EXHIBIT 10.22
-------------




                         AMENDED AND RESTATED

               $250,000,000 (EXPANDABLE TO $300,000,000)

                           CREDIT AGREEMENT


                     DATED AS OF NOVEMBER 15, 2000


                                 among

                   AMLI RESIDENTIAL PROPERTIES, L.P.

                        AMLI MANAGEMENT COMPANY

                   AMLI RESIDENTIAL CONSTRUCTION LLC



                       The Banks Listed Herein,

                         WACHOVIA BANK, N.A.,
                        as Administrative Agent


                             BANK ONE, NA,
                         as Syndication Agent


                    PNC BANK, NATIONAL ASSOCIATION
                        as Documentation Agent


                    HARRIS TRUST AND SAVINGS BANK,
                       as Senior Managing Agent


                   COMMERZBANK AG, NEW YORK BRANCH,
                           as Managing Agent



                                  and



     WACHOVIA SECURITIES, INC. and BANC ONE CAPITAL MARKETS, INC.,
             as Co-Lead Arrangers and Joint Book Managers





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                           TABLE OF CONTENTS

                 AMENDED AND RESTATED CREDIT AGREEMENT
                 -------------------------------------

                                                                 PAGE
                                                                 ----

   ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . .       1
       SECTION 1.01.  Definitions.. . . . . . . . . . . . . .       1
       SECTION 1.02.  Accounting Terms and Determinations.. .      12
       SECTION 1.03.  References. . . . . . . . . . . . . . .      12
       SECTION 1.04.  Use of Defined Terms. . . . . . . . . .      12
       SECTION 1.05.  Terminology.. . . . . . . . . . . . . .      12

   ARTICLE II THE CREDITS . . . . . . . . . . . . . . . . . .      18
       SECTION 2.01.  Commitments to Lend Syndicated Loans. .      18
       SECTION 2.02.  Method of Borrowing Syndicated Loans. .      19
       SECTION 2.03.  Money Market Loans. . . . . . . . . . .      21
       SECTION 2.04.  Notes.. . . . . . . . . . . . . . . . .      24
       SECTION 2.05.  Maturity of Loans.. . . . . . . . . . .      25
       SECTION 2.06.  Interest Rates. . . . . . . . . . . . .      25
       SECTION 2.07.  Fees. . . . . . . . . . . . . . . . . .      27
       SECTION 2.08.  Optional Termination or Reduction
           of Commitments.. . . . . . . . . . . . . . . . . .      27
       SECTION 2.09.  Mandatory Reduction and
           Termination of Commitments.. . . . . . . . . . . .      27
       SECTION 2.10.  Optional Prepayments. . . . . . . . . .      27
       SECTION 2.11.  Mandatory Prepayments.. . . . . . . . .      28
       SECTION 2.12.  General Provisions as to Payments.. . .      29
       SECTION 2.13.  Computation of Interest and Fees. . . .      30
       SECTION 2.14.  Expansion of Facility.. . . . . . . . .      30

   ARTICLE III CONDITIONS TO BORROWINGS . . . . . . . . . . .      31
       SECTION 3.01.  Conditions to First Borrowing and
           Effectiveness of this Agreement. . . . . . . . . .      31
       SECTION 3.02.  Conditions to All Borrowings. . . . . .      33

   ARTICLE IV REPRESENTATIONS AND WARRANTIES. . . . . . . . .      34
       SECTION 4.01.  Partnership, Trust and
           Corporate Existence and Power. . . . . . . . . . .      34
       SECTION 4.02.  Corporate and Governmental
           Authorization; No Contravention. . . . . . . . . .      35
       SECTION 4.03.  Binding Effect. . . . . . . . . . . . .      35
       SECTION 4.04.  Financial Information.. . . . . . . . .      35
       SECTION 4.05.  No Litigation.. . . . . . . . . . . . .      36
       SECTION 4.06.  Compliance with ERISA.. . . . . . . . .      36
       SECTION 4.07.  Compliance with Laws; Payment of Taxes.      36
       SECTION 4.08.  Subsidiaries, Co-Investment
           Partnerships and Service Companies.. . . . . . . .      36
       SECTION 4.09.  Investment Company Act. . . . . . . . .      36
       SECTION 4.10.  Public Utility Holding Company Act. . .      37
       SECTION 4.11.  Ownership of Property; Liens. . . . . .      37
       SECTION 4.12.  No Default. . . . . . . . . . . . . . .      37
       SECTION 4.13.  Full Disclosure.. . . . . . . . . . . .      37
       SECTION 4.14.  Environmental Matters.. . . . . . . . .      37
       SECTION 4.15.  Capital Stock.. . . . . . . . . . . . .      38
       SECTION 4.16.  Margin Stock. . . . . . . . . . . . . .      38
       SECTION 4.17.  Insolvency. . . . . . . . . . . . . . .      38
       SECTION 4.18.  Insurance.. . . . . . . . . . . . . . .      39
       SECTION 4.19.  Real Estate Investment Trust;
           Sole General Partner.. . . . . . . . . . . . . . .      39

   ARTICLE V COVENANTS. . . . . . . . . . . . . . . . . . . .      39
       SECTION 5.01.  Information.. . . . . . . . . . . . . .      39
       SECTION 5.02.  Inspection of Property, Books
           and Records. . . . . . . . . . . . . . . . . . . .      40


