the other hand, in which case all
references herein to the Money Market Lending Office of such Bank shall be
deemed to refer to either or both of such offices, as the context may require.

                 "Money Market LIBOR Loan" means a loan to be made by a Bank
pursuant to a LIBOR Auction (including such a loan bearing interest at the Base
Rate pursuant to Section 8.1).

                 "Money Market Loan" means a Money Market LIBOR Loan or a Money
Market Absolute Rate Loan.

                 "Money Market Margin" has the meaning set forth in Section
2.3(d)(ii)(C).

                 "Money Market Quote" means an offer by a Bank to make a Money
Market Loan in accordance with Section 2.3.

                 "Morgan" means Morgan Guaranty Trust Company of New York, in
its individual capacity.





                                       26
<PAGE>   33
                 "Morgan Agent" means Morgan Guaranty Trust Company of New York
in its capacity as co-agent for the Banks hereunder, and its permitted
successors in such capacity in accordance with the terms of this Agreement.

                 "Multiemployer Plan" means at any time an employee pension
benefit plan within the meaning of Section 4001(a)(3) of ERISA to which any
member of the ERISA Group is then making or accruing an obligation to make
contributions or has within the preceding five plan years made contributions,
including for these purposes any Person which ceased to be a member of the
ERISA Group during such five year period.

                 "Net Income" shall mean net income of the Borrower (including
any income attributable to Borrower's ownership in Minority Holdings) and its
Consolidated Subsidiaries determined in accordance with GAAP.

                 "Net Operating Cash Flow" shall mean Net Income of the
Borrower plus depreciation and amortization and interest (to the extent
previously deducted from Net Income) but less Capital Expenditures which are
not related to new construction or significant rehabilitation at any Real
Property Asset during the applicable period. As used herein, the term
"significant rehabilitation" shall mean a rehabilitation that occurs less than
six months after Borrower acquires a Real Property Asset or has an aggregate
cost (with respect to any individual Real Property Asset) equal to or in excess
of $2,000 per apartment unit at such Real Property Asset.

                 "Net Present Value" shall mean, as to a specified or
ascertainable dollar amount, the present value, as of the date of calculation
of any such amount using a discount rate equal to the Base Rate in effect as of
the date of such calculation; provided however, that such amounts shall be





                                       27
<PAGE>   34
deemed to have been incurred on January 1 of the applicable calendar year.

                 "Non-Recourse Debt" shall means Debt of the Borrower or any
Consolidated Subsidiary for which the right of recovery of the obligee thereof
is limited to recourse against the Real Property Assets securing such Debt
(subject to such limited exceptions to the non-recourse nature of such Debt
such as fraud, misappropriation, misapplication and environmental, as are usual
and customary in like transactions at the time of the incurrence of such Debt).

                 "Notes" means promissory notes of the Borrower, substantially
in the form of Exhibit A hereto, evidencing the obligation of the Borrower to
repay the Loans, together with any Designated Lender Notes, and "Note" means
any one of such promissory notes issued hereunder.

                 "Notice of Borrowing" means a Notice of Committed Borrowing
(as defined in Section 2.4), or a Notice of Money Market Borrowing (as defined
in Section 2.3(f)).

                 "Notice of Interest Rate Election" has the meaning set forth
in Section 2.17.

                 "Obligations" means all obligations, liabilities and
indebtedness of every nature of the Borrower, from time to time owing to any
Bank under or in connection with this Agreement or any other Loan Document,
including, without limitation, (i) the outstanding principal amount of the
Committed Loans at such time, plus (ii) the Letter of Credit Usage at such
time, plus (iii) the outstanding principal amount of any Money Market Loans at
such time.

                 "Operating Lease" means, with respect to any Person, any lease
of an asset which is not a lease required to be capitalized under GAAP, other
than any such lease under which such Person is the lessor.





                                       28
<PAGE>   35
                 "Operating Rent" means, as of the last day of any  fiscal
period, the aggregate rent payable with respect to that fiscal period to a
lessor under an Operating Lease.

                 "Parent" means, with respect to any Bank, any Person
controlling such Bank.

                 "Participant" has the meaning set forth in Section 9.6(b).

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

                 "Period Fraction" means with respect to any period of time, a
fraction, the numerator of which is the actual number of days in such period,
and the denominator of which is three hundred and sixty (360).

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

                 "Plan" means at any time an employee pension benefit plan
(other than a Multiemployer Plan) which is covered by Title IV of ERISA or
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained, or contributed to, by any member of
the ERISA Group for employees of any member of the ERISA Group or (ii) has at
any time within the preceding five years been maintained, or contributed to, by
any Person which was at such time a member of the ERISA Group for employees of
any Person which was at such time a member of the ERISA Group.





                                       29
<PAGE>   36
                 "Prepayment Date" shall have the meaning set forth in Section
2.10.

                 "Prime Rate" means the rate of interest publicly announced by
Fleet Bank, National Association from time to time as its Prime Rate.

                 "Rating Agencies" means, collectively, Standard & Poor's
Ratings Group and Moody's Investors' Services, Inc.

                 "REOC" shall have the meaning set forth in Section 4.6(c).

                 "Real Property Assets" means the real property assets
(including interests in participating mortgages in which the Borrower's
interest therein is characterized as equity according to GAAP) currently owned
directly or indirectly by the Borrower and listed on Schedule 4.15(a) annexed
hereto, as such may be modified from time to time to reflect sales, transfers,
assignments, conveyances, acquisitions and purchases of real property assets.

                 "Reference Banks means the CD Reference Bank or the
Euro-Dollar Reference Bank, as the context shall require, and "Reference Bank"
means any one of such Reference Banks.

                 "Regulation U" means Regulation U of the Board of  Governors
of the Federal Reserve System, as in effect from time to time.

                 "Required Banks" means at any time Banks having at least
66-2/3% of the aggregate amount of the Commitments or, if the Commitments shall
have been terminated, holding Notes evidencing at least 66-2/3% of the
aggregate unpaid principal amount of the Loans.





                                       30
<PAGE>   37
                 "Secured Debt" means Debt of the Borrower and its Consolidated
Subsidiaries secured by a Lien.

                 "Stabilized Real Estate Value" means, with respect to any
period, the preceding three (3) month Net Operating Cash Flow of the Real
Property Assets on an annualized basis capitalized at a rate of 9%.

                 "Subsidiary" means any corporation or other entity of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by the Borrower.

                 "Solvent" means, with respect to any Person, that the fair
saleable value of such Person's assets exceeds the Debts of such Person.

                 "Term" has the meaning set forth in Section 2.9.

                 "Termination Event" shall mean (i) a "reportable event", as
such term is described in Section 4043 of ERISA (other than a "reportable
event" not subject to the provision for 30-day notice to the PBGC), or an event
described in Section 4062(e) of ERISA, (ii) the withdrawal by any member of the
ERISA Group from a Multiemployer Plan during a plan year in which it is a
"substantial employer" (as defined in Section 4001(a)(2) of ERISA), or the
incurrence of liability by any member of the ERISA Group under Section 4064 of
ERISA upon the termination of a Multiemployer Plan, (iii) the filing of a
notice of intent to terminate any Plan under Section 4041 of ERISA, other than
in a standard termination within the meaning of Section 4041 of ERISA, or the
treatment of a Plan amendment as a distress termination under Section 4041 of
ERISA, (iv) the institution by the PBGC of proceedings to terminate, impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or cause a trustee to be appointed to





                                       31
<PAGE>   38
administer, any Plan or (v) any other event or condition that might reasonably
constitute grounds for the termination of, or the appointment of a trustee to
administer, any Plan or the imposition of any liability or encumbrance or Lien
on the Real Property Assets or any member of the ERISA Group under ERISA.

                 "Unadvanced Funds" shall mean an amount equal to all
unadvanced funds (other than unadvanced funds in connection with any
construction loan) which any third party is obligated to advance to Borrower or
another Person or otherwise pursuant to any loan document, written instrument
or otherwise (in the case of a loan to another Person, Borrower's share of the
Debt shall be calculated in the same manner as that set forth in the last
sentence of the definition of  "Debt").

                 "Unfunded Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the value of all benefit liabilities
under such Plan, determined on a plan termination basis using the assumptions
prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds (ii) the
fair market value of all Plan assets allocable to such liabilities under Title
IV of ERISA (excluding any accrued but unpaid contributions), all determined as
of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the ERISA
Group to the PBGC or any other Person under Title IV of ERISA.

                 "Unimproved Assets" means Real Property Assets upon which no
material improvements have been completed which completion is evidenced by a
certificate of occupancy or its equivalent.

                 "Unimproved Asset Value" means the book value of Unimproved
Assets, determined in accordance with GAAP.





                                       32
<PAGE>   39
                 "Unimproved Land" means Real Property Assets upon which no
construction of material improvements has been or is expected to be commenced
in a material way within ninety (90) days from the date such Real Property
Asset was acquired by Borrower or, as applicable, its Consolidated Subsidiary,
as certified to the Fleet Agent by the chief financial officer of Borrower;
Real Property Assets which have previously been excluded from this definition
as the result of the delivery of the above-referenced certification will be
deemed to be Unimproved Land if, after the delivery of such certification, no
such construction is commenced within such ninety day period and will continue
to be deemed Unimproved Land until such time as the chief financial officer of
Borrower shall certify to Fleet Agent that construction of material
improvements has commenced therein in a material way.

                 "Unimproved Land Value" means the book value of Unimproved
Land, determined in accordance with GAAP.

                 "United States" means the United States of America, including
the fifty states and the District of Columbia.

                 "Unleveraged Assets" means (i) Real Property Assets which are
not subject, in any part, to a Lien and which are not (a) Unimproved Assets or
(b) owned directly or indirectly by a Limited Minority Holding and (ii) Cash
and Cash Equivalents of Borrower or its Consolidated Subsidiaries which are not
subject, in any part, to a Lien.

                 "Unleveraged Asset Value" means the book value of Unleveraged
Assets, determined in accordance with GAAP (but without deduction for
depreciation).

                 "Unsecured Debt" means Debt of the Borrower and all
Consolidated Subsidiaries which is not secured by a Lien.





                                       33
<PAGE>   40
                 SECTION 1.2.  Accounting Terms and Determinations.   Unless
otherwise specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared in
accordance with GAAP applied on a basis consistent (except for changes
concurred in by the Borrower's independent public accountants) with the most
recent audited consolidated financial statements of the Borrower and its
Consolidated Subsidiaries delivered to the Fleet Agent; provided that, if the
Borrower notifies the Fleet Agent that the Borrower wishes to amend any
covenant in Article V to eliminate the effect of any change in GAAP on the
operation of such covenant (or if the Fleet Agent notifies the Borrower that
the Required Banks wish to amend Article V for such purpose), then the
Borrower's compliance with such covenant shall be determined on the basis of
GAAP in effect immediately before the relevant change in GAAP became effective,
until either such notice is withdrawn or such covenant is amended in a manner
reasonably satisfactory to the Borrower and the Required Banks.

                 SECTION 1.3.  Types of Borrowings.  The term "Borrowing"
denotes the aggregation of Loans of one or more Banks to be made to the
Borrower pursuant to Article II on the same date, all of which Loans are of the
same type (subject to Article VIII) and, except in the case of Base Rate Loans,
have the same initial Interest Period.  Borrowings are classified for purposes
of this Agreement either by reference to the pricing of Loans comprising such
Borrowing (e.g., a "Fixed Rate Borrowing" is a Euro-Dollar Borrowing, a CD
Borrowing or a Money Market Borrowing (excluding any such Borrowing consisting
of Money Market LIBOR Loans bearing interest at the Base Rate pursuant to
Section 8.1), and a "Euro-Dollar Borrowing" is a Borrowing comprised of
Euro-Dollar Loans) or by reference to the provisions of Article 2 under which
participation therein is





                                       34
<PAGE>   41
determined (i.e., a "Committed Borrowing" is a Borrowing under Section 2.1 in
which all Banks participate in proportion to their Commitments, while a "Money
Market Borrowing" is a Borrowing under Section 2.3 in which the Bank
participants are determined on the basis of their bids in accordance
therewith).


                                  ARTICLE II

                                  THE CREDITS

                 SECTION 2.1.  Commitments to Lend.  Each Bank severally
agrees, on the terms and conditions set forth in this Agreement, to make loans
to the Borrower or participate in Letters of Credit issued by the Fronting Bank
on behalf of Borrower pursuant to this Article from time to time during the
term hereof in amounts such that the aggregate principal amount of Loans by
such Bank at any one time outstanding together with such Bank's pro rata share
of Letter of Credit Usage shall not exceed the amount of its Commitment.  The
aggregate amount of Committed Loans together with Letter of Credit Usage and
outstanding Money Market Loans shall not exceed One Hundred Seventy-Five
Million Dollars ($175,000,000).  Each Borrowing outstanding under this Section
2.1 (other than a Borrowing in connection with a draw under a Letter of
Credit) shall be in an aggregate principal amount of $500,000, or an integral
multiple of $500,000 in excess thereof (except that any such Borrowing may be
in the aggregate amount available in accordance with Section 3.2(c)) and shall
be made from the several Banks ratably in proportion to their respective
Commitments.  Subject to the limitations set forth herein, any amounts repaid
may be reborrowed.

                 SECTION 2.2.  Notice of Committed Borrowing.  (a)  The
Borrower shall give the Fleet Agent notice not later than 10:00 a.m. (New York
City time) (x) one Domestic Busi-





                                       35
<PAGE>   42
ness Day before each Base Rate Borrowing, (y) three Euro-Dollar Business Days
before each Euro-Dollar Borrowing or (z) three Domestic Business Days before
each CD Borrowing, specifying:

                 (i)  the date of such Borrowing, which shall be a Domestic
Business Day in the case of a Domestic Borrowing or a Euro-Dollar Business Day
in the case of a Euro-Dollar Borrowing,

                 (ii)  the aggregate amount of such Borrowing,

                 (iii)  whether the Loans comprising such Borrowing are to be
Base Rate Loans, CD Loans or Euro-Dollar Loans, and

                 (iv)  in the case of a Fixed Rate Borrowing, the duration of
the initial Interest Period applicable thereto, subject to the provisions of
the definition of Interest Period.





                                       36
<PAGE>   43
                 (b)      The Borrower shall give the Fleet Agent and the
designated Fronting Bank, written notice that it desires to have Letters of
Credit (a "Letter of Credit") issued hereunder no later than 10:00 A.M., New
York City time, at least four (4) Domestic Business Days prior to the date of
such issuance.  Each such notice shall specify (i) the designated Fronting
Bank, (ii) the aggregate amount of the requested Letters of Credit, (iii) the
individual amount of each requested Letters of Credit and the number of Letters
of Credit to be issued, (iv) the date of such issuance (which shall be a
Domestic Business Day), (v) the name and address of the beneficiary, (vi) the
expiration date of the Letter of Credit (which in no event shall be later than
ten (10) Domestic Business Days prior to the Maturity Date), (vii) the purpose
and circumstances for which such Letter of Credit is being issued, and (viii)
the terms upon which each such Letters of Credit may be drawn down (which terms
shall not leave any discretion to Fronting Bank).  Each such notice may be
revoked telephonically by Borrower to each of the applicable Fronting Bank and
the Fleet Agent any time prior to the date of issuance of the Letter of Credit
by the applicable Fronting Bank, provided such revocation is confirmed in
writing by Borrower to Fronting Bank and the Fleet Agent within one (1)
Domestic Business Day by facsimile.  No later than 10:00 A.M. New York City
time on the date that is four (4) Domestic Business Days prior to the date of
issuance, Borrower shall specify a precise description of the documents and the
verbatim text of any certificate to be presented by the beneficiary of such
Letter of Credit, which if presented by such beneficiary prior  to the
expiration date of the Letter of Credit would require Fronting Bank to make a
payment under the Letter of Credit; provided that Fronting Bank may, in its
reasonable judgment, require changes in any such documents and certificates
only in conformity with changes in customary and commercially reasonable
practice or law and provided further, that no Letter of Credit shall require
payment against a conforming draft to be made thereunder on the





                                       37
<PAGE>   44
following Domestic Business Day that such draft is presented if such
presentation is made later than 10:00 A.M. New York City time (except that if
the beneficiary of any Letter of Credit requests at the time of the issuance of
its Letter of Credit that payment be made on the same Domestic Business Day
against a conforming draft, such beneficiary shall be entitled to such a same
day draw, provided such draft is presented to the applicable Fronting Bank no
later than 10:00 A.M. New York City time and provided further that, prior to
the issuance of such Letter of Credit, Borrower shall have requested to
Fronting Bank and Fleet Agent that such beneficiary shall be entitled to a same
day draw). In determining whether to pay on such Letter of Credit, Fronting
Bank shall be responsible only to determine that the documents and certificates
required to be delivered under the Letter of Credit have been delivered and
that they comply on their face with the requirements of that Letter of Credit.

                 SECTION 2.3  Money Market Borrowings.

                 (a)      The Money Market Option.  In addition to Committed
Borrowings pursuant to Section 2.1, the Borrower may, as set forth in this
Section, request the Banks during the Term to make offers to make Money Market
Loans to the Borrower, not to exceed, at such time, the lesser of (i) the
Maximum Revolving Credit Amount and (ii) $75,000,000.  The Banks may, but shall
have no obligation to, make such offers and the Borrower may, but shall have no
obligation to, accept any such offers in the manner set forth in this Section.

                 (b)      Money Market Quote Request.  When the Borrower wishes
to request offers to make Money Market Loans under this Section, it shall
transmit to the Morgan Agent by telex or facsimile transmission a Money Market
Quote Request substantially in the form of Exhibit D hereto so as to be
received not later than 10:30 A.M. (New York City time) on





                                       38
<PAGE>   45
(x) the fifth Euro-Dollar Business Day prior to the date of Borrowing proposed
therein, in the case of a LIBOR Auction or (y) the Domestic Business Day next
preceding the date of Borrowing proposed therein, in the case of an Absolute
Rate Auction (or, in either case, such other time or date as the Borrower and
the Morgan Agent shall have mutually agreed and shall have notified to the
Banks not later than the date of the Money Market Quote Request for the first
LIBOR Auction or Absolute Rate Auction for which such change is to be
effective) specifying:

                 (i)      the proposed date of Borrowing, which shall be a
         Euro-Dollar Business Day in the case of a LIBOR Auction or a Domestic
         Business Day in the case of an Absolute Rate Auction,

                 (ii)     the aggregate amount of such  Borrowing, which shall
         be $25,000,000 or a larger multiple of $500,000,

                 (iii) the duration of the Interest Period applicable thereto,
         subject to the provisions of the definition of Interest Period,

                 (iv) whether the Money Market Quotes requested are to set
         forth a Money Market Margin or a Money Market Absolute Rate, and

                 (v)      whether the Borrower has notified First Union
         National Bank of North Carolina that it has requested offers to make a
         Money Market Loan under this Agreement.

The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request.  No Money Market Quote
Request shall be given within five Euro-Dollar Business Days (or such other
number of days as the Borrower and the Morgan Agent may agree) of any other
Money Market Quote Request.





                                       39
<PAGE>   46
                 (c) Invitation for Money Market Quotes.  Promptly upon receipt
of a Money Market Quote Request, the Morgan Agent shall send to the Banks by
telex or facsimile transmission an Invitation for Money Market Quotes
substantially in the form of Exhibit E hereto, which shall constitute an
invitation by the Borrower to each Bank to submit Money Market Quotes offering
to make the Money Market Loans to which such Money Market Quote Request relates
in accordance with this Section.