<PAGE>


                                                                 PAGE
                                                                 ----

       SECTION 5.03.  Maintenance of Existence. . . . . . . .      41
       SECTION 5.04.  Dissolution.. . . . . . . . . . . . . .      41
       SECTION 5.05.  Consolidations, Mergers and Sales
           of Assets. . . . . . . . . . . . . . . . . . . . .      41
       SECTION 5.06.  Use of Proceeds.. . . . . . . . . . . .      42
       SECTION 5.07.  Compliance with Laws; Payment of Taxes.      42
       SECTION 5.08.  Insurance.. . . . . . . . . . . . . . .      42
       SECTION 5.09.  Change in Fiscal Year.. . . . . . . . .      42
       SECTION 5.10.  Maintenance of Property.. . . . . . . .      42
       SECTION 5.11.  Environmental Notices.. . . . . . . . .      43
       SECTION 5.12.  Environmental Matters.. . . . . . . . .      43
       SECTION 5.13.  Environmental Release.. . . . . . . . .      43
       SECTION 5.14.  Transactions with Affiliates. . . . . .      43
       SECTION 5.15.  Restricted Payments.. . . . . . . . . .      43
       SECTION 5.16.  Loans or Advances.. . . . . . . . . . .      44
       SECTION 5.17.  Investments.. . . . . . . . . . . . . .      44
       SECTION 5.18.  Liens on Eligible Property. . . . . . .      45
       SECTION 5.19.  Restrictions on Ability of
           Guarantors to Pay Dividends. . . . . . . . . . . .      45
       SECTION 5.20.  Ratio of Total Consolidated Liabilities
           to Undepreciated Book Asset Value. . . . . . . . .      45
       SECTION 5.21.  Ratio of Total Secured Debt to
           Gross Asset Value. . . . . . . . . . . . . . . . .      45
       SECTION 5.22.  Ratio of EBITDA to Consolidated
           Interest Expense.. . . . . . . . . . . . . . . . .      46
       SECTION 5.23.  Ratio of Unencumbered Assets to
           Unsecured Funded Debt. . . . . . . . . . . . . . .      46
       SECTION 5.24.  Ratio of Unsecured Net Operating Income
           to Unsecured Interest Expense. . . . . . . . . . .      46
       SECTION 5.25.  Ratio of EBITDA to
           Consolidated Fixed Charges.. . . . . . . . . . . .      46
       SECTION 5.26.  Co-Investment Partnerships
           Depreciated Book Value.. . . . . . . . . . . . . .      46
       SECTION 5.27.  Status as a REIT. . . . . . . . . . . .      46
       SECTION 5.28.  New Subsidiaries to Become Guarantors..      46
       SECTION 5.29.  Service Company Distributions.. . . . .      47
       SECTION 5.30.  Additional Debt.. . . . . . . . . . . .      47

   ARTICLE VI DEFAULTS. . . . . . . . . . . . . . . . . . . .      47
       SECTION 6.01.  Events of Default.. . . . . . . . . . .      47
       SECTION 6.02.  Notice of Default.. . . . . . . . . . .      49

   ARTICLE VII THE ADMINISTRATIVE AGENT . . . . . . . . . . .      49
       SECTION 7.01.  Appointment; Powers and Immunities. . .      49
       SECTION 7.02.  Reliance by Administrative Agent. . . .      50
       SECTION 7.03.  Defaults. . . . . . . . . . . . . . . .      50
       SECTION 7.04.  Rights of Administrative Agent and
           its Affiliates as a Bank.. . . . . . . . . . . . .      51
       SECTION 7.05.  Indemnification.. . . . . . . . . . . .      51
       SECTION 7.06.  Consequential Damages.. . . . . . . . .      51
       SECTION 7.07.  Payee of Note Treated as Owner. . . . .      52
       SECTION 7.08.  Nonreliance on Administrative Agent
           and Other Banks. . . . . . . . . . . . . . . . . .      52
       SECTION 7.09.  Failure to Act. . . . . . . . . . . . .      52
       SECTION 7.10.  Resignation or Removal of
           Administrative Agent.. . . . . . . . . . . . . . .      52
       SECTION 7.11.  Syndication Agent and Documentation Agent.   53

   ARTICLE VIII CHANGE IN CIRCUMSTANCES; COMPENSATION . . . .      53
       SECTION 8.01.  Basis for Determining Interest Rate
           Inadequate or Unfair.. . . . . . . . . . . . . . .      53
       SECTION 8.02.  Illegality. . . . . . . . . . . . . . .      54
       SECTION 8.03.  Increased Cost and Reduced Return.. . .      54
       SECTION 8.04.  Base Rate Loans Substituted for Euro-
           Dollar Loans.. . . . . . . . . . . . . . . . . . .      55
       SECTION 8.05.  Compensation. . . . . . . . . . . . . .      55



<PAGE>


                                                                 PAGE
                                                                 ----

   ARTICLE IX MISCELLANEOUS . . . . . . . . . . . . . . . . .      56
       SECTION 9.01.  Notices.. . . . . . . . . . . . . . . .      56
       SECTION 9.02.  No Waivers. . . . . . . . . . . . . . .      56
       SECTION 9.03.  Expenses; Documentary Taxes.. . . . . .      56
       SECTION 9.04.  Indemnification.. . . . . . . . . . . .      57
       SECTION 9.05.  Setoff; Sharing of Setoffs. . . . . . .      57
       SECTION 9.06.  Amendments and Waivers. . . . . . . . .      58
       SECTION 9.07.  No Margin Stock Collateral. . . . . . .      59
       SECTION 9.08.  Successors and Assigns. . . . . . . . .      59
       SECTION 9.09.  Confidentiality.. . . . . . . . . . . .      61
       SECTION 9.10.  Representation by Banks.. . . . . . . .      62
       SECTION 9.11.  Obligations Several.. . . . . . . . . .      62
       SECTION 9.12.  Georgia Law.. . . . . . . . . . . . . .      62
       SECTION 9.13.  Severability. . . . . . . . . . . . . .      62
       SECTION 9.14.  Interest. . . . . . . . . . . . . . . .      62
       SECTION 9.15.  Interpretation. . . . . . . . . . . . .      63
       SECTION 9.16.  Waiver of Jury Trial; Consent
           to Jurisdiction. . . . . . . . . . . . . . . . . .      63
       SECTION 9.17.  Counterparts. . . . . . . . . . . . . .      64
       SECTION 9.18.  Source of Funds -- ERISA. . . . . . . .      64
       SECTION 9.19.  Exculpation.. . . . . . . . . . . . . .      64
       SECTION 9.20.  No Bankruptcy Proceedings.. . . . . . .      64



<PAGE>


     EXHIBIT A-1 Form of Syndicated Loan Note (Parent)

     EXHIBIT A-2 Form of Swing Loan Note (Parent)

     EXHIBIT A-3 Form of Money Market Loan Note (Parent)

     EXHIBIT A-4 Form of Syndicated Loan Note (Service Company Borrowers)

     EXHIBIT A-5 Form of Swing Loan Note (Service Company Borrowers)

     EXHIBIT A-6 Form of Money Market Loan Note
                 (Service Company Borrowers)

     EXHIBIT B   Form of Opinion of Counsel for the Borrower

     EXHIBIT C   Form of Opinion of Special Counsel for the
                 Administrative Agent

     EXHIBIT D   Form of Assignment and Acceptance

     EXHIBIT E-1 Form of Notice of Borrowing (Parent)

     EXHIBIT E-2 Form of Notice of Borrowing (Service Company Borrowers)

     EXHIBIT F   Form of Compliance Certificate

     EXHIBIT G   Form of Closing Certificate

     EXHIBIT H   Form of Officer's Certificate and Agreement for
                 the General Partner of the Borrower

     EXHIBIT I   Form of Borrowing Base Certificate

     EXHIBIT J   List of Eligible Properties

     EXHIBIT K   Form of Guaranty

     EXHIBIT L   Form of Contribution Agreement

     EXHIBIT M   Form of Money Market Quote Request

     EXHIBIT N   Form of Money Market Quote

     EXHIBIT P   Form of Bank Joinder Agreement

     EXHIBIT Q   Form of Designation Agreement




     Schedule 4.08    Subsidiaries and Co-Investment Partnerships

     Schedule 4.14    Environmental Matters

     Schedule 5.17    Existing Investments



<PAGE>


                 AMENDED AND RESTATED CREDIT AGREEMENT
                 -------------------------------------


     AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 15, 2000
among AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware limited partnership,
AMLI MANAGEMENT COMPANY, a Delaware corporation ("AMLI Management"), AMLI
RESIDENTIAL CONSTRUCTION LLC, a Delaware limited liability company ("AMLI
Construction"), the BANKS listed on the signature pages hereof, WACHOVIA
BANK, N.A., as Administrative Agent, BANK ONE, NA, as Syndication Agent and
PNC Bank, National Association, as Documentation Agent.

     The parties hereto agree as follows:

     This Amended and Restated Credit Agreement is an amendment and
restatement of the $250,000,000 Credit Agreement dated as of October 12,
1999, among AMLI Residential Properties, L.P., the Banks listed therein,
Wachovia Bank, N.A., as Administrative Agent, Bank One, NA, as Syndication
Agent, PNC Bank, National Association, as Documentation Agent, Harris Trust
and Savings Bank, as Senior Managing Agent, Commerzbank AG, New York
Branch, as Managing Agent, and Wachovia Securities, Inc. and Banc One
Capital  Markets, Inc., as Co-Lead Arrangers and Joint Book Managers, as
amended by that certain First Amendment to Credit Agreement dated as of
January 18, 2000 (as so amended, the "Original Credit Agreement").



                               ARTICLE I

                              DEFINITIONS

     SECTION 1.01.  DEFINITIONS.

     The terms as defined in this Section 1.01 shall, for all purposes of
this Agreement and any amendment hereto (except as herein otherwise
expressly provided or unless the context otherwise requires), have the
meanings set forth herein:

     "Adjusted London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

     "Administrative Agent" means Wachovia Bank, N.A., a national banking
association organized under the laws of the United States of America, in
its capacity as administrative agent for the Banks hereunder, and its
successors and permitted assigns in such capacity.

     "Affiliate" of any relevant Person means (i) any Person that
directly, or indirectly through one or more intermediaries, controls the
relevant Person (a "Controlling Person"), (ii) any Person (other than the
relevant Person or a Subsidiary of the relevant Person) which is controlled
by or is under common control with a Controlling Person, or (iii) any
Person (other than a Subsidiary of the relevant Person) of which the
relevant Person owns, directly or indirectly, 20% or more of the common
stock or equivalent equity interests.  As used herein, the term "control"
means possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

     "Agreement" means this Credit Agreement, together with all amendments
and supplements hereto.

     "Applicable Margin" has the meaning set forth in Section 2.06(a).



<PAGE>


     "Approved Collateral Value" means the total value of any Qualified
Letters of Credit or any other asset delivered to the Parent as collateral
in connection with the acquisition or development of multi-family
properties reasonably anticipated by the Parent to become Properties;
provided, however, the Approved Collateral Value of (i) any Qualified
Letter(s) of Credit that individually or together with other Qualified
Letters of Credit exceed $20,000,000, and (ii) any asset that is not a
Qualified Letter of Credit, shall be $0 until such asset or Qualified
Letter of Credit is approved by the Required Banks, in their sole
discretion.