                 (d) Submission and Contents of Money Market Quotes.  (i)  Each
Bank may submit a Money Market Quote containing an offer or offers to make
Money Market Loans in response to any Invitation for Money Market Quotes.  Each
Money Market Quote must comply with the requirements of this subsection (d) and
must be submitted to the Morgan Agent by telex or facsimile transmission at its
offices specified in or pursuant to Section 9.1 not later than (x) 2:00 P.M.
(New York City time) on the fourth Euro-Dollar Business Day prior to the
proposed date of Borrowing, in the case of a LIBOR Auction or (y) 9:30 A.M.
(New York City time) on the proposed date of Borrowing, in the case of an
Absolute Rate Auction (or, in either case, such other time or date as the
Borrower and the Morgan Agent shall have mutually agreed and shall have
notified to the Banks not later than the date of the Money Market Quote Request
for the first LIBOR Auction or Absolute Rate Auction for which such change is
to be effective); provided that Money Market Quotes submitted by the Morgan
Agent (or any affiliate of the Morgan Agent) in the capacity of a Bank may be
submitted, and may only be submitted, if the Morgan Agent or such affiliate
notifies the Borrower of the terms of the offer or offers contained therein not
later than (x) one hour prior to the deadline for the other Banks, in the case
of a LIBOR Auction or (y) 15 minutes prior to the deadline for the other Banks,
in the case of an Absolute Rate Auction.  Subject to Articles 3 and 6, any
Money Market Quote so made shall be irrevocable except with the written consent
of the Morgan Agent given on





                                       40
<PAGE>   47
the instructions of the Borrower.  Such Money Market Loans may be funded by
such Bank's Designated Lender (if any) as provided in Section 9.6(d), however
such Bank shall not be required to specify in its Money Market Quote whether
such Money Market Loan will be funded by such Designated Lender.

                 (ii)  Each Money Market Quote shall be in substantially the
form of Exhibit F hereto and shall in any case specify:

                 (A)  the proposed date of Borrowing,

                 (B)  the principal amount of the Money Market Loan for which
         each such offer is being made, which principal amount (w) may be
         greater than or less than the Commitment of the quoting Bank, (x) must
         be $5,000,000 or a larger multiple of $500,000, (y) may not exceed the
         principal amount of Money Market Loans for which offers were requested
         and (z) may be subject to an aggregate limitation as to the principal
         amount of Money Market Loans for which offers being made by such
         quoting Bank may be accepted,

                 (C)  in the case of a LIBOR Auction, the margin above or below
         the applicable London Interbank Offered Rate (the "Money Market
         Margin") offered for each such Money Market Loan, expressed as a
         percentage (specified to the nearest 1/10,000th of 1%) to be added to
         or subtracted from such base rate,

                 (D)  in the case of an Absolute Rate Auction, the rate of
         interest per annum (specified to the nearest 1/10,000th of 1%) (the
         "Money Market Absolute Rate") offered for each such Money Market Loan,
         and

                 (E)  the identity of the quoting Bank.





                                       41
<PAGE>   48
A Money Market Quote may set forth up to five separate offers by the quoting
Bank with respect to each Interest Period specified in the related Invitation
for Money Market Quotes.

                 (iii) Any Money Market Quote shall be disregarded if it:

                 (A)  is not substantially in conformity with Exhibit F
         hereto or does not specify all of the information required by
         subsection (d)(ii) above;

                 (B)  contains qualifying, conditional or similar language;

                 (C)  proposes terms other than or in addition to those set
         forth in the applicable Invitation for Money Market Quotes; or

                 (D)  arrives after the time set forth in subsection (d)(i).

                 (e)  Notice to Borrower.  The Morgan Agent shall promptly
notify the Borrower of the terms (x) of any Money Market Quote submitted by a
Bank that is in accordance with subsection (d) and (y) of any Money Market
Quote that amends,  modifies or is otherwise inconsistent with a previous Money
Market Quote submitted by such Bank with respect to the same Money Market Quote
Request.  Any such subsequent Money Market Quote shall be disregarded by the
Morgan Agent unless such subsequent Money Market Quote is submitted solely to
correct a manifest error in such former Money Market Quote.  The Morgan Agent's
notice to the Borrower shall specify (A) the aggregate principal amount of
Money Market Loans for which offers have been received for each Interest Period
specified in the related Money Market Quote Request, (B) the respective
principal amounts and Money Market Margins or Money Market Absolute Rates, as
the





                                       42
<PAGE>   49
case may be, so offered and (C) if applicable, limitations on the aggregate
principal amount of Money Market Loans for which offers in any single Money
Market Quote may be accepted.

                 (f)  Acceptance and Notice by Borrower.  Not later than 10:30
A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to
the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Morgan Agent shall
have mutually agreed and shall have notified to the Banks not later than the
date of the Money Market Quote Request for the first LIBOR Auction or Absolute
Rate Auction for which such change is to be effective), the Borrower shall
notify the Morgan Agent of its acceptance or non-acceptance of the offers so
notified to it pursuant to subsection (e).  In the case of acceptance, such
notice (a "Notice of Money Market Borrowing") shall specify the aggregate
principal amount of offers for each Interest Period that are accepted.  The
Borrower may accept any Money Market Quote in whole or in part; provided that:

                 (i)  the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the
         related Money Market Quote Request;

                 (ii) the principal amount of each Money Market Borrowing must
         be $25,000,000 or a larger multiple of $500,000;

                 (iii) acceptance of offers may only be made on the basis of
         ascending Money Market Margins or Money Market Absolute Rates, as the
         case may be; and

                 (iv)  the Borrower may not accept any offer that is described
         in subsection (d)(iii) or that otherwise





                                       43
<PAGE>   50
fails to comply with the requirements of this Agreement.

                 (g)  Allocation by Morgan Agent.  If offers are made by two or
more Banks with the same Money Market Margins or Money Market Absolute Rates,
as the case may be, for a greater aggregate principal amount than the amount in
respect of which such offers are accepted for the related Interest Period, the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the Morgan Agent among such Banks as nearly as
possible (in multiples of  $500,000, as the Morgan Agent may deem appropriate)
in proportion to the aggregate principal amounts of such offers.
Determinations by the Morgan Agent of the amounts of Money Market Loans shall
be conclusive in the absence of manifest error.

                 (h)      Notification by Morgan Agent.  Upon receipt of the
Borrower's Notice of Money Market Borrowing in accordance with Section 2.3(f)
hereof, the Morgan Agent shall, on the date such Notice of Money Market
Borrowing is received by the Morgan Agent, notify the Fleet Agent and each Bank
of the principal amount of the Money Market Borrowing accepted by the Borrower
and of such Bank's share (if any) of such Money Market Borrowing and such
Notice of Money Market Borrowing shall not thereafter be revocable by the
Borrower. A Bank who is notified that it has been selected to make a Money
Market Loan may designate its Designated Lender (if any) to fund such Money
Market Loan on its behalf, as described in Section 9.6(d).  Any Designated
Lender which funds a Money Market Loan shall on and after the time of such
funding become the obligee under such Money Market Loan and be entitled to
receive payment thereof when due.  No Bank shall be relieved of its obligation
to fund a Money Market Loan, and no Designated Lender shall assume such
obligation, prior to the time the applicable Money Market Loan is funded.





                                       44
<PAGE>   51
                 SECTION 2.4.  Notice to Banks; Funding of Loans.

                 (a)  Upon receipt of a notice from Borrower in accordance with
Section 2.2 hereof (each such notice being a "Notice of Committed Borrowing"),
the Fleet Agent shall, on the date such Notice of Committed Borrowing is
received by the Fleet Agent, notify Morgan Agent and each Bank of the contents
thereof and of such Bank's share of such Borrowing and, unless such Notice of
Committed Borrowing is for the issuance of a Letter of Credit, such Notice of
Committed Borrowing shall not thereafter be revocable by the Borrower.

                 (b)  Not later than 12:00 Noon (New York City time) on the
date of each Borrowing as indicated in the Notice of Committed Borrowing, each
Bank shall (except as provided in subsection (c) of this Section) make
available its share of such Borrowing in Federal funds immediately available in
New York City, to the Fleet Agent at its address referred to in Section 9.1.
If Borrower has requested the issuance of a Letter of Credit, no later than
12:00 Noon (New York City time) on the date of such issuance as indicated in
the Notice of Committed Borrowing, Fronting Bank shall issue such Letter of
Credit in the amount so requested and deliver the same to Borrower, with a copy
thereof to Fleet Agent and Morgan Agent.  Immediately upon the issuance of each
Letter of Credit by Fronting Bank, such Fronting Bank shall be deemed to have
sold and transferred to each other Bank, and each such other Bank shall be
deemed to, and hereby agrees to, have irrevocably and unconditionally purchased
and received from Fronting Bank, without recourse or warranty, an undivided
interest and a participation in such Letter of Credit, any drawing thereunder,
and the obligations of Borrower hereunder with respect thereto, and any
security therefor or guaranty pertaining thereto, in an amount equal to such
Bank's ratable  share thereof (based upon the ratio its Commitment bears the
aggregate of all Commitments).  Upon any change in any of the Commitments in





                                       45
<PAGE>   52
accordance herewith, there shall be an automatic adjustment to such
participations to reflect such changed shares. The applicable Fronting Bank
shall have the primary obligation to fund any and all draws made with respect
to such Letter of Credit notwithstanding any failure of a participating Bank to
fund its ratable share of any such draw.  Unless the Co-Managing Agents
determine that any applicable condition specified in Article III has not been
satisfied, the Fleet Agent will instruct the applicable Fronting Bank to make
such Letter of Credit available to the Borrower and such Fronting Bank shall
make such Letter of Credit available to the Borrower at the Borrower's
aforesaid address on the date of the Borrowing.  Without in any way implying a
right of Fronting Bank not to issue a Letter of Credit as provided for herein,
if a Fronting Bank shall fail to issue a Letter of Credit (notwithstanding that
the applicable conditions specified in Article III have been satisfied), the
Borrower may designate a substitute Fronting Bank, provided that the notice
periods set forth in Section 2.2(b) above shall begin anew.

                 (c)  Unless the Fleet Agent shall have received notice from a
Bank prior to the date of any Borrowing that such Bank will not, as applicable,
make available to the Fleet Agent such Bank's share of such Borrowing, the
Fleet Agent may assume that such Bank has made such share available to the
Fleet Agent on the date of such Borrowing in accordance with subsection (b) of
this Section 2.4 and the Fleet Agent may, in reliance upon such assumption, but
shall not be obligated to, make available to the Borrower on such date a
corresponding amount on behalf of such Bank.  If and to the extent that such
Bank shall not have so made such share available to the Fleet Agent, such Bank
and the Borrower severally agree to repay to the Fleet Agent forthwith on
demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to the Borrower until the date such
amount is repaid to the Fleet Agent, at (i) in the case of the





                                       46
<PAGE>   53
Borrower, a rate per annum equal to the higher of the Federal Funds Rate and
the interest rate applicable thereto pursuant to Section 2.7 and (ii) in the
case of such Bank, the Federal Funds Rate.  If such Bank shall repay to the
Fleet Agent such corresponding amount, such amount so repaid shall constitute
such Bank's Loan included in such Borrowing for purposes of this Agreement.

                 SECTION 2.5.  Notes.

                 (a)  The Loans of each Bank shall be evidenced by a single
Note payable to the order of such Bank for the account of its Applicable
Lending Office in an amount equal to the aggregate unpaid principal amount of
such Bank's Loans.

                 (b)  Each Bank may, by notice to the Borrower and the
Co-Managing Agents, request that its Loans of a particular type be evidenced by
a separate Note in an amount equal to the aggregate unpaid principal amount of
such Loans. Any additional costs incurred by Fleet Agent or the Banks in
connection with preparing such a Note shall be at the sole cost and expense of
the Bank requesting such Note. In the event any  Loans evidenced by such a Note
are paid in full prior to the Maturity Date, any such Bank shall return such
Note to Borrower.  Each such Note shall be in substantially the form of Exhibit
A hereto with appropriate modifications to reflect the fact that it evidences
solely Loans of the relevant type.  Each reference in this Agreement to the
"Note" of such Bank shall be deemed to refer to and include any or all of such
Notes, as the context may require.

                 (c)  Upon receipt of each Bank's Note pursuant to Section
3.1(a), the Fleet Agent shall forward such Note to such Bank.  Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connec-





                                       47
<PAGE>   54
tion with any transfer or enforcement of its Note, endorse on the appropriate
schedule appropriate notations to evidence the foregoing information with
respect to each such Loan then outstanding; provided that the failure of any
Bank to make any such recordation or endorsement shall not affect the
obligations of the Borrower hereunder or under the Notes.  Each Bank is hereby
irrevocably authorized by the Borrower so to endorse its Note and to attach to
and make a part of its Note a continuation of any such schedule as and when
required.

                 (d) The Loans shall mature, and the principal amount
thereof shall be due and payable, on the Maturity Date.

                 (e) There shall be no more than fifteen (15) Euro-Dollar Loans
and CD Loans outstanding at any one time.

                 SECTION 2.6.  Letters of Credit.   (a)  Subject to the terms
contained in this Agreement and the other Loan Documents, upon the receipt of a
Notice of Committed Borrowing requesting the issuance of a Letter of Credit,
Fronting Bank shall issue a Letter of Credit or Letters of Credit in such form
or as is reasonably acceptable to Borrower, in an aggregate amount equal to the
amount requested, provided that after the issuance of such Letters of Credit,
(i) the Letter of Credit Usage shall not exceed, in the aggregate, fifty
percent (50%) of the aggregate Commitments of the Banks, (ii) the Letter of
Credit Usage, when added to the aggregate principal amount of the Loans
outstanding or requested, shall not exceed, in the aggregate, the aggregate
Commitments of the Banks at such time, and (iii) with respect to each Bank, the
aggregate participations of such Bank with respect to the Letter of Credit
Usage shall not exceed, in the aggregate, fifty percent (50%) of the Commitment
of such Bank at such time.





                                       48
<PAGE>   55
                 (b)  Each Letter of Credit shall be issued in the minimum
aggregate amount of Fifty Thousand Dollars ($50,000) or any amount in excess of
thereof.

                 (c)  In the event of any request for a drawing under any
Letter of Credit by the beneficiary thereunder, Fronting Bank shall notify
Borrower and the Co-Managing Agents (and Fleet Agent shall promptly notify each
Bank thereof) on or before the date on which Fronting Bank intends to honor
such drawing, and, except as provided in this subsection (c), Borrower shall
reimburse Fronting Bank, in immediately available funds, on the same day on
which such drawing is honored in an amount equal to the amount of such drawing.
Notwithstanding anything contained herein to the contrary, however, unless
Borrower shall have notified the Co-Managing Agents and Fronting Bank prior to
11:00 a.m. (New York time) on the Domestic Business Day immediately prior to
the date of such drawing that Borrower intends to reimburse Fronting Bank for
the amount of such drawing with funds other than the proceeds of the Loans,
Borrower shall be deemed to have timely given a Notice of Committed Borrowing
pursuant to Section 2.2 to Fleet Agent, requesting a Borrowing of Base Rate
Loans on the date on which such drawing is honored and in an amount equal to
the amount of such drawing. Each Bank shall, in accordance with Section 2.4(b),
make available its share of such Borrowing to Fleet Agent, the proceeds of
which shall be applied directly by Fleet Agent to reimburse Fronting Bank for
the amount of such draw.  In the event that any Bank fails to make available to
Fronting Bank the amount of such Bank's participation on the date of a drawing,
Fronting Bank shall be entitled to recover such amount on demand from such Bank
together with interest at the Federal Funds Rate commencing on the date of
drawing.

                 (d)  If, after the date hereof, any change in any law or
regulation or in the interpretation thereof by any court or administrative or
governmental authority charged





                                       49
<PAGE>   56
with the administration thereof shall either (a) impose, modify or deem
applicable any reserve, special deposit or similar requirement against letters
of credit issued by, or assets held by, or deposits in or for the account of,
or participations in any letter of credit, upon any Bank (including Fronting
Bank) or (b) impose on any Bank any other condition regarding this Agreement or
such Bank (including Fronting Bank) as it pertains to the Letters of Credit or
any participation therein and the result of any event referred to in the
preceding clause (a) or(b) shall be to increase the cost to the Fronting Bank
or any Bank of issuing or maintaining any Letter of Credit or participating
therein then the Borrower shall pay to the Fronting Bank or such Bank, upon
written demand therefor to the Borrower from the Fleet Agent, such additional
amounts as shall be required to compensate the Fronting Bank or such Bank for
such increased costs or reduction in amounts received or receivable hereunder
together with interest thereon at the Federal Funds Rate plus the Applicable
Margin on Base Rate Loans at such time. The amount specified in the written
demand shall, absent manifest error, be final and conclusive and binding upon
the Borrower.

                 (e) Borrower hereby agrees to protect, indemnify, pay and save
Fronting Bank harmless from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
attorneys' fees and disbursements) which Fronting Bank may incur or be subject
to as a result of (i) the issuance of the Letters of Credit, other than as a
result of the gross negligence or wilful misconduct of Fronting Bank or (ii)
the failure of Fronting Bank to honor a drawing under any Letter of Credit as a
result of any act or omission, whether rightful or wrongful, of any  present or
future de jure or de facto government or governmental authority (collectively,
"Governmental Acts").  As between Borrower or any Fronting Bank, Borrower
assumes all risks of the acts and omission of, or misuses of the Letters of
Credit issued by Fronting Bank by





                                       50
<PAGE>   57
the beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, Fronting Bank shall not be responsible (i) for the
form, validity, sufficiency, accuracy, genuineness or legal effect of any
document submitted by any party in connection with the application for and
issuance of such Letters of Credit, even if it should in fact prove to be in
any and all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) for the validity or insufficiency of any instrument transferring or
assigning or purporting to transfer or assign any such Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) for failure of the
beneficiary of any such Letter of Credit to comply fully with conditions
required in order to draw upon such Letter of Credit; (iv) for errors,
omissions, interruptions or delays in transmission or delivery of any message,
by mail, cable, telegraph, telex, facsimile transmission, or otherwise; (v) for
errors in interpretation of any technical terms; (vi) for any loss or delay in
the transmission or otherwise of any documents required in order to make a
drawing under any such Letter of Credit or of the proceeds thereof; (vii) for
the misapplication by the beneficiary of any such Letter of Credit of the
proceeds of such Letter of Credit; and (viii) for any consequence arising from
causes beyond the control of Fronting Bank including any Government Acts.  None
of the above shall affect, impair or prevent the vesting of Fronting Bank's
rights and powers hereunder.  In furtherance and extension and not in
limitation of the specific provisions hereinabove set forth, any action taken
or omitted by Fronting Bank under or in connection with the Letters of Credit
issued by it or the related certificates, if taken or omitted in good faith,
shall not put Fronting Bank under any resulting liability to Borrower.

                 (f)  If Fronting Bank or Fleet Agent is required at any time,
pursuant to any bankruptcy, insolvency, liquidation or reorganization law or
otherwise, to return to Bor-





                                       51
<PAGE>   58
rower any reimbursement by Borrower of any drawing under any Letter of Credit,
each Bank shall pay to Fronting Bank or Fleet Agent, as the case may be, its
share of such payment, but without interest thereon unless Fronting Bank or
Fleet Agent is required to pay interest on such amounts to the person
recovering such payment, in which case with interest thereon, computed at the
same rate, and on the same basis, as the interest that Fronting Bank or Fleet
Agent is required to pay.

                 SECTION 2.7.  Interest Rates.

                 (a)      Each Base Rate Loan shall bear interest on the
outstanding principal amount thereof, for each day from the date such Loan is
made until the date it is repaid or converted into a Fixed Rate Loan pursuant
to Section 2.17 or at the Maturity Date, at a rate per annum equal to the Base
Rate plus the Applicable Margin for Base Rate Loans for such day.  Such
interest shall be payable for each Interest Period on the  last day thereof.

                 (b)      Each CD Loan shall bear interest on the outstanding
principal amount thereof, for each day during the Interest Period applicable
thereto, at a rate per annum equal to the sum of the Applicable Margin for CD
Loans for such day plus the Adjusted CD Rate applicable to such Interest
Period; provided that if any CD Loan or any portion thereof shall, as a result
of clause (2)(a) or (2)(b)(i) of the definition of Interest Period, have an
Interest Period of less than 30 days, such portion shall bear interest during
such Interest Period at the rate applicable to Base Rate Loans during such
period.  Such interest shall be payable for each Interest Period on the last
day thereof, or if such Interest Period is longer than three months, at
intervals of 90 days after the first day thereof.





                                       52
<PAGE>   59
                 The "Adjusted CD Rate" applicable to any Interest Period means
a rate per annum determined pursuant to the following formula:

                      [ CDBR       ]*
             ACDR   = [ ---------- ]  + AR
                      [ 1.00 - DRP ]

             ACDR   =  Adjusted CD Rate
             CDBR   =  CD Base Rate
             DRP    =  Domestic Reserve Percentage
             AR     =  Assessment Rate

         -------------
         *  The amount in brackets being rounded upward, if necessary, to the
         next higher 1/100 of 1%

                 The "CD Base Rate" applicable to any Interest Period is the
rate of interest determined by the Fleet Agent to be the average (rounded
upward, if necessary, to the next higher 1/100 of 1%) of the prevailing rates
per annum bid at 10:00 A.M. (New York City time) (or as soon thereafter as
practicable) on the first day of such Interest Period by two or more New York
certificate of deposit dealers of recognized standing for the purchase at face
value from the CD Reference Bank of its certificates of deposit in an amount
comparable to the principal amount of the CD Loan of such CD Reference Bank to
which such Interest Period applies and having a maturity comparable to such
Interest Period.

                 "Domestic Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including without
limitation any basic, supplemental or emergency reserves) for a member bank of
the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of





                                       53
<PAGE>   60
new non-personal time deposits in dollars in New York City having a maturity
comparable to the related Interest Period and in an amount of $100,000 or more.
The Adjusted CD Rate shall be adjusted automatically on and as of the effective
date of any change in the Domestic Reserve Percentage.

                 "Assessment Rate" means for any day the annual assessment rate
in effect on such day which is payable by a member of the Bank Insurance Fund
classified as adequately capitalized and within supervisory subgroup "A" (or a
comparable successor assessment risk classification) within the meaning of 12
C.F.R. Section 327.3(d) (or any successor provision) to the Federal Deposit
Insurance Corporation (or any successor) for such Corporation's (or such
successor's) insuring time deposits at offices of such institution in the
United States.  The Adjusted CD Rate shall be adjusted automatically on and as
of the effective date of any change in the Assessment Rate.

                 (c)  Each Euro-Dollar Loan shall bear interest on the
outstanding principal amount thereof, for each day during the Interest Period
applicable thereto, at a rate per annum equal to the sum of the Applicable
Margin for Euro-Dollar Loans for such day plus the Adjusted London Interbank
Offered Rate applicable to such Interest Period.  Such interest shall be
payable for each Interest Period on the last day thereof and, if such Interest
Period is longer than three months, at intervals of 90 days after the first day
thereof.

                 The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
London Interbank Offered Rate applicable during such Interest Period by (ii)
1.00 minus the Euro-Dollar Reserve Percentage.





                                       54
<PAGE>   61
                 The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the respective rates per annum at which deposits in dollars are
offered to each of the Euro-Dollar Reference Banks in the London interbank
market at approximately 11:00 a.m. (London time) two Euro-Dollar Business Days
before the first day of such Interest Period in an amount approximately equal
to the principal amount of the Euro-Dollar Loan of such Euro-Dollar Reference
Bank to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.

                 "Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five
billion dollars in respect of "Eurocurrency liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to which the
interest rate on Euro-Dollar Loans is determined or any category of extensions
of credit or other assets which includes loans by a non-United States office of
any Bank to United States residents). The Adjusted London Interbank Offered
Rate shall be adjusted automatically on and as of the effective date of any
change in the Euro-Dollar Reserve Percentage.

                 (d)  Subject to Section 8.1, each Money Market LIBOR Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the sum of the
London Interbank  Offered Rate for such Interest Period (determined in
accordance with Section 2.7(c) as if the related Money Market LIBOR Borrowing
were a Committed Euro-Dollar Borrowing) plus (or minus) the Money Market Margin
quoted by the Bank making such Loan in accordance with Section 2.3.  Each Money
Market





                                       55
<PAGE>   62
Absolute Rate Loan shall bear interest on the outstanding principal amount
thereof, for the Interest Period applicable thereto, at a rate per annum equal
to the Money Market Absolute Rate quoted by the Bank making such Loan in
accordance with Section 2.3.  Such interest shall be payable for each Interest
Period on the last day thereof and, if such Interest Period is longer than
three months, at intervals of three months after the first day thereof.  Any
overdue principal of or interest on any Money Market Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the sum
of 2% plus the Base Rate for such day.

                 (e)  In the event that, and for so long as, any Event of
Default shall have occurred and be continuing, the outstanding principal amount
of the Loans, and, to the extent permitted by applicable law, overdue interest
in respect of all Loans, shall bear interest at the annual rate equal to the
sum of the Prime Rate and four percent (4%).

                 (f)  The Fleet Agent shall determine each interest rate
applicable to the Loans hereunder.  The Fleet Agent shall give prompt notice to
the Borrower and the Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

                 (g)  The Reference Bank agrees to use its best efforts to
furnish quotations to the Fleet Agent as contemplated by this Section.  If the
Reference Bank does not furnish a timely quotation, the provisions of Section
8.1 shall apply.





                                       56
<PAGE>   63
                 SECTION 2.8.  Fees.

                 (a)  Facility Fee.  The Borrower shall pay to the Fleet Agent
for the account of the Banks ratably in proportion to their respective
Commitments a facility fee accruing at a rate per annum equal to the then
applicable Facility Fee Percentage on the Maximum Revolving Credit Amount, such
fee being payable quarterly in arrears.  The Facility Fee shall be payable in
arrears on each January 1, April 1, July 1 and October 1 during the Term.

                 (b)  Letter of Credit Fee.  During the Term, but provided that
no Event of Default shall have occurred and be continuing, Borrower shall pay
to the Fleet Agent, for the account of the Banks in proportion to their
interests in respective undrawn issued Letters of Credit, a Letter of Credit
Fee in an amount equal to the LC Applicable Rate per annum on the daily average
of such issued and undrawn Letters of Credit, which fee shall be payable, in
arrears, on each January 1, April 1, July 1 and October 1 during the Term.
From the occurrence, and during the continuance, of an Event of Default, such
fee shall be increased to be equal to 4% per annum on the daily average of such
issued and undrawn Letters of Credit.  For purposes hereof, the "LC Applicable
Rate" shall be deemed to mean the respective percentages per annum  determined,
at any time, based upon the range into which Borrower's Credit Rating then
falls, in accordance with the following table.  Any change in Borrower's Credit
Rating causing it to move to a different range on the table shall effect an
immediate change in the LC Applicable Rate. In the event that Borrower's Credit
Rating is such that the Rating Agencies' ratings are split between a higher and
lower range on the table below, the LC Applicable Rate shall be based upon the
average of the LC Applicable Rates applicable to such ratings.  In the event
that only one Rating Agency has set Borrower's Credit





                                       57
<PAGE>   64
Rating, then the LC Applicable Rate shall be based on such rating only.

<TABLE>
<CAPTION>
Range of Borrower's
Credit Rating
(S&P/Moody's                               LC Applicable Rate
Ratings)                                   (% per annum)
-------------                              -------------
<S>                                                <C>
A-/A3 or higher                                    0.575

BBB+/Baal                                          0.750

BBB/Baa2                                           0.875

BBB-/Baa3                                          1.000

Below BBB-/Baa3                                    1.500
</TABLE>

                 (c)  Fronting Bank Fee.  The Borrower shall pay any Fronting
Bank which on the date of the issuance of a Letter of Credit has a senior
unsecured credit rating of "AAA" or "Aaa" from Standard & Poor's Rating Group
or Moody's Investors' Services, respectively, for its own account, a fee (a
"Fronting Bank Fee") at a rate per annum equal to .15% of the issued and
undrawn amount of such Letter of Credit, which fee shall be in addition to an
not in lieu of, the Letter of Credit Fee.  The Fronting Bank Fee shall be
payable in arrears on each January 1, April 1, July 1 and October 1 during the
Term.

                 (d)  Fees Non-Refundable.  All fees set forth in this Section
2.8 shall be deemed to have been earned on the date payment is due in
accordance with the provisions hereof and shall be non-refundable.  The
obligation of the Borrower to pay such fees in accordance with the provisions
hereof shall be binding upon the Borrower and shall inure to the benefit of the
Co-Managing Agents, and the Banks regardless of whether any Loans are actually
made.





                                       58
<PAGE>   65
                 SECTION 2.9.  Mandatory Expiration; Extension Options.

                 The term (as such may be extended pursuant to the terms of
this Section 2.9, the "Term") of the Commitments shall terminate and expire on
the third (3rd) anniversary of the Effective Date (the "Maturity Date"), except
that, subject to the following conditions, the Borrower shall have two options
(each, an "Extension Option") exercisable upon delivery by the Borrower of
written notice thereof to the Co-Managing Agents (each, an "Extension Notice")
on or before 60 days prior to Maturity Date to extend the Term of the
Commitments  and the Maturity Date for additional one year periods, such that,
in the event that the first Extension Option is exercised the Term and the
Maturity Date shall be extended until the fourth (4th) anniversary of the
Effective Date and if both the first and the second Extension Options are
exercised, the Term and the Maturity Date shall be extended until the fifth
(5th) anniversary of the Effective Date. Upon receipt of an Extension Notice,
Fleet Agent shall promptly deliver copies of the same to the Banks.  The
Borrower's right to exercise the first Extension Option shall be subject to the
following terms and conditions: (i) the Banks holding no less than 75% of the
aggregate Commitments consent in writing to such Extension within thirty (30)
days after the Fleet Agent's receipt of the first Extension Notice, which
consent shall be in the sole discretion of the Banks, (ii) no Default or Event
of Default shall have occurred and be continuing both on the date Borrower
delivers the Extension Notice to the Fleet Agent and on March 31, 2000 (the
"First Extension Date"), (iii) Borrower's Credit Rating shall be no lower than
BBB/Baa2, and (iv) the Borrower shall pay to the Fleet Agent, for the account
of the Banks, on the First Extension Date a fee equal to .125% of the then
uncancelled Commitments.  The Borrower's right to exercise the second Extension
Option shall be subject to the following terms and conditions: (i) Borrower
shall have exercised, and the requisite Banks shall





                                       59
<PAGE>   66
have consented to the exercise of, the first Extension Option, (ii) the Banks
holding no less than 75% of the aggregate Commitments consent in writing to
such Extension within thirty (30) days after the Fleet Agent's receipt of the
second Extension Notice, which consent shall be in the sole discretion of the
Banks, (iii) no Default or Event of Default shall have occurred and be
continuing both on the date Borrower delivers the second Extension Notice to
the Fleet Agent and on March 31, 2001 (the "Second Extension Date"), (iv)
Borrower's Credit Rating shall be no lower than BBB/Baa2, and (v) the Borrower
shall pay to the Fleet Agent, for the account of the Banks, on the Second
Extension Date a fee equal to .125% of the then uncancelled Commitments.
Borrower's delivery of any Extension Notice shall be irrevocable except that
Borrower may revoke the Extension Notice only if, upon the expiration of the
thirty (30) day period set forth for the consent of the requisite Banks, less
than 100% of the Banks shall have consented in writing to such Extension or
earlier if at least one Bank has refused to consent in writing to such
Extension, provided that, in any case, such revocation shall be delivered to
the Fleet Agent in writing no less than fifteen (15) days prior to the Maturity
Date.  Upon the date of the termination of the Term, any Loans then outstanding
(together with accrued interest thereon) shall be due and payable on such date
and any undrawn and issued Letters of Credit shall be returned to the Fleet
Agent.  In the event that Banks holding less than 100% but no less than 75% of
the aggregate Commitments consent to the extension of the term, commencing on
either the First Extension Date or the Second Extension Date, as the case may
be, and Borrower does not revoke the Extension Notice as permitted by this
Section 2.9, the aggregate Commitment shall be reduced by the Commitments of
the Banks not consenting to the applicable Extension and on the applicable
Extension Date, such non-consenting Banks shall be released from any
obligations to Borrower hereunder. On the  applicable Extension Date, the
non-consenting Banks shall receive from Borrower and Borrower shall pay to such





                                       60
<PAGE>   67
non-consenting Banks all amounts due to such non-consenting Banks with respect
to their respective Commitments as if such date were the Maturity Date with
respect to such Commitments and the failure of the Borrower to repay such
amounts and return any Letters of Credit issued by such non-consenting Banks
(including any Letters of Credit in which such non-consenting Banks have
participated) on the applicable Extension Date shall constitute an Event of
Default hereunder. Unless (i) Borrower shall have notified the Co-Managing
Agents prior to 11:00 a.m. (New York time) on the Domestic Business Day
immediately prior to an Extension Date that Borrower intends to pay Fleet Agent
any such amounts due to such non-consenting Banks or (ii) the Available
Revolving Credit Amount is insufficient to pay the amount(s) due to such
non-consenting Banks, Borrower shall be deemed to have timely given a Notice of
Committed Borrowing pursuant to Section 2.2. to Fleet Agent, requesting a
Borrowing of Base Rate Loans on the Extension Date in an amount equal to the
amount due to such non-consenting Banks.

                 SECTION 2.10.  Mandatory Prepayment.  If at any time (i) the
Borrower or any Consolidated Subsidiary sells, transfers, assigns or conveys
assets, the book value of which (computed in accordance with GAAP but without
deduction for depreciation), in the aggregate of all such sales, transfers,
assignments, foreclosures, or conveyances occurring within the Term equals or
exceeds $200,000,000 in any eighteen (18) month period, or (ii) aggregate
Limited  Minority Holdings of the Borrower and its Consolidated Subsidiaries
exceed fifteen percent (15%) of Combined Asset Value (the date either such
event shall occur being the "Prepayment Date"), the Commitments shall be
terminated and  Borrower shall be required to prepay the Loans in their
entirety as if the Prepayment Date is the Maturity Date.  Borrower shall
immediately make such prepayment together with interest accrued to the date of
the prepayment on the principal amount prepaid and shall return or cause to be





                                       61
<PAGE>   68
returned all Letters of Credit to the applicable Fronting Bank.  In connection
with the prepayment of a Fixed Rate Loan prior to the maturity thereof, the
Borrower shall also pay any applicable expenses pursuant to Section 2.13.  Each
such prepayment shall be applied to prepay ratably the Loans of the Banks.
Amounts prepaid pursuant to this Section 2.10 may not be reborrowed. As used in
this Section 2.10 only, the phrase "sells, transfers, assigns or conveys" shall
not include (i) sales or conveyances among Borrower and any Consolidated
Subsidiaries, or (ii) mortgages secured by Real Property Assets.

                 SECTION 2.11.  Optional Prepayments.

                 (a) The Borrower may, upon at least one (1) Domestic Business
Day's notice to the Fleet Agent, prepay any Base Rate Borrowing in whole at any
time, or from time to time in part in amounts aggregating Five Hundred Thousand
Dollars ($500,000) or any larger multiple of Five Hundred Thousand Dollars
($500,000), by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment.  Each such optional prepayment
shall be applied to  prepay ratably the Loans of the several Banks included in
such Borrowing.

                 (b) The Borrower may, upon at least one (1) Domestic Business
Day's notice to the Fleet Agent (by 11:00 a.m New York time of such Domestic
Business Day), reimburse the Fleet Agent on behalf of the appropriate Fronting
Bank for the amount of any drawing under a Letter of Credit in whole or in part
in any amount.

                 (c) The Borrower may at any time return any undrawn Letters of
Credit to the Fronting Bank in whole, but not in part and the Fronting Bank
shall promptly give Fleet Agent and each of the Banks notice of such return.





                                       62
<PAGE>   69
                 (d)  Except as provided in Article 8, the Borrower may not
prepay all or any portion of the principal amount of any Euro-Dollar Loan or CD
Loan prior to the end of the Interest Period applicable thereto unless the
Borrower shall also pay any applicable expenses pursuant to Section 2.13. Any
such prepayment shall be upon at least three (3) Euro-Dollar Business Days
notice to the Fleet Agent.  Each such optional prepayment shall be in the
amounts set forth in Section 2.11(a) above and shall be applied to prepay
ratably the Loans of the Banks included.

                 (e)  The Borrower may not prepay any Money Market Loan.

                 (f)  The Borrower may at any time and from time to time cancel
all or any part of the Commitments by the delivery to the Co-Managing Agents of
a notice of cancellation within the applicable time periods set forth in
Sections 2.11(a) and (d) if there are Loans then outstanding or, if there are
no Loans outstanding at such time, upon at least five (5) Domestic Business
Days notice to Fleet Agent, whereupon, in either event, all or such portion of
the Commitments, as applicable, shall terminate as to the Banks, pro rata on
the date set forth in such notice of cancellation, and, if there are any Loans
then outstanding, Borrower shall prepay, as applicable, all or such portion of
Loans outstanding on such date in accordance with the requirements of Section
2.11(a) and (d). Borrower shall be permitted to designate in its notice of
cancellation which Loans, if any, are to be prepaid. In no event shall Borrower
be permitted to cancel Commitments for which a Letter of Credit has been issued
and is outstanding unless Borrower returns such Letter of Credit to the
applicable Fronting Bank.

                 (g)  Upon receipt of a notice of prepayment or cancellation or
a return of a Letter of Credit pursuant to this Section, the Fleet Agent shall
promptly notify the Morgan Agent and each Bank of the contents thereof and of





                                       63
<PAGE>   70
such Bank's ratable share (if any) of such prepayment or cancellation and such
notice shall not thereafter be revocable by the Borrower.

                 (h) Any amounts so prepaid pursuant to Section 2.11 (a), (b),
(c) or (d) may be reborrowed. In the event Borrower elects to cancel all or any
portion of the  Commitments pursuant to Section 2.11(f) hereof, such amounts
may not be reborrowed.

                 SECTION 2.12.  General Provisions as to Payments.