     "Assignee" has the meaning set forth in Section 9.08(c).

     "Assignment and Acceptance" means an Assignment and Acceptance
executed in accordance with Section 9.08(c) in the form attached hereto as
EXHIBIT D.

     "Authority" has the meaning set forth in Section 8.02.

     "Bank" means each bank listed on the signature pages hereof, or in a
Bank Joinder Agreement executed and delivered to the Administrative Agent
pursuant to Section 2.14, as having a Commitment, and its successors and
assigns and the Designated Banks, if any; provided, however, that the term
"Bank" shall exclude each Designated Bank when used in reference to a
Syndicated Loan, the Commitments or terms relating to the Syndicated Loans
(except as noted above) and the Commitments.

     "Bank Joinder Agreement" means an agreement in substantially the form
of EXHIBIT P, pursuant to which a new Bank becomes a Bank hereunder in
accordance with the provisions of Section 2.14.

     "Base Rate" means for any Base Rate Loan for any day, the rate per
annum equal to the higher as of such day of (i) the Prime Rate, or
(ii) one-half of one percent above the Federal Funds Rate.  For purposes of
determining the Base Rate for any day, changes in the Prime Rate or the
Federal Funds Rate shall be effective on the date of each such change.

     "Base Rate Borrowing" means a Borrowing consisting of Base Rate
Loans.

     "Base Rate Loan" means a Syndicated Loan which bears or is to bear
interest at a rate based upon the Base Rate, and is to be made as a Base
Rate Loan pursuant to the applicable Notice of Borrowing, Section 2.02(f),
or Article VIII, as applicable.

     "Borrowers" means any one, or more or all, as the context shall
require, of the Parent and the Service Company Borrowers, and their
respective successors and permitted assigns, PROVIDED, HOWEVER, that the
Service Company Borrowers shall be subject to the Service Company Borrowing
Limitations, and FURTHER PROVIDED that the Service Company Borrowers shall
have several, and not joint, liability with respect to the Borrowings, so
that each Service Company Borrower is only liable with respect to its own
Borrowings, and not with respect to Borrowings by Parent or the other
Subsidiary Borrower.

     "Borrowing" means a borrowing hereunder consisting of (i) Syndicated
Loans made to the Borrowers at the same time by all of the Banks, in the
case of a Syndicated Borrowing, (ii) Money Market Loans made separately by
one or more Banks, in the case of a Money Market Borrowing, or (iii) a
Swing Loan made by Wachovia, in each case pursuant to Article II.  A
Borrowing is a "Euro-Dollar Borrowing" if such Borrowing consists of Euro-
Dollar Loans.  A Borrowing is a "Base Rate Borrowing" if such Borrowing
consists of Base Rate Loans. A Borrowing is a "Transaction Rate Borrowing"
if such Borrowing consists of Transaction Rate Loans.  A Borrowing is a
"Syndicated Loan Borrowing" if such Borrowing consists of Syndicated Loans.

A Borrowing is a "Swing Loan Borrowing" if such Borrowing consists of Swing


<PAGE>


Loans.  A Borrowing is a "Money Market Borrowing" if such Borrowing
consists of Money Market Loans.  A Borrowing is a "Fixed Rate Borrowing" if
such Borrowing consists of Fixed Rate Loans.

     "Borrowing Base" means the sum of each of the following, as
determined by reference to the most recent Borrowing Base Certificate
furnished pursuant to Section 3.01(h) or Section 5.01(h), as applicable
(and with respect to any Eligible Property which consists of phases, each
phase thereof shall be separately categorized into clause (i), (ii) or
(iii) below, as appropriate, so long as such phase could be separately
financed on a stand-alone basis):

           (i)   an amount equal to the product of: (x) the quotient of
(1) the Net Operating Income for the 3 month period ending on the last day
of the Fiscal Quarter just ended prior to the date of determination, from
each Eligible Unencumbered Stabilized Property, divided by (2) 0.09 (which
is the capitalization rate); times (y) 4 (which is the annualization
factor); times (z) 0.60 (which is the advance rate); plus

           (ii)  an amount equal to the lesser of: (A) the product of
(x) 0.50 (which is the advance rate), times (y) the book value of
Construction in Progress on the last day of the Fiscal Quarter just ended
on all Eligible Properties not subject to a Mortgage and (B) $50,000,000;
plus

           (iii) an amount equal to the lesser of: (A) the product of
(x) 0.40 (which is the advance rate), times (y) the cost of land acquired
for the purpose of apartment community development and (B) $15,000,000.

     "Borrowing Base Certificate" means a certificate substantially in the
form of EXHIBIT I, duly executed by an Executive Officer of the General
Partner, setting forth in reasonable detail the calculations for each
component of the Borrowing Base.

     "Capital Stock" means the Partnership Interests in the Parent and any
nonredeemable capital stock, whether common or preferred, or partner
interests, whether general or limited, in any Consolidated Entity (to the
extent issued to a Person other than the Parent).

     "CERCLA" means the Comprehensive Environmental Response Compensation
and Liability Act, 42 U.S.C. Section 9601 et. seq. and its implementing
regulations and amendments.

     "CERCLIS" means the Comprehensive Environmental Response Compensation
and Liability Inventory System established pursuant to CERCLA.

     "Change in Control" means: (i) any Person or two or more Persons
other than the General Partner acting in concert shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities
and Exchange Commission under the Securities Exchange Act of 1934) of 20%
or more of the outstanding Partnership Interests; or (ii) as of any date a
majority of the Board of Directors of the Parent consists of individuals
who were not either (A) directors of the Parent as of the corresponding
date of the previous year, (B) selected or nominated to become directors by
the Board of Directors of the Parent of which a majority consisted of
individuals described in clause (A), or (C) selected or nominated to become
directors by the Board of Directors of the Parent of which a majority
consisted of individuals described in clause (A) and individuals described
in clause (B).