                 (a)  The Borrower shall make each payment of principal of, and
interest on, the Loans and of fees hereunder, not later than 12:00 Noon (New
York City time) on the date when due, in Federal or other funds immediately
available in New York City, to the Fleet Agent at its address referred to in
Section 9.1.  The Fleet Agent will promptly distribute to each Bank its ratable
share of each such payment received by the Fleet Agent for the account of the
Banks.  Whenever any payment of principal of, or interest on, the Base Rate
Loans or CD Loans or of fees shall be due on a day which is not a Domestic
Business Day, the date for payment thereof shall be extended to the next
succeeding Domestic Business Day.  Whenever any payment of principal of, or
interest on, the Euro-Dollar Loans shall be due on a day which is not a
Euro-Dollar Business Day, the date for payment thereof shall be extended to the
next succeeding Euro-Dollar Business Day unless such Euro-Dollar Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Euro-Dollar Business Day.  If the date for any
payment of principal is extended by operation of law or otherwise, interest
thereon shall be payable for such extended time.

                 (b)  Unless the Fleet Agent shall have received notice from
the Borrower prior to the date on which any payment is due to the Banks
hereunder that the Borrower will





                                       64
<PAGE>   71
not make such payment in full, the Fleet Agent may assume that the Borrower has
made such payment in full to the Fleet Agent on such date and the Fleet Agent
may, in reliance upon such assumption, cause to be distributed to each Bank on
such due date an amount equal to the amount then due such Bank.  If and to the
extent that the Borrower shall not have so made such payment, each Bank shall
repay to the Fleet Agent forthwith on demand such amount distributed to such
Bank together with interest thereon, for each day from the date such amount is
distributed to such Bank until the date such Bank repays such amount to the
Fleet Agent, at the Federal Funds Rate.

                 SECTION 2.13.  Funding Losses.  If the Borrower makes any
payment of principal with respect to any Fixed Rate Loan (pursuant to Article
II, VI or VIII or otherwise) on any day other than the last day of the Interest
Period applicable thereto, or the last day of an applicable period fixed
pursuant to Section 2.7(c), or if the Borrower fails to borrow, prepay, convert
or continue any Fixed Rate Loans after notice has been given to any Bank in
accordance with Section 2.4(a), 2.11(c), or 2.17(c), or if Borrower shall
deliver a Notice of Interest Rate Election specifying that a Fixed Rate Loan
shall be converted on a date other than the first (lst) day of the then current
Interest Period applicable thereto, the Borrower shall reimburse each Bank
within 15 days after certification of such Bank of such loss or expense (which
shall be delivered by each such Bank to Fleet Agent for delivery to Borrower)
for any resulting loss or expense incurred by it (or by an existing or
prospective Participant in the related Loan), including (without limitation)
any loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after any such payment or
conversion or failure to borrow, prepay, convert or continue, provided that
such Bank shall have delivered to Fleet Agent and Fleet Agent shall have
delivered to the Borrower a certification as to the amount of such loss or
expense, which





                                       65
<PAGE>   72
certification shall set forth the basis for such loss or expense and shall be
conclusive in the absence of manifest error.

                 SECTION 2.14.  Computation of Interest and Fees.  Interest
based on the Prime Rate or Federal Funds Rate hereunder shall be computed on
the basis of a year of 365 days (or 366 days in a leap year) and paid for the
actual number of days elapsed (including the first day but excluding the last
day).  All other interest and fees shall be computed on the basis of a year of
360 days and paid for the actual number of days elapsed (including the first
day but excluding the last day).

                 SECTION 2.15.  Use of Proceeds.  The Borrower shall use the
proceeds of the Loans solely for the acquisition, development, financing
(except that Letters of Credit which are used for credit enhancement may only
be used in connection with financings in the tax exempt market) and improvement
of multi-family apartment buildings and general working capital needs of the
Borrower.

                 SECTION 2.16. Letter of Credit Usage Absolute. The obligations
of the Borrower under this Agreement in respect of any Letter of Credit shall
be unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement (as the same may be amended from time to time) and
such other agreement or instrument under all circumstances, including, without
limitation, to the extent permitted by law, the following circumstances:

         (a) any lack of validity or enforceability of any Letter of Credit or
any other agreement or instrument relating thereto (collectively, the "Letter
of Credit Documents") or any Loan Document;

         (b) any change in the time, manner or place of payment of, or in any
other term of, all or any of the obligations





                                       66
<PAGE>   73
of the Borrower in respect of the Letters of Credit or any other amendment or
waiver of or any consent by the Borrower to departure from all or any of the
Letter of Credit Documents or any Loan Document, provided that no Fronting Bank
shall consent to any such change or amendment unless previously consented to in
writing by the Borrower;

         (c) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the obligations of the Borrower in respect of the Letters of
Credit;

         (d) the existence of any claim, set-off, defense or other right that
the Borrower may have at any time against any beneficiary or any transferee of
a Letter of Credit (or any Persons for whom any such beneficiary or any such
transferee  may be acting), the Morgan Agent, the Fleet Agent, the Fronting
Bank or any Bank (other than a defense based on the gross negligence or wilful
misconduct of the Morgan Agent, the Fleet Agent, Fronting Bank or such Bank) or
any other Person, whether in connection with the Loan Documents, the
transactions contemplated hereby or by the Letters of Credit Documents or any
unrelated transaction;

         (e) any draft or any other document presented under or in connection
with any Letter of Credit or other Loan Document proving to be forged,
fraudulent, invalid or insufficient in any respect or any statement therein
being untrue or inaccurate in any respect; provided that payment by the
Fronting Bank under such Letter of Credit against presentation of such draft or
document shall not have constituted gross negligence or wilful misconduct of
the Fronting Bank;

         (f) payment by the Fronting Bank against presentation of a draft or
certificate that does not comply with the terms of the Letter of Credit;
provided that such payment





                                       67
<PAGE>   74
shall not have constituted gross negligence or wilful misconduct of the
Fronting Bank; and

         (g) any other circumstance or happening whatsoever other than the
payment in full of all obligations hereunder in respect of any Letter of Credit
or any agreement or instrument relating to any Letter of Credit, whether or not
similar to any of the foregoing, that might otherwise constitute a defense
available to, or a discharge of, the Borrower; provided that such other
circumstance or happening shall not have been the result of gross negligence or
wilful misconduct of the Fronting Bank or any issuing Bank.

                 Section 2.17. Method of Electing Interest Rates.Section 2.17.
Method of Electing Interest Rates.   (a) The Loans included in each Borrowing
shall bear interest initially at the type of rate specified by the Borrower in
the applicable Notice of Committed Borrowing.  Thereafter, the Borrower may
from time to time elect to change or continue the type of interest rate borne
by each Group of Loans (subject in each case to the provisions of Article
VIII), as follows:

                 (i)  if such Loans are Base Rate Loans, the Borrower may elect
to convert such Loans to Euro-Dollar Loans or CD Loans as of any Euro-Dollar
Business Day;

                 (ii)  if such Loans are Euro-Dollar Loans, the Borrower may
elect to convert such Loans to Base Rate Loans or CD Loans or elect to continue
such Loans as Euro-Dollar Loans for an additional Interest Period, in each case
effective on the last day of the then current Interest Period applicable to
such Loans, or on such other date designated by Borrower in the Notice of
Interest Rate Election, provided Borrower shall pay any losses pursuant to
Section 2.13.

                 (iii)  if such Loans are CD Loans, the Borrower may elect to
convert such Loans to Base Rate Loans or Euro-





                                       68
<PAGE>   75
Dollar Loans or elect to continue such Loans as CD Loans for an additional
Interest Period, in each case effective on the last day of the then current
Interest Period applicable to such Loans or on such other date designated by
Borrower in the  Notice of Interest Rate Election, provided Borrower shall pay
any losses pursuant to Section 2.13.

Each such election shall be made by delivering a notice (a "Notice of Interest
Rate Election") to the Fleet Agent at least three (3) Euro-Dollar Business Days
before the conversion or continuation selected in such notice is to be
effective.  A Notice of Interest Rate Election may, if it so specifies, apply
to only a portion of the aggregate principal amount of the relevant Group of
Loans; provided that (i) such portion is allocated ratably among the Loans
comprising such Group, (ii) the portion to which such Notice applies, and the
remaining portion to which it does not apply, are each $500,000 or any larger
multiple of $500,000, (iii) there shall be no more than fifteen (15)
Euro-Dollar Loans and CD Loans outstanding at any time, (iv) no Loan may be
continued as, or converted into, a Fixed Rate Loan when any Event of Default
has occurred and is continuing, and (v) no Interest Period shall extend beyond
the Maturity Date.

                 (b)  Each Notice of Interest Rate Election shall specify:

                 (i)  the Group of Loans (or portion thereof) to which such
notice applies;

                 (ii) the date on which the conversion or continuation selected
in such notice is to be effective, which shall comply with the applicable
clause of subsection (a) above;

                 (iii) if the Loans comprising such Group are to be converted,
the new type of Loans and, if such new Loans are





                                       69
<PAGE>   76
Fixed Rate Loans, the duration of the initial Interest Period applicable
thereto; and

                 (iv)  if such Loans are to be continued as Euro-Dollar Loans
for an additional Interest Period, the duration of such additional Interest
Period.

Each Interest Period specified in a Notice of Interest Rate Election shall
comply with the provisions of the definition of Interest Period.

                 (c)  Upon receipt of a Notice of Interest Rate Election from
the Borrower pursuant to subsection (a) above, the Fleet Agent shall notify
Morgan Agent and each Bank the same day as it receives such Notice of Interest
Rate Election of the contents thereof and such notice shall not thereafter be
revocable by the Borrower.  If the Borrower fails to deliver a timely Notice of
Interest Rate Election to the Fleet Agent for any Group of Euro-Dollar Loans or
CD Loans, such Loans shall be converted into Base Rate Loans on the last day of
the then current Interest Period applicable thereto.

                                 ARTICLE III

                                  CONDITIONS


         SECTION 3.1.  Closing.  The closing hereunder shall  occur on the date
(the "Closing Date") when each of the following conditions is satisfied (or
waived by the Morgan Agent and the Banks), each document to be dated the
Closing Date unless otherwise indicated:

         (a)  the Borrower shall have executed and delivered to the Fleet Agent
a Note for the account of each Bank dated on or before the Closing Date
complying with the provisions of Section 2.5;





                                       70
<PAGE>   77
         (b)  the Borrower, the Co-Managing Agents and each of the Banks shall
have executed and delivered to the Borrower and the Co-Managing Agents a duly
executed original of this Agreement;

         (c)  the Morgan Agent shall have received an opinion of Cuddy & Feder,
New York and David, Hagner, Kuney & Davison, P.C.  Maryland counsel for the
Borrower, acceptable to the Morgan Agent, the Banks and their counsel;

         (d)  the Morgan Agent shall have received all documents the Morgan
Agent may reasonably request relating to the existence of the Borrower, the
authority for and the validity of this Agreement and the other Loan Documents,
and any other matters relevant hereto, all in form and substance satisfactory
to the Morgan Agent.  Such documentation shall include, without limitation, the
articles of incorporation of the Borrower, as amended, modified or supplemented
to the Closing Date, certified to be true, correct and complete by a senior
officer of the Borrower as of a date not more than ten (10) days prior to the
Closing Date, together with a good standing certificate from the Secretary of
State (or the equivalent thereof) of Maryland and from the Secretary of State
(or the equivalent thereof) of each other State in which the Borrower is
required to be qualified to transact business, each to be dated not more than
thirty (30) days prior to the Closing Date;

         (e)  the Morgan Agent shall have received all certificates, agreements
and other documents and papers referred to in this Section 3.1 and Section 3.2,
unless otherwise specified, in sufficient counterparts, satisfactory in form
and substance to the Morgan Agent in its sole discretion;

         (f)  the Borrower shall have taken all actions required to
authorize the execution and delivery of this Agreement





                                       71
<PAGE>   78
and the other Loan Documents and the performance thereof by the Borrower;

         (g)  the Morgan Agent shall be satisfied that the Borrower is not
subject to any present or contingent environmental liability which could have a
Material Adverse Effect;

         (h)  the Fleet Agent shall have received wire transfer instructions
in connection with the Loans to be made on the Closing Date;

         (i)  the Fleet Agent shall have received, for its and  any other
Bank's account, all fees due and payable pursuant to Section 2.8 hereof on or
before the Closing Date, and the fees and expenses accrued through the Closing
Date of Skadden, Arps, Slate, Meagher & Flom;

         (j)  the Morgan Agent shall have received copies of all consents,
licenses and approvals, if any, required in connection with the execution,
delivery and performance by the Borrower, and the validity and enforceability,
of the Loan Documents, or in connection with any of the transactions
contemplated thereby, and such consents, licenses and approvals shall be in
full force and effect; and

         (k)  the Morgan Agent shall have received the audited financial
statements of the Borrower and its Consolidated Subsidiaries for the fiscal
year ending December 31, 1995.

         SECTION 3.2.  Borrowings.  The obligation of any Bank to make a Loan
or to participate in any Letter of Credit issued by the Fronting Bank and the
obligation of Fronting Bank to issue a Letter of Credit on the occasion of any
Borrowing is subject to the satisfaction of the following conditions (as
determined by both Co-Managing Agents):





                                       72
<PAGE>   79
         (a)  the Closing Date shall have occurred on or prior to March 31,
1997;

         (b)  receipt by the Fleet Agent of a Notice of Borrowing as required
by Section 2.2 and 2.4 or 2.3;

         (c)  immediately after such Borrowing, the aggregate outstanding
principal amount of the Loans and Letter of Credit Usage will not exceed the
aggregate amount of the Commitments and with respect to each Bank, such Bank's
pro rata portion of the Committed Loans and Letter of Credit Usage will not
exceed such Bank's Commitment;

         (d)  immediately after such Borrowing, the aggregate outstanding
undrawn issued Letters of Credit shall not exceed 50% of the aggregate
uncancelled Commitments;

         (e)  immediately before and after such Borrowing, no Default or Event
of Default shall have occurred and be continuing both before and after giving
effect to the making of such Loans or issuing such Letters of Credit;

         (f)  the representations and warranties of the Borrower contained in
this Agreement shall be true and correct in all material respects on and as of
the date of such Borrowing both before and after giving effect to the making of
such Loans;

         (g)  no law or regulation shall have been adopted, no order, judgment
or decree of any governmental authority shall have been issued, and no
litigation shall be pending, which does or seeks to enjoin, prohibit or
restrain, the making or repayment of the Loans, the issuance of any Letter of
Credit or any participations therein or the consummation of the transactions
contemplated by this Agreement; and

         (h)  no event, act or condition shall have occurred  after the Closing
Date which, in the reasonable judgment of





                                       73
<PAGE>   80
the Co-Managing Agents or the Banks, as the case may be, has had or is likely
to have a Material Adverse Effect;

Each Borrowing hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing as to the facts specified in clauses
(c), (d), (e), (f), (g), and (h) of this Section.

                 In the event that all Co-Managing Agents in good faith and in
accordance with commercially reasonable standards believe that the Borrower is
not entitled to request a Borrowing as a result of the occurrence of a Material
Adverse Effect, then the Fleet Agent shall notify the Borrower of the existence
of such Material Adverse Effect, together with a reasonable description
thereof.  Notwithstanding the foregoing, the Banks shall have no obligations to
make, continue or convert any Loans hereunder in the event that all Co-Managing
Agents reasonably believe that a Material Adverse Effect has occurred.

                                  ARTICLE IV

                        REPRESENTATIONS AND WARRANTIES


         In order to induce the Co-Managing Agents and each of the other Banks
which is or may become a party to this Agreement to make the Loans or issue the
Letters of Credit, the Borrower makes the following representations and
warranties as of the Closing Date.  Such representations and warranties shall
survive the effectiveness of this Agreement, the execution and delivery of the
other Loan Documents and the making of the Loans and the issuance of the
Letters of Credit or participations therein.

         SECTION 4.1.  Existence and Power.  The Borrower is a corporation,
duly formed, validly existing and in good standing as a corporation under the
laws of Maryland and has





                                       74
<PAGE>   81
all powers and all material governmental licenses, authorizations, consents and
approvals required to own its property and assets and carry on its business as
now conducted or as it presently proposes to conduct and has been duly
qualified and is in good standing in every jurisdiction in which the failure to
be so qualified and/or in good standing is likely to have a Material Adverse
Effect.

         SECTION 4.2.  Power and Authority.  The Borrower has the corporate
power and authority to execute, deliver and carry out the terms and provisions
of each of the Loan Documents and has taken all necessary corporate action to
authorize the execution and delivery on behalf of the Borrower and the
performance by the Borrower of such Loan Documents.  The Borrower has duly
executed and delivered each Loan Document, and each such Loan Document
constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms, except as enforceability may be
limited by applicable insolvency, bankruptcy or other laws affecting creditors
rights generally, or general principles of equity, whether such enforceability
is considered  in a proceeding in equity or at law.

         SECTION 4.3.  No Violation.  Neither the execution, delivery or
performance by or on behalf of the Borrower of the Loan Documents, nor
compliance by the Borrower with the terms and provisions thereof nor the
consummation of the transactions contemplated by the Loan Documents, (i) will
materially contravene any applicable provision of any law, statute, rule,
regulation, order, writ, injunction or decree of any court or governmental
instrumentality or (ii) will materially conflict with or result in any breach
of, any of the terms, covenants, conditions or provisions of, or constitute a
default under, or result in the creation or imposition of (or the obligation to
create or impose) any Lien  upon any of the property or assets of the Borrower
or any of its Consolidated Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, or other agreement or





                                       75
<PAGE>   82
other instrument to which the Borrower (or of any partnership of which the
Borrower is a partner) or any of its Consolidated Subsidiaries is a party or by
which it or any of its property or assets is bound or to which it is subject,
or (iii) will cause a material default by the Borrower under any organizational
document of any Person in which the Borrower has an interest, or cause a
material default under the Borrower's articles of incorporation or by laws.

         SECTION 4.4.  Financial Information.

         (a)  The consolidated balance sheets of the Borrower and its
Consolidated Subsidiaries dated as of December 31, 1995 and September 30, 1996
and the related consolidated statements of Borrower's financial position for
the fiscal periods then ended, reported on, in the case of the periods ended
December 31, 1995, by Coopers & Lybrand and set forth in the Borrower's SEC
Reports, copies of which have been delivered to each of the Banks, fairly
present, in conformity with GAAP, the consolidated financial position of the
Borrower and its Consolidated Subsidiaries as of such dates and their
consolidated results of operations and cash flows for such fiscal periods.

         (b)  Since December 31, 1995, (i) nothing has occurred having a
Material Adverse Effect upon the Borrower and its Consolidated Subsidiaries
(including without limitation the Real Property Assets) considered as a whole
and (ii) except as previously disclosed to the Co-Managing Agents, the Borrower
has not incurred any material indebtedness or guaranty.

         SECTION 4.5.  Litigation.  There is no action, suit or proceeding
pending against, or to the knowledge of the Borrower threatened against or
affecting, (i) the Borrower or any of its Consolidated Subsidiaries, (ii) the
Loan Documents or any of the transactions contemplated by the Loan Documents or
(iii) any of its assets, before any court or





                                       76
<PAGE>   83
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could, individually, or in
the aggregate have a Material Adverse Effect upon the Borrower or its
Consolidated Subsidiaries or which in any manner draws into question the
validity of  this Agreement or the other Loan Documents.