<PAGE>


     "Change of Law" shall have the meaning set forth in Section 8.02.
"Closing Certificate" has the meaning set forth in Section 3.01(e).

     "Code" means the Internal Revenue Code of 1986, as amended, or any
successor Federal tax code.

     "Co-Investment Partnerships" means any Person which is not a
Consolidated Entity and which is owned (i) in part by the Parent or any
Consolidated Entity and (ii) in part by another Person which is not an
Affiliate of the Parent or any Consolidated Entity.

     "Co-Lead Arrangers" means Wachovia Securities, Inc. and Banc One
Capital Markets, Inc.

     "Commitment" means, with respect to each Bank, (i) the  amount set
forth opposite the name of such Bank on the signature pages hereof or in a
Bank Joinder Agreement executed and delivered to the Administrative Agent
pursuant to Section 2.14, and (ii) as to any Bank which enters into any
Assignment and Acceptance (whether as transferor Bank or as Assignee
thereunder), the amount of such Bank's Commitment after giving effect to
such Assignment and Acceptance, in each case as such amount may be reduced
from time to time pursuant to Sections 2.08 and 2.09.

     "Compliance Certificate" has the meaning set forth in
Section 5.01(c).

     "Consolidated Entity" means at any date any Subsidiary or Service
Company the accounts of which, in accordance with GAAP, are consolidated
with those of the Parent in its consolidated financial statements as of
such date.

     "Consolidated Fixed Charges" means at any time the sum of the
following, determined on a consolidated basis for the Parent and each
Consolidated Entity, at the end of each Fiscal Quarter, for the Fiscal
Quarter just ended and the 3 immediately preceding Fiscal Quarters: (i)
Consolidated Interest Expense; plus (ii) all dividends paid, or declared
but not yet paid, by the Parent on preferred stock; plus (iii) the
aggregate amount of scheduled principal amortization paid, as reflected on
the Parent's most recent quarterly financial statement submitted to the
Banks, but excluding any principal payments under this Agreement and any
balloon payments on other Debt.

     "Consolidated Interest Expense" for any period means interest
currently expensed under GAAP in respect of Debt of the Parent or any of
the Consolidated Entities.

     "Consolidated Liabilities" means the sum of (i) all liabilities that,
in accordance with GAAP, should be classified as liabilities on a
consolidated balance sheet of Parent and the Consolidated Entities, and
(ii) to the extent not included in clause (i) of this definition, all
Redeemable Preferred Stock.

     "Consolidated Net Income" means, for any period, the Net Income of
the Parent and its Consolidated Subsidiaries determined on a consolidated
basis, but excluding (i) extraordinary income or expense items and (ii) any
equity interests of the Parent or any Subsidiary in the unremitted earnings
of any Person that is not a Subsidiary.

     "Construction in Progress" means, any Property in the process of
being developed as an apartment community but is not a Stabilized Property,
calculated on a consolidated basis for the Parent and the Guarantors, the
construction-in-progress as shown from time to time on the books and
records of the Parent and the Guarantors, maintained in accordance with
GAAP.



<PAGE>


     "Contribution Agreement" means the Contribution Agreement of even
date herewith in substantially the form of EXHIBIT L to be executed by the
Parent and each of the Guarantors pursuant to Section 5.28.

     "Control" means, with respect to any Person, the power to direct the
management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities or otherwise.

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

     "Debt" of any Person means at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee under
capital leases, (v) all obligations of such Person to reimburse any bank or
other Person in respect  of amounts payable under a banker's acceptance,
(vi) all Redeemable Preferred Stock of such Person (in the event such
Person is a corporation), (vii) all obligations of such Person to reimburse
any bank or other Person in respect of amounts paid or to be paid or to be
paid under a letter of credit or similar instrument, (viii) all Debt of
others secured by a Lien on any asset of such Person, whether or not such
Debt is assumed by such Person, and (ix) all Debt of others Guaranteed by
such Person.

     "Debt Rating" means at any time the published rating of a Person's
senior unsecured, unenhanced debt (or, if no such debt exists, its issuer
credit rating for debt of such type) by Moody's, S&P or Duff & Phelps
(PROVIDED, (i) that in the event of a double or greater split rating, the
rating immediately below the highest rating shall apply), and (ii) if only
one of them rates the Person's senior unsecured, unenhanced debt, such
rating must be issued by Moody's or S&P.

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

     "Default Rate" means, with respect to any Loan, on any day, the sum
of 2% plus the highest interest rate (including the Applicable
Margin) which may be applicable to any Loans hereunder (irrespective of
whether any such type of Loans are actually outstanding hereunder).

     "Designated Bank" means a special purpose corporation owned and
controlled by its Designating Bank that is identified as such on the
signature pages hereto next to the caption "Designated Bank" as well as
each special purpose corporation owned and controlled or sponsored by its
Designating Bank that (i) shall have become a party to this Agreement
pursuant to Section 9.08(g), and (ii) is not otherwise a Bank.

     "Designated Bank Note" means a Money Market Loan Note, evidencing the
obligation of a Borrower to repay Money Market Loans made by a Designated
Bank, and "Designated Bank Notes" means any all such Money Market Loan
Notes to Designated Banks issued hereunder.

     "Designating Bank" shall mean each Bank that is identified as such on
the signature pages hereto next to the caption "Designating Bank" and
immediately below the signature of its Designated Bank as well as each Bank
that shall designate a Designated Bank pursuant to Section 9.08(g).