         SECTION 4.6.  Compliance with ERISA.  (a)  Each member of the ERISA
Group has fulfilled its obligations under the minimum funding standards of
ERISA and the Internal Revenue Code with respect to each Plan and is in
compliance in all material respects with the presently applicable provisions of
ERISA and the Internal Revenue Code with respect to each Plan.  No member of
the ERISA Group has (i) sought a waiver of the minimum funding standard under
Section 412 of the Internal Revenue Code in respect of any Plan, (ii) failed to
make any contribution or payment to any Plan or Multiemployer Plan or in
respect of any Benefit Arrangement, or made any amendment to any Plan or
Benefit Arrangement, which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal
Revenue Code or (iii) incurred any liability under Title IV of ERISA other than
a liability to the PBGC for premiums under Section 4007 of ERISA.

         (b)  The transactions contemplated by the Loan Documents will not
constitute a nonexempt prohibited transaction (as such term is defined in
Section 4975 of the Code or Section 406 of ERISA) that could subject the
Co-Managing Agents or the Banks to any tax or penalty or prohibited
transactions imposed under Section 4975 of the Code or Section 502(i) of ERISA.

         (c)  The Borrower is a Real Estate Operating Company ("REOC") within
the meaning of Regulation Section 2510.3-101(e) of ERISA.





                                       77
<PAGE>   84
         SECTION 4.7.  Environmental Matters.  In the ordinary course of its
business, the Borrower conducts an ongoing review of the effect of
Environmental Laws on the business, operations and properties of the Borrower
and its Consolidated Subsidiaries, including without limitation the Real
Property Assets, in the course of which it identifies and evaluates associated
liabilities and costs (including, without limitation, any capital or operating
expenditures required for clean-up or closure of properties presently or
previously owned, any capital or operating expenditures required to achieve or
maintain compliance with environmental protection standards imposed by law or
as a condition of any license, permit or contract, any related constraints on
operating activities, including any periodic or permanent shutdown of any
facility or reduction in the level of or change in the nature of operations
conducted thereat, any costs or liabilities in connection with off-site
disposal of wastes or Materials of Environmental Concern, and any actual or
potential liabilities to third parties, including employees, and any related
costs and expenses).  On the basis of this review, the Borrower has reasonably
concluded that such associated liabilities and costs, including the costs of
compliance with Environmental Laws, are unlikely to have a Material Adverse
Effect on the Borrower and its Consolidated Subsidiaries.

         SECTION 4.8.  Taxes.  United States Federal income tax returns of the
Borrower and its Consolidated Subsidiaries have been examined and closed
through the fiscal year ended December  31, 1994.  The Borrower and its
Consolidated Subsidiaries have filed all United States Federal income tax
returns and all other material tax returns which are required to be filed by
them and have paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Borrower or any Consolidated Subsidiary. The
charges, accruals and reserves on the books of the Borrower and its
Consolidated Subsidiaries in respect of taxes or





                                       78
<PAGE>   85
other governmental charges are, in the opinion of the Borrower, adequate.

         SECTION 4.9.  Full Disclosure.  All information heretofore furnished
by the Borrower to the Co-Managing Agents or any Bank for purposes of or in
connection with this Agreement or any transaction contemplated hereby is, and
all such information hereafter furnished by the Borrower to the Co-Managing
Agents or any Bank will be, true and accurate in all material respects on the
date as of which such information is stated or certified.  The Borrower has
disclosed to the Co-Managing Agents and the Banks in writing any and all facts
which have or may have (to the extent the Borrower can now reasonably foresee)
a Material Adverse Effect on the Borrower and its Consolidated Subsidiaries or
materially affect the ability of the Borrower to perform its obligations under
this Agreement or the other Loan Documents.

         SECTION 4.10.  Solvency.  On the Closing Date and after giving effect
to the transactions contemplated by the Loan Documents occurring on the Closing
Date, the Borrower will be Solvent.

         SECTION 4.11.  Use of Proceeds; Margin Regulations.  All proceeds of
the Loans or Letters of Credit will be used by the Borrower only in accordance
with the provisions hereof.  No part of the proceeds of any Loan will be used
by the Borrower to purchase or carry any Margin Stock or to extend credit to
others for the purpose of purchasing or carrying any Margin Stock.  Neither the
making of any Loan nor the use of the proceeds thereof will violate or be
inconsistent with the provisions of Regulations G, T, U or X of the Federal
Reserve Board.

         SECTION 4.12.  Governmental Approvals.  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





                                       79
<PAGE>   86
thereof, is required to authorize, or is required in connection with the
execution, delivery and performance of any Loan Document or the consummation of
any of the transactions contemplated thereby other than those that have already
been duly made or obtained and remain in full force and effect.

         SECTION 4.13.  Investment Company Act; Public Utility Holding Company
Act.  The Borrower is not (x) an "investment company" or a company "controlled"
by an "investment company", within the meaning of the Investment Company Act of
1940, as amended, (y) a "holding company" or a "subsidiary company" of a
"holding company" or an "affiliate" of either a "holding company" or a
"subsidiary company" within the meaning of the Public Utility Holding Company
Act of 1935, as amended, or (z) subject to any other federal or state law or
regulation which purports to restrict or regulate its ability to borrow money.

         SECTION 4.14.  Patents, Trademarks, etc.  The Borrower has obtained
and holds in full force and effect all patents, trademarks, servicemarks, trade
names, copyrights and other such rights, free from burdensome restrictions,
which are necessary for the operation of its business as presently conducted,
the impairment of which is likely to have a Material Adverse Effect.

         SECTION 4.15.  Ownership of Property.  Schedule 4.15(a) attached
hereto and made a part hereof sets forth all the real property owned or leased
by the Borrower and Persons in which the Borrower, directly or indirectly, owns
an interest as of the Closing Date.  As of the Closing Date, the Borrower and
such Persons have good and insurable fee simple title to all of such real
property, subject to customary encumbrances and liens as of the date of this
Agreement.   As of the date of this Agreement, there are no mortgages, deeds of
trust, indentures, debt instruments or other agreements creating a Lien against
any of the Real Property Assets except as disclosed on Schedule 4.15(b).





                                       80
<PAGE>   87
         SECTION 4.16.  No Default.  No Default or Event of Default exists
under or with respect to any Loan Document and the Borrower is not in default
in any material respect beyond any applicable grace period under or with
respect to any other material agreement, instrument or undertaking to which it
is a party or by which it or any of its property is bound in any respect, the
existence of which default is likely to result in a Material Adverse Effect.

         SECTION 4.17.  Licenses, etc.  The Borrower has obtained and hold in
full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditation, easements, rights of way and
other consents and approvals which are necessary for the operation of its
businesses as presently conducted, the absence of which is likely to have a
Material Adverse Effect.

         SECTION 4.18.  Compliance With Law.  The Borrower and each of the Real
Property Assets are in compliance with all laws, rules, regulations, orders,
judgments, writs and decrees, including, without limitation, all building and
zoning ordinances and codes, the failure to comply with which is likely to have
a Material Adverse Effect.

         SECTION 4.19.  No Burdensome Restrictions.  The Borrower is not a
party to any agreement or instrument or subject to any other obligation or any
charter or corporate or partnership restriction, as the case may be, which,
individually or in the aggregate, is likely to have a Material Adverse Effect.

         SECTION 4.20.  Brokers' Fees.  The Borrower has not dealt with any
broker or finder with respect to the transactions contemplated by this
Agreement or otherwise in connection with this Agreement, and none of such
parties has done any acts, had any negotiations or conversation, or made any
agreements or promises which will in any way create or give





                                       81
<PAGE>   88
rise to any obligation or liability for the payment by the Borrower of any
brokerage fee, charge, commission or other compensation to any party with
respect to the transactions contemplated by the Loan Documents, other than the
fees payable hereunder.

         SECTION 4.21.  Labor Matters.  There are no collective bargaining
agreements or Multiemployer Plans covering the employees of the Borrower and
none of such Persons has suffered any strikes, walkouts, work stoppages or
other material labor difficulty within the last five years.

         SECTION 4.22.  Insurance.  The Borrower currently maintains insurance
at 100% replacement cost insurance coverage in respect of each of the Real
Property Assets, as well as comprehensive general liability insurance
(including "builders' risk") against claims for personal, and bodily injury
and/or death, to one or more persons, or property damage, as well as workers'
compensation insurance, in each case with respect to the Real Property Assets
with insurers having an A.M. Best policyholders' rating of not less than A-VIII
in amounts that prudent owner of assets such as the Real Property Assets would
maintain.

         SECTION 4.23.  Organizational Documents.  The documents delivered
pursuant to Section 3.1(f) constitute, as of the Closing Date, all of
organizational documents (together with all amendments and modifications
thereof) of the Borrower.   The Borrower represents that it has delivered to
the Co-Managing Agents true, correct and complete copies of each of the
documents set forth in this Section 4.23.

         SECTION 4.24.  Principal Offices.  As of the Closing Date, the
principal office, chief executive office and principal place of business of the
Borrower is 15 River Road, Suite 210, Wilton, Connecticut 06897.





                                       82
<PAGE>   89
         SECTION 4.25.  REIT Status.  The Borrower qualifies as a real estate
investment trust under the Code.


                                  ARTICLE V

                      AFFIRMATIVE AND NEGATIVE COVENANTS


         The Borrower covenants and agrees that, so long as any Bank has any
Commitment hereunder or any Obligations remain unpaid:

         SECTION 5.1.  Information.  The Borrower will deliver to each of the
Banks:

         (a)  as soon as available and in any event within 90 days after the
end of each fiscal year of the Borrower a consolidated balance sheet of the
Borrower and its Consolidated Subsidiaries as of the end of such fiscal year
and the related consolidated statements of Borrower's financial  position for
such fiscal year, setting forth in each case in comparative form the figures
for the previous fiscal year, all reported on in a manner acceptable to the
Securities and Exchange Commission by Coopers & Lybrand or other independent
public accountants of nationally recognized standing;

         (b)  as soon as available and in any event within 45 days after the
end of each of the first three quarters of each fiscal year of the Borrower,
(i) a consolidated balance sheet of the Borrower and its Consolidated
Subsidiaries as of the end of such quarter and the related consolidated
statements of Borrower's financial position for such quarter and for the
portion of the Borrower's fiscal year ended at the end of such quarter, setting
forth in the case of such Borrower's financial position in comparative form the
figures for the corresponding quarter and the corresponding portion of the
Borrower's previous fiscal year, and (ii) and





                                       83
<PAGE>   90
such other information reasonably requested by the Co-Managing Agents or any
Bank;

         (c)  simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of the chief
financial officer or the chief accounting officer of the Borrower (i) setting
forth in reasonable detail the calculations required to establish whether the
Borrower was in compliance with the requirements of Section 5.8 on the date of
such financial statements; (ii) stating whether, to such officer's knowledge,
any Default exists on the date of such certificate and, if any Default then
exists, setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto; and (iii) certifying (x) that
such financial statements fairly present the financial condition and the
results of operations of the Borrower on the dates and for the periods
indicated, on the basis of GAAP, with respect to the Borrower subject, in the
case of interim financial statements, to normally recurring year-end
adjustments, and (y) that such officer has reviewed the terms of the Loan
Documents and has made, or caused to be made under his or her supervision, a
review in reasonable detail of the business and condition of the Borrower
during the period beginning on the date through which the last such review was
made pursuant to this Section 5.1(c) (or, in the case of the first
certification pursuant to this Section 5.1(c), the Closing Date) and ending on
a date not more than ten (10) Domestic Business Days prior to the date of such
delivery and that (1) on the basis of such financial statements and such review
of the Loan Documents, no Event of Default existed under Section 6.1(b) with
respect to Sections 5.8 and 5.9 at or as of the date of said financial
statements, and (2) on the basis of such review of the Loan Documents and the
business and condition of the Borrower, to the best knowledge of such officer,
no Default or Event of Default under any other provision of Section 6.1
occurred or, if any such Default or Event of Default has occurred, specifying





                                       84
<PAGE>   91
the nature and extent thereof and, if continuing, the action the Borrower
proposes to take in respect thereof and (3) no event has occurred which would
give rise to a mandatory prepayment pursuant to Section 2.10 hereof.  Such
certificate shall, set forth the calculations required to establish the matters
described in clauses (1) and (3) above;

         (d)  simultaneously with the delivery of each set of  financial
statements referred to in clause (a) above, a statement of the firm of
independent public accountants which reported on such statements (i) whether
anything has come to their attention to cause them to believe that any Default
existed on the date of such statements and (ii) confirming the calculations set
forth in the officer's certificate delivered simultaneously therewith pursuant
to clause (c) above;

         (e)  (i) within five (5) days after any officer of the Borrower
obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth the details thereof and the action which the
Borrower is taking or proposes to take with respect thereto; (ii) promptly and
in any event within ten (10) days after the Borrower obtains knowledge thereof,
notice of (x) any litigation or governmental proceeding pending or threatened
against the Borrower or the Real Property Assets as to which there is a
reasonable possibility of an adverse determination and which, if adversely
determined, is likely to individually or in the aggregate, result in a Material
Adverse Effect, (y) any other event, act or condition which is likely to result
in a Material Adverse Effect, and (z) any event giving rise to a mandatory
prepayment pursuant to Section 2.10.

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





                                       85
<PAGE>   92
         (g)  promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) which the Borrower shall have filed with the Securities and
Exchange Commission;

         (h)  if and when any member of the ERISA Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA or notice that any Multiemployer
Plan is in reorganization, is insolvent or has been terminated, a copy of such
notice; (iii) receives notice from the PBGC under Title IV of ERISA of an
intent to terminate, impose liability (other than for premiums under Section
4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a
copy of such notice; (iv) applies for a waiver of the minimum funding standard
under Section 412 of the Internal Revenue Code, a copy of such application; (v)
gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a
copy of such notice and other information filed with the PBGC; (vi) gives
notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of
such notice; or (vii) fails to make any payment or contribution to any Plan or
Multiemployer Plan or in respect of any Benefit Arrangement  or makes any
amendment to any Plan or Benefit Arrangement which has resulted or could result
in the imposition of a Lien or the posting of a bond or other security, a
certificate of the chief financial officer or the chief accounting officer of
the Borrower setting forth details as to such occurrence and





                                       86
<PAGE>   93
action, if any, which the Borrower or applicable member of the ERISA Group is
required or proposes to take;

         (i)  promptly and in any event within five (5) Domestic Business Days
after the Borrower obtains actual knowledge of any of the following events, a
certificate of the Borrower, executed by an officer of the Borrower, specifying
the nature of such condition and the Borrower's or, if the Borrower has actual
knowledge thereof, the Environmental Affiliate's proposed initial response
thereto:  (i) the receipt by the Borrower, or, if the Borrower has actual
knowledge thereof, any of the Environmental Affiliates of any communication
(written or oral), whether from a governmental authority, citizens group,
employee or otherwise, that alleges that the Borrower, or, if the Borrower has
actual knowledge thereof, any of the Environmental Affiliates, is not in
compliance with applicable Environmental Laws, and such noncompliance is likely
to have a Material Adverse Effect, (ii) the Borrower shall obtain actual
knowledge that there exists any Environmental Claim pending against the
Borrower or any Environmental Affiliate or (iii) the Borrower obtains actual
knowledge of any release, emission, discharge or disposal of any Material of
Environmental Concern that is likely to form the basis of any Environmental
Claim against the Borrower or any Environmental Affiliate which in any such
event is likely to have a Material Adverse Effect.

         (j)  promptly and in any event within five (5) Domestic Business Days
after receipt of any material notices or correspondence from any company or
agent for any company providing insurance coverage to the Borrower relating to
any loss in excess of $250,000 of the Borrower, copies of such notices and
correspondence;

         (k) within 45 days after the end of each quarter of each fiscal year
of Borrower, an updated Schedule 4.15 (a) and 4.15(b), certified by the chief
financial officer of the





                                       87
<PAGE>   94
Borrower as true, correct and complete as of the date such updated schedules
are delivered;

         (l) within 45 days after June 30 and December 31, a cash flow
statement with respect to each Unleveraged Asset, showing year to date
summaries of cash receipts, payments and disbursements with respect to each
Unleveraged Asset, together with a certification of the chief financial officer
of the Borrower stating that such cash flow statement is true and correct and
fairly represents the income and expenses of such Unleveraged Asset.

         (m) within 45 days after June 30 and December 31, a statement
containing (i) a listing of all new construction projects and Real Property
Assets then undergoing significant rehabilitation (collectively, "Development
Projects"), (ii) a list of overall cash payments and disbursements for each
such Development Project, and (iii) a reasonable good faith  estimate of the
cost to complete each such Development Project, such that such Development
Project is open to the public and available for rental, together with a
certification of the chief financial officer of the Borrower certifying that,
as of the date of such certification, such statement is true and correct and
fairly represent the scope, expenses, costs of completion of such Development
Projects.

         (n)  within 45 days after the end of each fiscal quarter a letter from
the Chief Financial Officer of the Borrower in the form of Exhibit C.

         (o)  from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Fleet Agent, at the request of any Bank, may reasonably request in writing.

(0)                                       assuming Borrower is in default under
such Non-Recourse Debt, and assuming the fore-





                                       88
<PAGE>   95
closure or surrender of the Real Property Asset securing such Non-Recourse
Debt, that Borrower is still in compliance with the covenants set forth in
Section 5.8 hereof, and (2) that the aggregate principal amount of Defaulted
Non-Recourse Debt has not exceeded $75,000,000 any time during the Term.

         SECTION 5.3.  Maintenance of Property; Insurance.

         (a)  The Borrower will keep, and will cause each Consolidated
Subsidiary to keep, all property useful and necessary in its business,
including without limitation the Real Property Assets (for so long as it
constitutes Real Property Assets), in good repair, working order and condition,
ordinary wear and tear excepted, except that, with respect to Real Property
Assets securing Defaulted Non-Recourse Debt which have not been foreclosed by
or surrendered to the holder of such Non-Recourse Debt, Borrower will only be
required to maintain such assets in the manner required by law, code or
statute.

         (b)  The Borrower shall maintain insurance comparable to that
described in Section 4.22 hereof with insurers meeting the qualifications
described therein, which insurance shall in any event not provide for
materially less coverage than the insurance in effect on the Closing Date, and
(b) furnish to each Bank from time to time, upon written request, certificates
of insurance and such other information relating to such insurance as such Bank
may reasonably request.  The Borrower will deliver to the Banks (i) on the date
of the first Borrowing hereunder, a certificate dated such date showing the
amount of coverage as of such date, (ii) upon request of any Bank through the
Fleet Agent from time to time full information as to the insurance carried,
(iii) within five (5) days of receipt of notice from any insurer a copy of any
notice of cancellation or material change in coverage from that existing on the
date of this





                                       89
<PAGE>   96
Agreement and (iv) forthwith, notice of any cancellation or nonrenewal of
coverage by the Borrower.

         SECTION 5.4.  Conduct of Business and Maintenance of Existence.  The
Borrower will continue to engage in business of the same general type as now
conducted by the Borrower, and will preserve, renew and keep in full force and
effect, its  corporate existence and its respective rights, privileges and
franchises necessary or desirable in the normal conduct of business.