<PAGE>


     "Designation Agreement" means a designation agreement in
substantially the form of Exhibit Q attached hereto, entered into by a Bank
and a Designated Bank and acknowledged by the Borrowers and the
Administrative Agent.

     "Dividends" means for any period the sum of all dividends and other
distributions paid or declared during such period in respect of any Capital
Stock and Redeemable Preferred Stock (other than dividends paid or payable
in the form of additional Capital Stock).

     "Dollars" or "$" means dollars in lawful currency of the United
States of America.

     "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in Georgia are authorized by law to
close.

     "EBITDA"  means at any time the sum of the following, determined on a
consolidated basis for the Parent and each Consolidated Entity, at the end
of each Fiscal Quarter, for the applicable measuring period:
(i) Consolidated Net Income; PLUS (ii) Consolidated Interest Expense; PLUS
(iii) taxes on income; PLUS (iv) depreciation; PLUS (v) amortization; PLUS
(vi) other non-cash charges.

     "Economic Percentage" means the Parent's percentage of ownership of
all preferred and common stock of any of the Service Companies at any time.

     "Eligible Property" means any Property which is either (i) listed on
EXHIBIT J or (ii) which has been approved as an Eligible Property by the
Required Banks at the request of the Parent, taking into account the
following information concerning the Property provided to the
Administrative Agent and the Banks by the Parent: information regarding its
age, location and occupancy and an operating statement for the most recent
Fiscal Quarter; PROVIDED, HOWEVER, that any Eligible Property shall be
released in writing by the Administrative Agent as an Eligible Property
upon the written request of the Parent, to enable the Parent to sell or
obtain financing on such Eligible Property, so long as no Default or Event
of Default is in existence or would be caused thereby, and upon such
release, such Property shall no longer constitute Eligible Property.

     "Eligible Unencumbered Stabilized Property" means any Eligible
Property which (i) is not subject to a Mortgage, and (ii) is a Stabilized
Property.

     "Environmental Authority" means any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority
under any Environmental Requirement.

     "Environmental Authorizations" means all licenses, permits, orders,
approvals, notices, registrations or other legal prerequisites for
conducting the businesses of the Borrowers or any Subsidiary required by
any Environmental Requirement.

     "Environmental Judgments and Orders" means all judgments, decrees or
orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent, or written agreements
with an Environmental Authority or other entity arising from or in any way
associated with any Environmental Requirement, whether or not incorporated
in a judgment, decree or order.

     "Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from and in any way associated with any
Environmental Requirements.



<PAGE>


     "Environmental Notices" means notice from any Environmental Authority
or by any other person or entity, of possible or alleged noncompliance with
or liability under any Environmental Requirement, including without
limitation any complaints, citations, demands or requests from any
Environmental Authority or from any other person or entity for correction
of any violation of any Environmental Requirement or any investigations
concerning any violation of any Environmental Requirement.

     "Environmental Proceedings" means any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

     "Environmental Releases" means releases as defined in CERCLA or under
any applicable state or local environmental law or regulation.

     "Environmental Requirements" means any legal requirement relating to
health, safety or the environment and applicable to the Borrowers, any
Subsidiary or the Properties, including but not limited to any such
requirement under CERCLA or similar state legislation and all federal,
state and local laws, ordinances, regulations, orders, writs, decrees and
common law.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor law.  Any reference to any
provision of ERISA shall also be deemed to be a reference to any successor
provision or provisions thereof.

     "Euro-Dollar Borrowing" means a Borrowing consisting of Euro-Dollar
Loans.

     "Euro-Dollar Business Day" means any Domestic Business Day on which
dealings in Dollar deposits are carried out in the London interbank market.

     "Euro-Dollar Loan" means a Syndicated Loan which bears or is to bear
interest at a rate based upon the Euro-Dollar Rate, and to be made as a
Euro-Dollar Loan pursuant to the applicable Notice of Borrowing.

     "Euro-Dollar Reserve Percentage" has the meaning set forth in
Section 2.06(c).

     "Event of Default" has the meaning set forth in Section 6.01.

     "Executive Officer" refers to an executive officer of the General
Partner, and means the Chairman, the Vice Chairman, the President, the
Chief Financial Officer or the Treasurer of the General Partner.

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the next higher 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 the
day for which such rate is to be determined 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 Day, and (ii) if such rate is not so published
for any day, the Federal Funds Rate for such day shall be the average rate
charged to the Administrative Agent on such day on such transactions, as
determined by the Administrative Agent.

     "Fiscal Month" means any fiscal month of the Parent.



<PAGE>


     "Fiscal Quarter" means any fiscal quarter of the Parent or the
General Partner.

     "Fiscal Year" means any fiscal year of the Parent or the General
Partner.

     "Fixed Rate Borrowing" means a Euro-Dollar Borrowing or a Transaction
Rate Borrowing, or either of them, as the context requires.
"Fixed Rate Loan" means any Euro-Dollar Loan, Transaction Rate Loan or
Money Market Loan, or any or all of them, as the context shall require.

     "Funds From Operations" has the meaning ascribed to such term in
preparation of financial statements for real estate investment trusts as
required by NAREIT from time to time, subject to Section 1.02.

     "GAAP" means generally accepted accounting principles applied on a
basis consistent with those which, in accordance with Section 1.02, are to
be used in making the calculations for purposes of determining compliance
with the terms of this Agreement.

     "General Partner" means AMLI Residential Properties Trust, a Maryland
real estate investment trust, the sole general partner of the Parent.