         SECTION 5.5.  Compliance with Laws.  The Borrower will comply in all
material respects with all applicable laws, ordinances, rules, regulations, and
requirements of governmental authorities (including, without limitation,
Environmental Laws, and all zoning and building codes with respect to the Real
Property Assets and ERISA and the rules and regulations thereunder) except
where the necessity of compliance therewith is contested in good faith by
appropriate proceedings.

         SECTION 5.6.  Inspection of Property, Books and Records.  The Borrower
will keep proper books of record and account in which full, true and correct
entries shall be made of all dealings and transactions in relation to its
business and activities; and will permit representatives of any Bank at such
Bank's expense to visit and inspect any of its properties, including without
limitation the Real Property Assets, to examine and make abstracts from any of
its books and records and to discuss its affairs, finances and accounts with
its officers, employees and independent public accountants, all at such
reasonable times, upon reasonable prior notice and as often as may reasonably
be desired.

         SECTION 5.7.  Existence.  The Borrower shall do or cause to be done,
all things necessary to preserve and keep in full force and effect its
existence and its patents, trademarks, servicemarks, tradenames, copyrights,
franchis-





                                       90
<PAGE>   97
es, licenses, permits, certificates, authorizations, qualifications,
accreditation, easements, rights of way and other rights, consents and
approvals the nonexistence of which is likely to have a Material Adverse
Effect.

         SECTION 5.8.  Financial Covenants.

         (a)  Debt.  Debt of the Borrower and its Consolidated Subsidiaries
will at no time exceed 50% of Combined Asset Value.

         (b)  Minimum Consolidated Tangible Net Worth.  Consolidated Tangible
Net Worth of the Borrower and its Consolidated Subsidiaries will at no time be
less than $400,000,000.

         (c)  Dividends.  The Borrower will not, as determined on an
aggregate basis, pay any dividends in excess of 95% of the Borrower's annual
FFO, except to the extent necessary to maintain the Borrower's status as a real
estate investment trust.

         (d)  Fixed Charge Coverage.  The ratio of Net Operating Cash Flow
of the Borrower and its Consolidated Subsidiaries to Fixed Charges of the
Borrower and its Consolidated Subsidiaries (for any period of four consecutive
fiscal quarters) shall at all times be equal to or greater than 2:1.

         (e)  Unleveraged Asset Ratio.  The ratio of Unleveraged Asset Value
of the Borrower to Unsecured Debt of the Borrower shall at no time be less than
2:1.

         (f)  Unimproved Land Value Percentage.  Unimproved Land  Value of
the Borrower and its Consolidated Subsidiaries shall at no time exceed ten
percent (10%) of Combined Asset Value of the Borrower and its Consolidated
Subsidiaries.





                                       91
<PAGE>   98
         (g)  Secured Debt Ratio.  Secured Debt of the Borrower and its
Consolidated Subsidiaries shall at no time exceed 37.5% of Combined Asset Value
of the Borrower and its Consolidated Subsidiaries.

         (h)  Limits on Negative Pledges. Neither the Borrower nor any
Consolidated Subsidiary will agree to limits on  Liens on Unleveraged Assets
except in connection with the public offering of unsecured Debt of the
Borrower.

         (i)  Combined Asset Value.  The Combined Asset Value of the Borrower
and its Consolidated Subsidiaries shall at no time fall below $385,000,000.

         (j) Construction Asset Costs. Construction Asset Costs of the Borrower
and its Consolidated Subsidiaries shall at no time (i) during the period
commencing the date hereof and ending on the earlier of (x) June 30, 1997 or
(y) the date that the Real Property Asset known as "Avalon Cove", located in
Jersey City, New Jersey, has obtained a certificate of occupancy or its
equivalent (such earlier date, being the "End Date") exceed 38% of Stabilized
Real Estate Value and (ii) during the period commencing on the End Date and
continuing to the Maturity Date, exceed 30% of Stabilized Real Estate Value.

         SECTION 5.9.  Restriction on Fundamental Changes.  (a)  The Borrower
shall not enter into any merger or consolidation, unless (i) the Borrower is
the surviving entity, (ii) the entity which is merged into Borrower is
predominately in the multi-family real estate business and (iii) the
creditworthiness of the surviving entity's long term unsecured debt or implied
senior debt, as applicable, is not lower than Borrower's creditworthiness two
months immediately preceding such merger. The Borrower shall not liquidate,
wind-up or dissolve (or suffer any liquidation or dissolution), discontinue its
business or convey, lease, sell, transfer or otherwise dispose of, in one
transaction





                                       92
<PAGE>   99
or series of transactions, all or any substantial part of its business or
property, whether now or hereafter acquired.  Nothing in this Section shall be
deemed to prohibit the sale or leasing of portions of the Real Property Assets
in the ordinary course of business.

         (b)  The Borrower shall not amend its articles of incorporation,
by-laws, or other organizational documents in any manner that would have a
Material Adverse Effect without the Morgan Agent's consent, which shall not be
unreasonably withheld.

         (c) The Borrower shall deliver to Fleet Agent copies of all amendments
to its articles of incorporation, by-laws, or other organizational documents no
less than ten(10) days after the effective date of any such amendment.

         SECTION 5.10.  Changes in Business.  The Borrower  shall not enter
into any business which is substantially different from that conducted by the
Borrower on the Closing Date after giving effect to the transactions
contemplated by the Loan Documents.

         SECTION 5.11.  Fiscal Year; Fiscal Quarter.  The Borrower shall not
change its fiscal year or any of its fiscal quarters.

         SECTION 5.12.  Margin Stock.  None of the proceeds of the Loan will be
used, directly or indirectly, for the purpose, whether immediate, incidental or
ultimate, of buying or carrying any Margin Stock.

         SECTION 5.13.  Unsecured Debt.  No Consolidated Subsidiary shall
create, incur or guaranty any Unsecured Debt (excluding trade payables incurred
in the ordinary course of business).





                                       93
<PAGE>   100
         SECTION 5.14.  No Bankruptcy Proceedings.  Each of the Borrower, the
Banks and the Co-Agents hereby agrees that it will not institute against any
Designated Lender or join any other Person in instituting against any
Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any federal or state bankruptcy or similar law,
for one year and one day after the payment in full of the latest maturing
commercial paper note issued by such Designated Lender.


                                  ARTICLE VI

                                   DEFAULTS

         SECTION 6.1.  Events of Default.  If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

         (a)  the Borrower shall fail to pay when due any principal of, or
interest on, any Loan, any fees or any other amount payable hereunder;

         (b)  the Borrower shall fail to observe or perform any covenant
contained in Section 5.8 (a), (b), (c), (d), (e), (g), (h), (i) or (j), Section
5.9 (a) or (b), or Sections 5.10 to 5.13, inclusive;

         (c)  the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a)
or (b) above) for 30 days after written notice thereof has been given to the
Borrower by the Morgan Agent, or if such default is of such a nature that it
cannot be completely remedied within said period of thirty (30) days (other
than payment of any monetary amount or a default pursuant to Section 5.8(f))
such additional period of time as may be reasonably necessary to cure same,
provided Borrower commences such cure within said thirty





                                       94
<PAGE>   101
(30) day period and diligently prosecutes same, until completion, but in no
event shall such extended period exceed one hundred twenty (120) days;

         (d)  any representation, warranty, certification or  statement made by
the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made);

         (e)  The Borrower shall default in the payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise) of
any amount owing in respect of any Debt which is not Non-Recourse Debt or Debt
guaranteed by the Borrower (other than the Obligations) and such default shall
continue beyond the giving of any required notice and the expiration of any
applicable grace period; or the Borrower shall default in the performance or
observance of any obligation or condition with respect to any such Debt or any
other event shall occur or condition exist beyond the giving of any required
notice and the expiration of any applicable grace period, if the effect of such
default, event or condition is to accelerate the maturity of any such
indebtedness or to permit (without any further requirement of notice or lapse
of time) the holder or holders thereof, or any trustee or agent for such
holders, to accelerate the maturity of any such indebtedness;

         (f)  the aggregate principal amount of Defaulted Non-Recourse Debt
shall exceed $75,000,000 at any time during the Term (as such may be extended);

         (g)  the Borrower shall commence a voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,





                                       95
<PAGE>   102
liquidator, custodian or other similar official of it or any substantial part
of its property, or shall consent to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action to authorize any of the foregoing;

         (h)  an involuntary case or other proceeding shall be commenced
against the Borrower seeking liquidation, reorganization or other relief with
respect to it or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 75 days; or an order for
relief shall be entered against the Borrower under the federal bankruptcy laws
as now or hereafter in effect;

         (i)  one or more judgments or decrees in an aggregate amount of Ten
Million Dollars ($10,000,000) or more shall be entered by a court or courts of
competent jurisdiction against the Borrower or its Consolidated Subsidiaries
(other than any judgment as to which, and only to the extent, a reputable
insurance company has acknowledged coverage of such claim in writing) and (i)
any such judgments or decrees shall  not be stayed, discharged, paid, bonded or
vacated within ten (10) days or (ii) enforcement proceedings shall be commenced
by any creditor on any such judgments or decrees;

         (j)  there shall be a change in the majority of the Board of
Directors of Borrower during any twelve month period;





                                       96
<PAGE>   103
         (k)  any Person (including affiliates of such Person) shall acquire
more than twenty percent (20%) of the common shares of the Borrower;

         (l)  the Borrower shall cease at any time to qualify as a real
estate investment trust under the Code;

         (m)  if, any Termination Event with respect to a Plan shall occur
as a result of which Termination Event or Events any member of the ERISA Group
has incurred or may incur any liability to the PBGC or any other Person and the
sum (determined as of the date of occurrence of such Termination Event) of the
insufficiency of such Plan and the insufficiency of any and all other Plans
with respect to which such a Termination Event shall occur and be continuing
(or, in the case of a Multi-Employer Plan with respect to which a Termination
Event described in clause (ii) of the definition of Termination Event shall
occur and be continuing, the liability of the Borrower and the ERISA Affiliates
related thereto) is equal to or greater than $1,000,000 and in the case of a
Termination Event with respect to a Plan of any ERISA Affiliate other than any
Borrower, the liability therefor could reasonably be asserted against any
member of the ERISA Group; and

         (n)  if, any member of the ERISA Group shall commit a failure
described in Section 402(f)(1) of ERISA or Section 412(n)(1) of the Code and
the amount of the lien determined under Section 402(f)(3) of ERISA or Section
412(n)(3) of the Code that could reasonably be expected to be imposed on any
member of the ERISA Group or their assets in respect of such failure shall be
equal to or greater than $1,000,000.

         SECTION 6.2.  Rights and Remedies.  (a) Upon the occurrence of any
Event of Default described in Sections 6.1(f), (g) or (h), the Commitment and
any obligation to issue Letters of Credit hereunder shall immediately terminate
and the unpaid principal amount of, and any and all accrued





                                       97
<PAGE>   104
interest on, the Loans and any and all accrued fees and other Obligations
hereunder shall automatically become immediately due and payable, with all
additional interest from time to time accrued thereon and without presentation,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of
intent to demand or accelerate and notice of acceleration), all of which are
hereby expressly waived by the Borrower; and upon the occurrence and during the
continuance of any other Event of Default, the Morgan Agent may (and upon the
demand of the Required Banks shall), by written notice to the Borrower,
terminate the Commitment and any obligation to issue Letters of Credit
hereunder and may, in addition to the exercise of all of the rights and
remedies permitted the Morgan Agent and the Banks at law or equity, declare the
unpaid principal amount of and any and all accrued and unpaid interest  on the
Loans and any and all accrued fees and other Obligations hereunder to be, and
the same shall thereupon be, immediately due and payable with all additional
interest from time to time accrued thereon and without presentation, demand, or
protest or other requirements of any kind other than as provided in the Loan
Documents (including, without limitation, valuation and appraisement,
diligence, presentment, notice of intent to demand or accelerate and notice of
acceleration), all of which are hereby expressly waived by the Borrower. The
Morgan Agent shall simultaneously deliver any notices delivered by the Morgan
Agent to the Borrower hereunder to the Fleet Agent.

                              (b)  Notwithstanding anything to the contrary
contained in this Agreement or in any other Loan Document, the Fleet Agent, the
Morgan Agent, and the Banks each agree that any exercise or enforcement of the
rights and remedies granted the Fleet Agent, the Morgan Agent or the Banks
under this Agreement or at law or in equity with respect to this Agreement or
any other Loan Documents shall be commenced and maintained by Fleet Agent or
the Morgan





                                       98
<PAGE>   105
Agent on behalf of the Fleet Agent, the Morgan Agent and/or the Banks.

         SECTION 6.3.  Notice of Default.  The Morgan Agent shall give notice
to the Borrower under Section 6.1(c) promptly upon being requested to do so by
any Bank and shall thereupon notify all the Banks thereof.

         SECTION 6.4. Actions in Respect of Letters of Credit. (a) If, at any
time and from time to time, any Letter of Credit shall have been issued
hereunder and an Event of Default shall have occurred and be continuing, then,
upon the occurrence and during the continuation thereof, the Fleet Agent may,
whether in addition to the taking by the Fleet Agent or the Morgan Agent of any
of the actions described in this Article or otherwise, make a demand upon the
Borrower to, and forthwith upon such demand (but in any event within ten (10)
days after such demand), the Borrower shall pay to the Fleet Agent, on behalf
of the Banks, in same day funds at the Fleet Agent's office designated in such
demand, for deposit in a special cash collateral account (the "Letter of Credit
Collateral Account") to be maintained in the name of the Fleet Agent (on behalf
of the Banks) and under its sole dominion and control at such place as shall be
designated by the Fleet Agent, an amount equal to the amount of the Letter of
Credit Usage under the Letters of Credit. Interest shall accrue on the Letter
of Credit Collateral Account at a rate equal to the rate on overnight funds.

         (b) The Borrower hereby pledges and assigns to the Fleet Agent, as
administrative agent for its benefit and the ratable benefit of the Banks and
grants to the Morgan Agent for its benefit and the ratable benefit of the Banks
a lien on and a security interest in, the following collateral (the "Letter of
Credit Collateral"):





                                       99
<PAGE>   106
                          (i) the Letter of Credit Collateral Account, all cash
deposited therein and all certificates and instruments, if any, from time to
time representing or evidencing the  Letter of Credit Collateral Account;

                          (ii) all notes, certificates of deposit and other
instruments from time to time hereafter delivered to or otherwise possessed by
the Fleet Agent for or on behalf of the Borrower in substitution for or in
respect of any or all of the then existing Letter of Credit Collateral;

                          (iii) all interest, dividends, cash, instruments and
other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of the then existing Letter of
Credit Collateral; and

                          (iv) to the extent not covered by the above clauses,
all proceeds of any or all of the foregoing Letter of Credit Collateral.

The lien and security interest granted hereby secures the payment of all
obligations of the Borrower now or hereafter existing hereunder and under any
other Loan Document.

         (c) The Borrower hereby authorizes the Fleet Agent for the ratable
benefit of the Banks to apply, from time to time after funds are deposited in
the Letter of Credit Collateral Account, funds then held in the Letter of
Credit Collateral Account to the payment of any amounts, in such order as the
Fleet Agent may elect, as shall have become or shall become due and payable by
the Borrower to the Banks in respect of the Letters of Credit.

         (d) Neither the Borrower nor any Person claiming or acting on behalf
of or through the Borrower shall have any right to withdraw any of the funds
held in the Letter of





                                      100
<PAGE>   107
Credit Collateral Account, except as provided in Section 6.4(h).

         (e) The Borrower agrees that it will not (i) sell or otherwise dispose
of any interest in the Letter of Credit Collateral or (ii) create or permit to
exist any lien, security interest or other charge or encumbrance upon or with
respect to any of the Letter of Credit Collateral, except for the security
interest created by this Section 6.4.

         (f) If any Event of Default shall have occurred and be continuing:

                 (i) The Fleet Agent may, in its sole discretion, without
notice to the Borrower except as required by law and at any time from time to
time, charge, set off or otherwise apply all or any part of first, (x) amounts
previously drawn on any Letter of Credit that have not been reimbursed by the
Borrower and (y) any Letter of Credit Usage described in clause (ii) of the
definition thereof that are then due and payable and second, any other unpaid
Obligations then due and payable against the Letter of Credit Collateral
Account or any part thereof, in such order as the Fleet Agent shall elect.  The
rights of the Fleet Agent under this Section 6.4 are in addition to any rights
and remedies which any Bank may have.

                 (ii) The Fleet Agent may also exercise, in its sole
discretion, in respect of the Letter of Credit Collateral Account, in addition
to the other rights and remedies provided herein or otherwise available to it,
all the rights and remedies of a secured party upon default under the Uniform
Commercial Code in effect in the State of New York at that time.

         (g) The Fleet Agent shall be deemed to have exercised reasonable care
in the custody and preservation of the Letter of Credit Collat-





                                      101
<PAGE>   108
eral if the Letter of Credit Collateral is accorded treatment substantially
equal to that which the Fleet Agent accords its own property, it being
understood that, assuming such treatment, the Fleet Agent shall not have any
responsibility or liability with respect thereto.

         (h) At such time as all Events of Default have been cured or waived in
writing, all amounts remaining in the Letter of Credit Collateral Account shall
be promptly returned to the Borrower. Absent such cure or written waiver, any
surplus of the funds held in the Letter of Credit Collateral Account and
remaining after payment in full of all of the Obligations of the Borrower
hereunder and under any other Loan Document after the Maturity Date shall be
paid to the Borrower or to whomsoever may be lawfully entitled to receive such
surplus.

                                 ARTICLE VII

                                THE CO-AGENTS


         SECTION 7.1.  Appointment and Authorization.  Each Bank irrevocably
appoints and authorizes the Morgan Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Morgan Agent by the terms hereof or thereof,
together with all such powers as are reasonably incidental thereto. Each Bank
irrevocably appoints and authorizes the Fleet Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to the Fleet Agent by the terms hereof or
thereof, together with all such powers as are reasonably incidental thereto.

         SECTION 7.2.  Agency and Affiliates.  (a) Morgan shall have the same
rights and powers under this Agreement as any other Bank and may exercise or
refrain from exercising the





                                      102
<PAGE>   109
same as though it were not the Morgan Agent, and Morgan and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the Borrower as if
it were not the Morgan Agent hereunder, and the term "Bank" and "Banks" shall
include Morgan in its individual capacity.

                  (b) Fleet shall have the same rights and powers under this
Agreement as any other Bank and may exercise or refrain from exercising the
same as though it were not the Fleet Agent, and Fleet and its affiliates may
accept deposits from, lend money to, and generally engage in any kind of
business with the Borrower or any Subsidiary or affiliate of the  Borrower as
if it were not the Fleet Agent hereunder, and the term "Bank" and "Banks" shall
include Fleet in its individual capacity.

         SECTION 7.3.  Action by Co-Agents.  The obligations of the Co-Agents
hereunder are only those expressly set forth herein.  Without limiting the
generality of the foregoing, the Morgan Agent shall not be required to take any
action with respect to any Default or Event of Default, except as expressly
provided in Article VI.

         SECTION 7.4.  Consultation with Experts. The Morgan Agent may consult
with legal counsel (who may be counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken by it in good faith in accordance with the
advice of such counsel, accountants or experts.