     "Gross Asset Value" means, on a consolidated basis for the Parent and
the Consolidated Entities, the sum of:

           (i)   an amount equal to the product of: (x) the quotient of
(1) the Net Operating Income for the 3 month period ending on the last day
of the Fiscal Quarter just ended prior to the date of determination, from
each Property (other than Property owned by a Co-Investment Partnership and
Property owned by Parent for less than three months), divided by (2) 0.09
(which is the  capitalization rate); times (y) 4 (which is the
annualization factor); plus

           (ii)  an amount equal to the book value of (A) Construction in
Progress plus (B)  Properties (other than Properties owned by a Co-
Investment Partnership) consisting of unimproved land, as determined on the
last day of the Fiscal Quarter just ended; plus

           (iii) an amount equal to the acquisition cost of improved
Properties (other than Properties owned by a Co-Investment Partnership)
owned by Parent less than three months, as determined on the last day of
the Fiscal Quarter just ended; plus

           (iv)  an amount equal to the sum of all unrestricted balances
on deposit with banks or other financial institutions, plus the market
value of Investments permitted under Section 5.17(i), (ii), (iii) and (iv);
plus

           (v)   an amount equal to the quotient of (x) the sum of the
Economic Percentage of all earnings before interest and taxes of all
Service Companies for the 3 month period ending on the last day of the
month just ended prior to the date of determination, divided by (y) 0.15
(which is the capitalization rate) times (z) 4 (which is the annualization
rate).

     "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or
other obligation of any other Person and, without limiting the generality
of the foregoing, any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to secure, purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or other obligation
(whether arising by virtue of partnership arrangements, by agreement to
keep-well, to purchase assets, goods, securities or services, to provide
collateral security, to take-or-pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for the purpose of assuring


<PAGE>


in any other manner the obligee of such Debt or other obligation of the
payment thereof or to protect such obligee against loss in respect thereof
(in whole or in part), PROVIDED that the term Guarantee shall not include
endorsements for collection or deposit in the ordinary course of business.
The term "Guarantee" used as a verb has a corresponding meaning.

     "Guarantors" means any one, or more or all, as the context shall
require, of the Parent and each Subsidiary which becomes a Guarantor
pursuant to Section 5.28, subject to the provisions of the last sentence of
Section 5.05.

     "Guaranty" means the Guaranty in substantially the form of EXHIBIT K
to be executed by the Parent and by each Subsidiary which becomes a
Guarantor pursuant to Section 5.28, pursuant to which the Parent and each
such Subsidiary unconditionally and jointly and severally Guarantees
payment of the Loans, the Notes and all other obligations of the Borrowers,

to the Administrative Agent and the Banks hereunder, including without
limitation all principal, interest, fees, costs, and compensation and
indemnification amounts.

     "Hazardous Materials" includes, without limitation, (a) solid or
hazardous waste, as defined in the Resource Conservation and Recovery Act
of 1980, 42 U.S.C. Section 6901 et seq. and its implementing regulations
and amendments, or in any applicable state or local law or regulation,
(b) "hazardous substance", "pollutant", or "contaminant" as defined in
CERCLA, or in any applicable state or local law or regulation,
(c) gasoline, or any other petroleum product or by-product, including,
crude oil or any fraction thereof, (d) toxic substances, as defined in the
Toxic Substances Control Act of 1976, or in any applicable state or local
law or regulation and (e) insecticides, fungicides, or rodenticides, as
defined in the Federal Insecticide, Fungicide, and Rodenticide Act of 1975,
or in any applicable state or local law or regulation, as each such Act,
statute or regulation may be amended from time to time.

     "Hedging Agreement" means any agreement to which any Borrower or any
Guarantor is a party consisting of interest rate protection agreements,
foreign currency exchange agreements or other hedging arrangements.
"Interest Period" means:

     (1)   with respect to each Euro-Dollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically
corresponding day in the first, second, third or sixth month thereafter, as

a Borrower may elect in the applicable Notice of Borrowing; PROVIDED that:

           (a)   any Interest Period (subject to paragraph
(c) 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 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 appropriate subsequent calendar
month) shall, subject to paragraph (c) below, end on the last Euro-Dollar
Business Day of the appropriate subsequent calendar month; and

           (c)   no Interest Period may be selected which begins before
the Termination Date and would otherwise end after the Termination Date;
and



<PAGE>


     (2)   with respect to each Base Rate Borrowing, the period commencing
on the date of such Borrowing and ending 30 days thereafter; PROVIDED that:

           (a)   any Interest Period (subject to paragraph
(b) below) which would otherwise end on a day which is not a Domestic
Business Day shall be extended to the next succeeding Domestic Business
Day; and

           (b)   no Interest Period which begins before the Termination
Date and would otherwise end after the Termination Date may be selected;
and

     (3)   with respect to each Transaction Rate Borrowing, any period up
to 14 days mutually agreeable to the relevant Borrower and Wachovia which
ends on or prior to the Termination Date.

     (4)   with respect to each Money Market Borrowing, the period
commencing on the date of such Borrowing and ending on the Stated Maturity
Date or such other date or dates as may be specified in the applicable
Money Market Quote; provided that:

           (a)   any Interest Period (subject to clause (b) below) which
would otherwise end on a day which is not a Domestic Business Day shall be
extended to the next succeeding Domestic Business Day; and

           (b)   no Interest Period may be selected which would end after
the Termination Date.

     "Investment" means any investment in any Person, whether by means of
purchase or acquisition of obligations or securities of such Person,
capital contribution to such Person, loan or advance to such Person, making
of a time deposit with such Person, or assumption of any obligation of such
Person or otherwise.