         SECTION 7.5.  Liability of Co-Agents.  None of the Morgan Agent, the
Fleet Agent, the Nationsbank Agent nor any of their affiliates nor any of their
respective directors, officers, agents or employees shall be liable for any
action taken or not taken by it in connection herewith (i) with the consent or
at the request of the Required Banks or (ii) in





                                      103
<PAGE>   110
the absence of its own gross negligence or wilful misconduct.  None of the
Morgan Agent, the Fleet Agent, the Nationsbank 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 this Agreement or any borrowing hereunder; (ii) the
performance or observance of any of the covenants or agreements of the
Borrower; (iii) the satisfaction of any condition specified in Article III,
except receipt of items required to be delivered to the Morgan Agent or the
Fleet Agent; or (iv) the validity, effectiveness or genuineness of this
Agreement, the other Loan Documents or any other instrument or writing
furnished in connection herewith.  Neither the Morgan Agent nor the Fleet Agent
shall incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, telex or
similar writing) believed by it to be genuine or to be signed by the proper
party or parties.

         SECTION 7.6.  Indemnification.  Each Bank shall, ratably in accordance
with its Commitment, indemnify the Co-Agents and their affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitee's gross negligence or wilful misconduct) that such
indemnitee may suffer or incur in connection with this Agreement, the other
Loan Documents or any action taken or omitted by such indemnitee hereunder.  In
the event that a Co-Agent shall, subsequent to its receipt of indemnification
payment(s) from Banks in accordance with this section, recoup any amount from
the Borrowers, or any other party liable therefor in connection with such
indemnification, such Co-Agent shall reimburse the Banks which previously made
the payment(s) pro rata, based upon  the actual amounts which were theretofore
paid by each Bank.  Such Co-Agent shall reimburse such Banks





                                      104
<PAGE>   111
so entitled to reimbursement within two (2) business days of Co-Agent's receipt
of such funds from the Borrower or such other party liable therefor.

         SECTION 7.7.  Credit Decision.  Each Bank acknowledges that it has,
independently and without reliance upon the Co-Agents or any other Bank, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Bank also
acknowledges that it will, independently and without reliance upon the
Co-Agents or any other Bank, 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 any action under this Agreement.

         SECTION 7.8.  Successor Morgan Agent or Fleet Agent.  The Morgan Agent
or the Fleet Agent may resign at any time by giving notice thereof to the
Banks, the Borrower and each other and the Morgan Agent or the Fleet Agent, as
applicable, shall resign in the event its Commitment is reduced to zero.  Upon
any such resignation, the Required Banks shall have the right to appoint a
successor Morgan Agent or Fleet Agent, as applicable, which successor Morgan
Agent or successor Fleet Agent (as applicable) shall, provided no Event of
Default has occurred and is then continuing, be subject to Borrower's approval,
which approval shall not be unreasonably withheld or delayed (except that
Borrower shall, in all events, be deemed to have approved Fleet as a successor
Morgan Agent and Morgan as a successor Fleet Agent).  If no successor Morgan
Agent or Fleet Agent (as applicable) shall have been so appointed by the
Required Banks and approved by the Borrower, and shall have accepted such
appointment, within 30 days after the retiring Morgan Agent or Fleet Agent (as
applicable) gives notice of resignation, then the retiring Morgan Agent or
retiring Fleet Agent (as applicable) may, on behalf of the Banks, appoint a
successor Morgan Agent or Fleet Agent





                                      105
<PAGE>   112
(as applicable), which shall be a commercial bank organized or licensed under
the laws of the United States of America or of any State thereof and having a
combined capital and surplus of at least $50,000,000 and total assets of at
least $25,000,000,000.  Upon the acceptance of its appointment as the Morgan
Agent or Fleet Agent hereunder by a successor Morgan Agent or successor Fleet
Agent, as applicable, such successor Morgan Agent or successor Fleet Agent, as
applicable, shall thereupon succeed to and become vested with all the rights
and duties of the retiring Morgan Agent or retiring Fleet Agent, as applicable,
and the retiring Morgan Agent or the retiring Fleet Agent, as applicable, shall
be discharged from its duties and obligations hereunder.  After any retiring
Morgan Agent's or retiring Fleet Agent's resignation hereunder, the provisions
of this Article shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was the Morgan Agent or the Fleet Agent, as
applicable.

         SECTION 7.9. Financial Covenants. Fleet Agent shall monitor and
confirm all financial calculations made by the Borrower contained in the
officer's certificate which shall be  delivered by the Borrower pursuant to
Section 5.1 hereof within five (5) days after Fleet Agent's receipt thereof. If
Fleet Agent finds any calculation to be incorrect or believes that an Event of
Default shall have occurred, Fleet Agent shall notify Borrower, Morgan Agent
and the Banks thereof, within two (2) Domestic Business Days after such
determination.

         SECTION 7.10. Receipt of Notices. All notices, reports and information
received by the Fleet Agent with respect to the Borrower shall be delivered to
Morgan Agent within one (1) Domestic Business Day of Fleet Agent's receipt
thereof. All notices, reports and information received by the Morgan Agent with
respect to the Borrower shall be delivered to Fleet Agent within one (1)
Domestic Business Day of Morgan Agent's receipt thereof.





                                      106
<PAGE>   113
                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES


         SECTION 8.1.  Basis for Determining Interest Rate Inadequate or
Unfair.  If on or prior to the first day of any Interest Period for any
Euro-Dollar Loan, CD Loan or Money Market LIBOR Loan:

         (a)  the Fleet Agent is advised by the Reference Banks that deposits
in dollars (in the applicable amounts) are not being offered to the Reference
Banks in the relevant market for such Interest Period, or

         (b)  in the case of CD Borrowings or Euro-Dollar Loans, Banks having
50% or more of the aggregate principal amount of the affected Loans advise the
Fleet Agent that the Adjusted London Interbank Offered Rate or the Adjusted CD
Rate, as the case may be, as determined by the Fleet Agent will not adequately
and fairly reflect the cost to such Banks of funding their Euro-Dollar Loans or
CD Loans for such Interest Period,

the Fleet Agent shall forthwith give notice thereof to the Borrower and the
Banks, whereupon until the Fleet Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, (i) the
obligations of the Banks to make Euro-Dollar Loans or CD Loans, as the case may
be, or to continue or convert outstanding Loans as or into CD Loans or
Euro-Dollar Loans, as the case may be, shall be suspended and (ii) each
outstanding CD Loan or Euro-Dollar Loan, as the case may be, shall be converted
into a Base Rate Loan on the last day of the then-current Interest Period
applicable thereto.  Unless the Borrower notifies the Fleet Agent at least two
Domestic Business Days before the date of any Euro-Dollar Borrowing or CD
Borrowing for which





                                      107
<PAGE>   114
a Notice of Borrowing has previously been given that it elects not to borrow on
such date, (i) if such Borrowing is a Committed Borrowing, such Borrowing shall
instead be made as a Base Rate Borrowing and (ii) if such Borrowing is a Money
Market LIBOR Borrowing, the Money Market LIBOR Loans comprising such Borrowing
shall bear interest for each day from and including the first day but excluding
the last day of the Interest Period applicable  thereto at the Base Rate for
such day.

         SECTION 8.2.  Illegality.  If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or its Euro-Dollar Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency shall make it unlawful or impossible for any
Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Loans, or its Money Market LIBOR Loans, or to issue any Letter of
Credit as a Fronting Bank or to participate in any Letter of Credit issued by
Fronting Bank and such Bank shall so notify the Fleet Agent, the Fleet Agent
shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Fleet Agent that the
circumstances giving rise to such suspension no longer exist, the obligation of
such Bank to make Euro-Dollar Loans, or to convert outstanding Loans into
Euro-Dollar Loans or to issue Letters of Credit, as applicable, shall be
suspended.  With respect to Euro-Dollar Loans or Money Market LIBOR Loans,
before giving any notice to the Fleet Agent pursuant to this Section, such Bank
shall designate a different Euro-Dollar Lending Office if such designation will
avoid the need for giving such notice and will not, in the judgment of such
Bank, be otherwise disadvantageous to





                                      108
<PAGE>   115
such Bank.  If such Bank shall determine that it may not lawfully continue to
maintain and fund any of its outstanding Euro-Dollar Loans or Money Market
LIBOR Loans to maturity and shall so specify in such notice, the Borrower shall
be deemed to have delivered a Notice of Interest Rate Election and such
Euro-Dollar Loan or Money Market LIBOR Loan (as the case may be) shall be
converted as of such date to a Base Rate Loan (without payment of any amounts
that Borrower would otherwise be obligated to pay pursuant to Section 2.13
hereof with respect to Loans converted pursuant to this Section 8.2) and, in
the case of Euro-Dollar Loans, in an equal principal amount from such Bank (on
which interest and principal shall be payable contemporaneously with the
related Euro-Dollar Loans of the other Banks), and such Bank shall make such a
Base Rate Loan.

         SECTION 8.3.  Increased Cost and Reduced Return.

                 (a)  If on or after (x) the date hereof, in the case of any
Committed Loan or any obligation to make Committed Loans or (y) the date of the
related Money Market Quote, in the case of any Money Market Loan, the adoption
of any applicable law, rule or regulation, or any change in any applicable law,
rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof, or compliance by any
Bank (or its Applicable Lending Office) with any request or directive (whether
or not having the force of law) of any such authority, central bank or
comparable agency shall impose, modify or deem applicable any reserve
(including, without limitation, any such  requirement imposed by the Board of
Governors of the Federal Reserve System, but excluding (i) with respect to any
CD Loan any such requirement included in an applicable Domestic Reserve
Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement
with respect to which such Bank is entitled to compensation during the relevant
Interest Period under





                                      109
<PAGE>   116
Section 2.16), special deposit, insurance assessment (excluding, with respect
to any CD Loan, any such requirement reflected in an applicable Assessment
Rate) or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable Lending Office)
or shall impose on any Bank (or its Applicable Lending Office) or on the United
States market for certificates of deposit or the London interbank market any
other condition affecting its Fixed Rate Loans, its Note or its obligation to
make Fixed Rate Loans and the result of any of the foregoing is to increase the
cost to such Bank (or its Applicable Lending Office) of making or maintaining
any Fixed Rate Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Applicable Lending Office) under this Agreement or under
its Note with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the Agent), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or reduction.

         (b)  If any Bank shall have reasonably determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change in any such law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such adoption, change, request or directive (taking
into consideration its policies with respect to capital adequacy) by an amount
reasonably deemed by such Bank to be material, then from time to time, within





                                      110
<PAGE>   117
15 days after demand by such Bank (with a copy to the Co-Managing Agents), the
Borrower shall pay to such Bank such additional amount or amounts as will
compensate such Bank (or its Parent) for such reduction.

         (c)  Each Bank will promptly notify the Borrower and the Co-Managing
Agents of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.  A
certificate of any Bank claiming compensation under this Section and setting
forth the additional amount or amounts to be paid to it hereunder shall be
conclusive in the absence of manifest error.  In determining such amount, such
Bank may use any  reasonable averaging and attribution methods.





                                      111
<PAGE>   118
         SECTION 8.4.  Taxes.

         (a)  Any and all payments by the Borrower to or for the account of any
Bank, Fronting Bank, the Fleet Agent or the Morgan Agent hereunder or under any
other Loan Document shall be made free and clear of and without deduction for
any and all present or future taxes, duties, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Bank, the Fronting Bank, the Fleet Agent and the Morgan
Agent, taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Bank, the Fronting Bank, the Fleet
Agent or the Morgan Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise or similar taxes imposed on it, by the jurisdiction of such
Bank's Applicable Lending Office or any political subdivision thereof (all such
non-excluded taxes, duties, levies, imposts, deductions, charges, withholdings
and liabilities being hereinafter referred to as "Taxes").  If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note or Letter of Credit or participation
therein to any Bank, the Fronting Bank, the Fleet Agent or the Morgan Agent,
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 8.4) such Bank, the Fronting Bank, the Fleet Agent or the
Morgan Agent (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall make
such deductions, (iii) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable
law and (iv) the Borrower shall furnish to the Fleet Agent, at its address
referred to in Section 9.1, the original or a certified copy of a receipt
evidencing payment thereof.





                                      112
<PAGE>   119
         (b)  In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, or charges
or similar levies which arise from any payment made hereunder or under any Note
or Letter of Credit or participation therein or from the execution or delivery
of, or otherwise with respect to, this Agreement or any Note (hereinafter
referred to as "Other Taxes").

         (c)  The Borrower agrees to indemnify each Bank, the Fronting Bank,
the Fleet Agent and the Morgan Agent for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed or
asserted by any jurisdiction on amounts payable under this Section 8.4) paid by
such Bank, the Fronting Bank, the Fleet Agent or the Morgan Agent (as the case
may be) and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto.  This indemnification shall be made within
15 days from the date such Bank, the Fronting Bank, the Fleet Agent or the
Morgan Agent (as the case may be) makes demand therefor.

         (d)  Each Bank organized under the laws of a juris diction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
and from time to time thereafter if requested in writing by the Borrower (but
only so long as such Bank remains lawfully able to do so), shall provide the
Borrower with Internal Revenue Service form 1001 or 4224, as appropriate, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Bank is entitled to benefits under an income tax treaty to which the
United States is a party which reduces the rate of withholding tax on payments
of interest or certifying that the income receivable pursuant to this Agreement
is effectively connected





                                      113
<PAGE>   120
with the conduct of a trade or business in the United States.  If the form
provided by a Bank at the time such Bank first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from "Taxes" as
defined in Section 8.4(a).

         (e)  For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.4(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.4(a) with respect to
Taxes imposed by the United States; provided, however, that should a Bank,
which is otherwise exempt from or subject to a reduced rate of withholding tax,
become subject to Taxes because of its failure to deliver a form required
hereunder, the Borrower shall take such steps as such Bank shall reasonably
request to assist such Bank to recover such Taxes.

         (f)  If the Borrower is required to pay additional amounts to or for
the account of any Bank pursuant to this Section 8.4, then such Bank will
change the jurisdiction of its Applicable Lending Office so as to eliminate or
reduce any such additional payment which may thereafter accrue if such change,
in the judgment of such Bank, is not otherwise disadvantageous to such Bank.

         SECTION 8.5.  Base Rate Loans Substituted for Affected Fixed Rate
Loans.  If (i) the obligation of any Bank to make, or convert outstanding Loans
to, Euro-Dollar Loans has been suspended pursuant to Section 8.2 or (ii) any
Bank has demanded compensation under Section 8.3 or 8.4 with respect to its CD
Loans or Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar
Business Days' prior notice to such Bank through the Fleet Agent, have elected
that the provisions of this Section shall apply to such Bank, then,





                                      114
<PAGE>   121
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer exist:

         (a)  Borrower shall be deemed to have delivered a Notice of Interest
Rate Election with respect to such affected Euro-Dollar Loans or CD Loans and
thereafter all Loans which would otherwise be made (or continued as or
converted into, as the case may be) by such Bank as Euro-Dollar Loans or CD
Loans  shall be made instead as Base Rate Loans (on which interest and
principal shall be payable contemporaneously with the related Fixed Rate Loans
of the other Banks), and

         (b)  after each of its Euro-Dollar Loans or CD Loans, as the case may
be, has been repaid (or converted to a Base Rate Loan), all payments of
principal which would otherwise be applied to repay such Fixed Rate Loans shall
be applied to repay its Base Rate Loans instead, and

         (c)  Borrower will not be required to make any payment which would
otherwise be required by Section 2.13 with respect to such Euro-Dollar Loans or
CD Loans converted to Base Rate Loans pursuant to clause (a) above.





                                      115
<PAGE>   122
                                   ARTICLE IX

                                 MISCELLANEOUS


         SECTION 9.1.  Notices.  All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telex,
facsimile transmission or similar writing) and shall be given to such party:
(x) in the case of the Borrower, the Fleet Agent or the Morgan Agent, at its
address or facsimile or telex number set forth on the signature pages hereof
with a duplicate copy thereof, in the case of the Borrower, to Pamela V.
Rothenberg, Esq., David, Hagner, Kuney & Davison, P.C., 1120 19th Street, N.W.,
8th floor, Washington, D.C. 20038-3684, (y) in the case of any Bank, at its
address or facsiimile or telex number set forth in its Administrative
Questionnaire or (z) in the case of any party, such other address or facsimile
or telex number as such party may hereafter specify for the purpose by notice
to the Fleet Agent and the Borrower.  Each such notice, request or other
communication shall be effective (i) if given by telex, when such telex is
transmitted to the telex number specified in this Section and the appropriate
answerback is received, (ii) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, (iii) if given by a nationally recognized overnight
carrier, 24 hours after such communication is deposited with such carrier with
postage prepaid, (iv) if given by facsimile transmission, when transmitted to
the facsimile number specified and confirmation of receipt is received, or (v)
if given by any other means, when delivered at the address specified in this
Section; provided that notices to the Morgan Agent and Fleet Agent under
Article II or Article VIII shall not be effective until received.





                                      116
<PAGE>   123
         SECTION 9.2.  No Waivers.  No failure or delay by the Morgan Agent,
Fleet Agent or any Bank in exercising any right, power or privilege hereunder
or under any Note shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The rights and remedies
herein provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

         SECTION 9.3.  Expenses; Indemnification.

         (a)  The Borrower shall pay (i) all reasonable  out-of-pocket expenses
of the Morgan Agent (including reasonable fees and disbursements of special
counsel Skadden, Arps, Slate, Meagher & Flom and other counsel for the Morgan
Agent), in connection with the preparation and administration of this
Agreement, the Loan Documents and the documents and instruments referred to
therein, the administration of the Loans, any waiver or consent hereunder or
any amendment hereof or any Default or alleged Default hereunder and (ii) if an
Event of Default occurs, all reasonable out-of-pocket expenses incurred by the
Morgan Agent and each Bank, including fees and disbursements of counsel for the
Morgan Agent and each of the Banks, in connection with the enforcement of the
Loan Documents and the instruments referred to therein and such Event of
Default and collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom.

         (b)  The Borrower agrees to indemnify the Co-Agents and each Bank,
their respective affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") and hold each Indemnitee
harmless from and against any and all liabilities, losses, damages, costs and
expenses of any kind, including, without limitation, the reasonable fees and
disbursements of counsel, which may be incurred by such Indemnitee in
connection with





                                      117
<PAGE>   124
any investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) that may at any time
(including, without limitation, at any time following the payment of the
Obligations) be imposed on, asserted against or incurred by any Indemnitee as a
result of, or arising out of, or in any way related to or by reason of, (i) any
of the transactions contemplated by the Loan Documents or the execution,
delivery or performance of any Loan Document, (ii) any violation by the
Borrower or the Environmental Affiliates of any applicable Environmental Law,
(iii) any Environmental Claim arising out of the management, use, control,
ownership or operation of property or assets by the Borrower or any of the
Environmental Affiliates, including, without limitation, all on-site and
off-site activities involving Materials of Environmental Concern, (iv) the
breach of any environmental representation or warranty set forth herein, (v)
the grant to the Morgan Agent and the Banks of any Lien in any property or
assets of the Borrower or any stock or other equity interest in the Borrower,
and (vi) the exercise by the Morgan Agent and the Banks of their rights and
remedies (including, without limitation, foreclosure) under any agreements
creating any such Lien (but excluding, as to any Indemnitee, any such losses,
liabilities, claims, damages, expenses, obligations, penalties, actions,
judgments, suits, costs or disbursements incurred solely by reason of the gross
negligence or wilful misconduct of such Indemnitee as finally determined by a
court of competent jurisdiction).  The Borrower's obligations under this
Section shall survive the termination of this Agreement and the payment of the
Obligations.

         SECTION 9.4.  Sharing of Set-Offs.  In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of any Event of  Default, each Bank is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to the Borrower or to any other





                                      118
<PAGE>   125
Person, any such notice being hereby expressly waived, to set off and to
appropriate and apply any and all deposits (general or special, time or demand,
provisional or final) and any other indebtedness at any time held or owing by
such Bank (including, without limitation, by branches and agencies of such Bank
wherever located) to or for the credit or the account of the Borrower against
and on account of the Obligations of the Borrower then due any payable to such
Bank under this Agreement or under any of the other Loan Documents, including,
without limitation, all interests in Obligations purchased by such Bank.  Each
Bank agrees that if it shall, by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest due with respect to any Note held by it or
Letter of Credit issued by it (in its capacity as a Fronting Bank) or
participation therein which is greater than the proportion received by any
other Bank in respect of the aggregate amount of principal and interest due
with respect to any Note held by such other Bank or Letter of Credit issued by
such other Bank (in its capacity as a Fronting Bank) or participated in by such
other Bank, the Bank receiving such proportionately greater payment shall
purchase such participations in the Notes held by the other Banks, and such
other adjustments shall be made, as may be required so that all such payments
of principal and interest with respect to the Notes held by the Banks shall be
shared by the Banks pro rata; provided that nothing in this Section shall
impair the right of any Bank to exercise any right of set-off or counterclaim
it may have and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness under the Notes.  The
Borrower agrees, to the fullest extent it may effectively do so under
applicable law, that any holder of a participation in a Note, whether or not
acquired pursuant to the foregoing arrangements, may exercise rights of set-off
or counterclaim and other rights with respect to such participation as fully as
if such holder of a participation were a direct creditor of the





                                      119
<PAGE>   126
Borrower in the amount of such participation. Notwithstanding anything to the
contrary contained herein, any Bank may, by separate agreement with the
Borrower, waive its right to set off contained herein or granted by law and any
such written waiver shall be effective against such Bank under this Section
9.4.

         SECTION 9.5.  Amendments and Waivers.  Any provision of this Agreement
or the Notes or other Loan Documents may be amended or waived if, but only if,
such amendment or waiver is in writing and is signed by the Borrower and the
Required Banks (and, if the rights or duties of the Morgan Agent or the Fleet
Agent are affected thereby, by the Morgan Agent or the Fleet Agent, as
applicable); provided that no such amendment or waiver shall, unless signed by
all the Banks, (i) increase or decrease the Commitment of any Bank (except for
a ratable decrease in the Commitments of all Banks) or subject any Bank to any
additional obligation, (ii) reduce the principal of or rate of interest on any
Committed Loan or any fees hereunder, except as provided below, (iii) postpone
the date fixed for any payment of principal of or interest on any Committed
Loan  or any fees hereunder or for any reduction or termination of any
Commitment, (iv) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the number of Banks, which shall be
required for the Banks or any of them to take any action under this Section or
any other provision of this Agreement, (v) modify the provisions of Section 2.9
as its relates to the percentage of Banks required to extend the Term or (vi)
modify the provisions of this Section 9.5.





                                      120
<PAGE>   127
         Notwithstanding the foregoing, no amendment, waiver or consent shall,
unless in writing and signed by the Designating Lender on behalf of its
Designated Lender affected thereby, (a) subject such Designated Lender to any
additional obligations, (b) reduce the principal of, interest on, or other
amounts due with respect to, the Designated Lender Note made payable to such
Designated Lender, or (c) postpone any date fixed for any payment of principal
of, or interest on, or other amounts due with respect to the Designated Lender
Note made payable to the Designated Lender.

         SECTION 9.6.  Successors and Assigns.

         (a)  The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or otherwise transfer any of
its rights under this Agreement or the other Loan Documents without the prior
written consent of all Banks and the Fleet Agent. The Morgan Agent and the
Banks shall not assign their respective interests under this Agreement except
as set forth in Section 7.8 (with respect to the Morgan Agent and the Fleet
Agent) and this Article IX (with respect to the Banks).

         (b)  Any Bank may at any time grant (i) prior to the occurrence of an
Event of Default, to one or more banks or other financial institutions in the
business of making or  participating in loans similar to the Loans in minimum
amounts of not less than $5,000,000 and (ii) after the occurrence and during
the continuation of an Event of Default, to any Person in any amount (in each
case, a "Participant") participating interests in its Commitment or any or all
of its Loans. Any participation made during the continuation of an Event of
Default shall not be affected by the subsequent cure of such Event of Default.
In the event





                                      121
<PAGE>   128
of any such grant by a Bank of a participating interest to a Participant,
whether or not upon notice to the Borrower and the Fleet Agent, such Bank shall
remain responsible for the performance of its obligations hereunder, and the
Borrower, the Fleet Agent and the Morgan Agent shall continue to deal solely
and directly with such Bank in connection with such Bank's rights and
obligations under this Agreement.  Any agreement pursuant to which any Bank may
grant such a participating interest shall provide that such Bank shall retain
the sole right and responsibility to enforce the obligations of the Borrower
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
participation agreement may provide that such Bank will not agree to any
modification, amendment or waiver of this Agreement described in clause (i),
(ii), (iii), (iv) or (v) of Section 9.5 without the consent of the Participant.
The Borrower agrees that each Participant shall, to the extent provided in its
participation agreement, be entitled to the benefits of Article VIII and
Section 2.6(d) with respect to its participating interest.  An assignment or
other transfer which is not permitted by subsection (c) or (d) below shall be
given effect for purposes of this Agreement only to the extent of a
participating interest granted in accordance with this subsection (b).

         (c)  Any Bank may at any time assign (i) prior to the occurrence of an
Event of Default to one or more banks or other financial institutions and (ii)
after the occurrence and during the continuation of an Event of Default, to any
Person (in each case, an "Assignee") all, or a proportionate part of all, of
its rights and obligations under this Agreement, the Notes, the Letters of
Credit and the other Loan Documents (and such assignment may, but need not
include the rights of the assignor Lender in respect of outstanding Money
Market Loans), and such Assignee shall assume such rights and obligations,
pursuant to an Assignment and Assumption Agreement in substantially the





                                      122
<PAGE>   129
form of Exhibit B hereto executed by such Assignee and such transferor Bank,
with (and subject to) the subscribed consent of the Borrower and the
Co-Managing Agents; provided that if an Assignee is an affiliate of such
transferor Bank, no such consent shall be required, provided that if the
transferor Bank has a rating as of the date of such assignment of A or better,
such  affiliate shall have a rating of at least A and with respect to all other
Banks, the rating of such affiliate's senior unsecured indebtedness shall be at
least investment grade at such time (although nothing contained in this
Agreement shall limit that right of any Bank to assign it interest herein as
aforesaid to any successor by merger or consolidation); and provided further
that, upon the occurrence and during the continuation of an Event of Default, a
Bank may assign its interest herein to any affiliate, regardless of rating and
furthermore, that Borrower's consent to an Assignee will not be required.  Upon
execution and delivery of such instrument and payment by such Assignee to such
transferor Bank of an amount equal to the purchase price agreed between such
transferor Bank and such Assignee, such Assignee shall be a Bank party to this
Agreement and shall have all the rights and obligations of a Bank with a
Commitment as set forth in such instrument of assumption, and no further
consent or action by any party shall be required and except with respect to
participating interests in any Letters of Credit then outstanding, the
transferor Bank shall be released from its obligations hereunder to a
corresponding extent.  Upon the consummation of any assignment pursuant to this
subsection (c), the transferor Bank, the Morgan Agent and the Borrower shall
make appropriate arrangements so that, if required, a new Note is issued to the
Assignee.  In connection with any such assignment, the transferor Bank shall
pay to the Morgan Agent an administrative fee for processing such assignment in
the amount of $2,500.  If the Assignee is not incorporated under the laws of
the United States of America or a state thereof, it shall deliver to the
Borrower and the Morgan Agent certification as to exemption from deduction or





                                      123
<PAGE>   130
withholding of any United States federal income taxes in accordance with
Section 8.4. Any assignment made during the continuation of an  Event of
Default shall not be affected by any subsequent cure of such Event of Default.

         (d) Any Bank (each, a "Designating Lender") may at any time designate
one Designated Lender to fund Money Market Loans on behalf of such Designating
Lender subject to the terms of this Section 9.6(d) and the provisions in
Section 9.6(b) and (c) shall not apply to such designation.  No Bank may
designate more than one (1) Designated Lender.  The parties to each such
designation shall execute and deliver to the Co-Managing Agents for their
acceptance a Designation Agreement.  Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Lender and a designee
representing that it is a Designated Lender, the Co-Managing Agents will accept
such Designation Agreement and the Fleet Agent will give prompt notice thereof
to the Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Bank a Designated Lender Note payable to the order of the
Designated Lender, (ii) from and after the effective date specified in the
Designation Agreement, the Designated Lender shall become a party to this
Agreement with a right to make Money Market Loans on behalf of its Designating
Lender pursuant to Section 2.3 after the Borrower has accepted a Money Market
Loan (or portion thereof) of the Designating Lender, and (iii) the Designated
Lender shall not be required to make payments with respect to any obligations
in this Agreement except to the extent of excess cash flow of such Designated
Lender which is not otherwise required to repay obligations of such Designated
Lender which are then due and payable; provided, however, that regardless of
such designation and assumption by the Designated Lender, the Designating
Lender shall be and remain obligated to the Borrower, the Co-Agents and the
Banks for each and every of the obligations of the Designating Lender and its
related Designated Lender with respect to this  Agreement, including, without
limitation,





                                      124
<PAGE>   131
any indemnification obligations under Section 7.6 hereof and any sums otherwise
payable to the Borrower by the Designated Lender.  Each Designating Lender
shall serve as the administrative agent of the Designated Lender and shall on
behalf of the Designated Lender: (i) receive any and all payments made for the
benefit of the Designated Lender and (ii) give and receive all communications
and notices and take all actions hereunder, including, without limitation,
votes, approvals, waivers, consents and amendments under or relating to this
Agreement and the other Loan Documents.  Any such notice, communication, vote,
approval, waiver, consent or amendment shall be signed by the Designating
Lender as administrative agent for the Designated Lender and shall not be
signed by the Designated Lender on its own behalf.  The Borrower, the
Co-Managing Agents and the Banks may rely thereon without any requirement that
the Designated Lender sign or acknowledge the same.  No Designated Lender may
assign or transfer all or any portion of its interest hereunder or under any
other Loan Document, other than assignments to the Designating Lender which
originally designated such Designated Lender or otherwise in accordance with
the provisions of Section 9.6 (b) and (c).

         (e)  Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank.  No such
assignment shall release the transferor  Bank from its obligations hereunder.

         (f)  No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.3 or 8.4 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 requiring
such Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.





                                      125
<PAGE>   132
         SECTION 9.7.  Collateral.  Each of the Banks represents to the Morgan
Agent and each of the other Banks that it in good faith is not relying upon any
"margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.

         SECTION 9.8.  Governing Law; Submission to Jurisdiction.  (a) THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).

                          (b)  Any legal action or proceeding with respect to
this Agreement or any other Loan Document and any action for enforcement of any
judgment in respect thereof may be brought in the courts of the State of New
York or of the United States of America for the Southern District of New York,
and, by execution and delivery of this Agreement, the Borrower hereby accepts
for itself and in respect of its property, generally and unconditionally, the
non-exclusive jurisdiction of the aforesaid courts and appellate courts from
any thereof.  The Borrower irrevocably consents to the service of process out
of any of the aforementioned courts in any such action or proceeding by the
hand delivery, or mailing of copies thereof by registered or certified mail,
postage prepaid, to the Borrower at its address set forth below.  The Borrower
hereby irrevocably waives any objection which it may now or hereafter have to
the laying of venue of any of the aforesaid actions or proceedings arising out
of or in connection with this Agreement or any other Loan Document brought in
the courts referred to above and hereby further irrevocably waives and agrees
not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.  Nothing
herein shall affect the right of the Morgan Agent





                                      126
<PAGE>   133
or the Fleet Agent to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against the Borrower in any
other jurisdiction.

                 Section 9.9.  Marshalling; Recapture.  None of the Morgan
Agent, the Fleet Agent or any Bank shall be under any obligation to marshall
any assets in favor of the Borrower or any other party or against or in payment
of any or all of the Obligations.  To the extent any Bank receives any payment
by or on behalf of the Borrower in connection with this Agreement, which
payment or any part thereof is subsequently  invalidated, declared to be
fraudulent or preferential, set aside or required to be repaid to the Borrower
or its estate, trustee, receiver, custodian or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such payment or repayment, the Obligation or part thereof which
has been paid, reduced or satisfied by the amount so repaid shall be reinstated
by the amount so repaid and shall be included within the liabilities of the
Borrower to such Bank as of the date such initial payment, reduction or
satisfaction occurred.

         SECTION 9.10.  Counterparts; Integration; Effectiveness.  This
Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument.  This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof.  This Agreement shall become effective upon receipt by the Morgan Agent
and the Borrower of counterparts hereof signed by each of the parties hereto
(or, in the case of any party as to which an executed counterpart shall not
have been received, receipt by the Morgan Agent in form satisfactory to it of
telegraphic, telex or other written confirmation from such party of execution
of a counterpart hereof by such





                                      127
<PAGE>   134
party) (the date of such receipt being deemed the "Effective Date").

         SECTION 9.11.  WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE MORGAN
AGENT, THE FLEET AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 9.12.  Survival.  All indemnities set forth herein shall
survive the execution and delivery of this Agreement and the other Loan
Documents and the making and repayment of the Loans hereunder.

         SECTION 9.13.  Domicile of Loans9.13.  Domicile of Loans .  Each Bank
may transfer and carry its Loans at, to or for the account of any domestic or
foreign branch office, subsidiary or affiliate of such Bank.

         SECTION 9.14.  Limitation of Liability.  No claim may be made by the
Borrower or any other Person acting by or through Borrower against the Morgan
Agent, the Fleet Agent or any Bank or the affiliates, directors, officers,
employees, attorneys or agent of any of them for any consequential or punitive
damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this
Agreement or by the other Loan Documents, or any act, omission or event
occurring in connection therewith; and the Borrower hereby waives, releases and
agrees not to sue upon any claim for any such damages, whether or not accrued
and whether or not known or suspected to exist in its favor.

         SECTION 9.15.  Recourse Obligation. This Agreement and the Obligations
hereunder are fully recourse to the Borrower.  Notwithstanding the foregoing,
no recourse under or upon any obligation, covenant, or agreement contained in
this Agreement shall be had against any officer, director, share-





                                      128
<PAGE>   135
holder or employee of the Borrower except in the event of fraud or
misappropriation of funds on the part of such officer, director, shareholder or
employee.

         SECTION 9.16.  Confidentiality.  The Morgan Agent, Fleet Agent and the
Banks each agree (on behalf of themselves and each of their affiliates,
directors, officers, employees and representatives) to use reasonable
precautions to keep confidential, in accordance with their customary procedures
for handling confidential information of this nature and in accordance with
safe and sound practices, any non-public information supplied to them by the
Borrower or its agents pursuant to this Agreement which is identified by the
Borrower as being confidential at the time the same is delivered to the Morgan
Agent, Fleet Agent or a Bank, as applicable, provided that nothing herein shall
limit the disclosure of any such information (i) to the extent required by
statute, rule, regulation or judicial process, (ii) to counsel for the Morgan
Agent, Fleet Agent or a Bank, (iii) to examiners, auditors or accountants
(provided that with respect to such auditors or accountants only, they agree to
be bound by the restrictions set forth in this Section 9.16) or, (iv) to any
assignee or participant (or prospective assignee or participant) so long as
such assignee or participant (or prospective assignee or participant) first
agrees to be bound by these provisions.  None of the Morgan Agent, Fleet Agent
or the Banks shall be deemed to have breached this Section 9.16 if a prohibited
disclosure of confidential information by such party is inadvertent.

         SECTION 9.17.  Legal Rate.  Notwithstanding anything in this Credit
Agreement or any Loan Document to the contrary, if at any time the interest
rate applicable to the Notes,  together with all fees and charges which are
treated as interest under applicable law (collectively, the "Charges"), as
provided for in this Credit Agreement or in any other document executed in
connection herewith, or otherwise con-





                                      129
<PAGE>   136
tracted for, charged, received, taken or reserved by Fleet Agent, on behalf of
the Banks, shall exceed the maximum lawful rate (the "Legal Rate") which may be
contracted for, charged, taken, received or reserved by Fleet Agent, on behalf
of the Banks in accordance with applicable law, the rate of interest payable
under such Notes, together with all Charges payable, shall be limited to the
Legal Rate and any interest or Charges not so charged, taken, received or
reserved by Fleet Agent, on behalf of the Banks at such time shall be spread,
prorated or amortized over the term of such Notes to the fullest extent
permitted by law.





                                      130
<PAGE>   137

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

                         AVALON PROPERTIES, INC.



                         By
                           ------------------------------
                            Title:
                          15 River Road, Suite 210,
                          Wilton, Connecticut 06897
                          Attn: Charles H. Berman


Commitments
-----------

$40,000,000               MORGAN GUARANTY TRUST COMPANY
                             OF NEW YORK


                         By
                           ------------------------------
                            Title:



$26,000,000               DRESDNER BANK AG, NEW YORK BRANCH
                           and GRAND CAYMAN BRANCH

                   By
                     ------------------------------
                      Title:
                  
                   By
                     ------------------------------
                      Title:
                  
                  



                                      131
<PAGE>   138




$26,000,000               NATIONSBANK, NATIONAL ASSOCIATION

                         By
                           ------------------------------
                             Title:






                                      132
<PAGE>   139



$26,000,000               COMMERZBANK AKTIENGESELLSCHAFT
                          NEW YORK AND GRAND CAYMAN BRANCHES

                         By
                           ------------------------------
                                    Title:
                         By
                           ------------------------------
                                    Title:


$17,000,000                      SIGNET BANK
                                            

                         By
                           ------------------------------
                                    Title:


$40,000,000                      FLEET BANK, NATIONAL ASSOCIATION


                         By
                           ------------------------------
                                    Title:


Total Commitments
-----------------


$175,000,000

                                FLEET BANK, NATIONAL ASSOCIA
                          TION, as Co-Agent


                         By
                           ------------------------------
                             Title:






                                      133
<PAGE>   140


                          MORGAN GUARANTY TRUST COMPANY
                             OF NEW YORK, as Co-Agent


                         By
                           ------------------------------
                             Title:

                          c/o J.P. Morgan Services Inc.
                          500 Stanton Christiana Road
                          Newark, DE  19713-2107
                          Attention:  Nancy K. Dunbar
                          Telecopy:  (302) 634-1092


                          DOMESTIC AND EURO-CURRENCY
                          LENDING OFFICE:
                          c/o J.P. Morgan Services Inc.
                          500 Stanton Christiana Road
                          Newark, DE  19713-2107
                          Attention: Linda Sheehan
                          Telecopy:  (302) 634-1092






                                      134
<PAGE>   141





                           NATIONSBANK, NATIONAL
                          ASSOCIATION, as Co-Agent

                         By
                           ------------------------------
                              Stephen M. Walsh
                              Vice President






                                      135