     "Investment Grade Debt Rating" means, a Debt Rating equal or higher
than Baa3 if such Debt Rating is issued by Moody's, BBB- if such Debt
Rating is issued by S&P, and BBB- if such Debt Rating is issued by Duff &
Phelps.

     "Lending Office" means, as to each Bank, its office located at its
address set forth on the signature pages hereof (or identified on the
signature pages hereof as its Lending Office) or such other office as such
Bank may hereafter designate as its Lending Office by notice to the
Borrowers and the Administrative Agent.

     "Lien" means, with respect to any asset, any mortgage, deed to secure
debt, deed of trust, lien, pledge, charge, security interest, security
title, preferential arrangement which has the practical effect of
constituting a security interest, encumbrance or servitude of any kind in
respect of such asset to secure or assure payment of a Debt or a Guarantee,
whether by consensual agreement or by operation of statute or other law, or
by any agreement, contingent or otherwise, to provide any of the foregoing.

For the purposes of this Agreement, any Borrower or any 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.



<PAGE>


     "Liquidity Bank" means for any Designated Bank, at any date of
determination, the collective reference to the financial institutions which
at such date are providing liquidity or credit support facilities to or for
the account of such Designated Bank to fund such Designated Bank's
obligations hereunder or to support the securities, if any, issued by such
Designated Bank to fund such obligations.

     "Loan" means a Base Rate Loan, Euro-Dollar Loan, Syndicated Loan,
Transaction Rate Loan or Money Market Loan, and "Loans" means Base Rate
Loans, Euro-Dollar Loans, Syndicated Loans, Money Market Loans, Transaction
Rate Loans, or any or all of them, as the context shall require.

     "Loan Documents" means this Agreement, the Notes, the Guaranty, the
Contribution Agreement, any other document evidencing, relating to or
securing the Loans, and any other document or instrument delivered to the
Administrative Agent or the Banks from time to time in connection with this
Agreement, the Notes or the Loans, as such documents and instruments may be
amended or supplemented from time to time.

     "London Interbank Offered Rate" has the meaning set forth in
Section 2.06(c).

     "Margin Stock" means "margin stock" as defined in Regulations T, U or
X.

     "Material Adverse Effect" means, with respect to any event, act,
condition or occurrence of whatever nature (including  any adverse
determination in any litigation, arbitration, or governmental investigation
or proceeding), whether singly or in conjunction with any other event or
events, act or acts, condition or conditions, occurrence or occurrences,
whether or not related, a material adverse change in, or a material adverse
effect upon, any of (a) the financial condition, operations, business,
properties or prospects of the General Partner, or of the Parent and the
Consolidated Entities taken as a whole, (b) the rights and remedies of the
Administrative Agent or the Banks under the Loan Documents, or the ability
of the Parent or the Consolidated Entities to perform its obligations under
the Loan Documents to which it is a party, as applicable, or (c) the
legality, validity or enforceability of any Loan Document.

     "Money Market Borrowing Date" has the meaning specified in
Section 2.03.

     "Money Market Facility Limit" means an amount equal to fifty percent
(50%) of the aggregate Commitments, as such Commitments may be increased or
reduced from time to time.

     "Money Market Loan" means a Loan made by a Bank pursuant to
Section 2.03 which bears interest at the Money Market Rate.

     "Money Market Loan Notes" means, individually and collectively, as
the context shall require, the promissory notes of the Parent,
substantially in the form of EXHIBIT A-3, and the promissory notes of the
Service Company Borrowers in the form of EXHIBIT A-6, each evidencing the
obligation of the relevant Borrower to repay the Money Market Loans,
together with all amendments, consolidations, modifications, renewals and
supplements thereto.

     "Money Market Quote" has the meaning specified in Section 2.03(c)(i).

     "Money Market Quote Request" has the meaning specified in
Section 2.03(b).



<PAGE>


     "Money Market Rate" has the meaning specified in
Section 2.03(c)(ii)(C).

     "Moody's" means Moody's Investor Service, Inc.

     "Mortgage" means, with respect to any referenced Property, a
mortgage, deed to secure debt, deed of trust or similar instrument
encumbering such Property.

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

     "NAREIT" means the National Association of Real Estate Investment
Trusts.

     "Net Income" means, as applied to any Person for any period, the
aggregate amount of net income of such Person for such period, as
determined in accordance with GAAP.

     "Net Operating Income" means,  for any Property, calculated on a
consolidated basis for the Parent and the Consolidated Entities, the sum of
the following derived from such Property: (i) Property revenues, less
(ii) Property expenses (excluding depreciation, amortization and debt
service), less (iii) an assumed management fee equal to 4% of gross rental
income (less any management fees included in Property expenses under clause
(ii)) and less (iv) an annual capital reserve equal to $150 for each Unit.

     "New Bank" has the meaning set forth in Section 2.14.

     "Non-Recourse Mortgage Debt" means Debt secured by a Mortgage on
Property, which the Administrative Agent has determined in good faith
contains satisfactory exculpation provisions, except for customary
exclusions for environmental liability, misapplication or fraudulent
application of rent after default, insurance proceeds and condemnation
awards and other customary exclusions.

     "Notes" means the Syndicated Loan Notes, the Swing Loan Note, or
Money Market Loan Notes, or any one, or more, or all of them, as the
context shall require.

     "Notice of Borrowing" has the meaning set forth in Section 2.02.
"Officer's Certificate and Agreement" has the meaning set forth in
Section 3.01(f).

     "Original Agents' Letter Agreement" means that certain letter
agreement, dated as of  August 4, 1999, among the Parent, Administrative
Agent, the Syndication Agent, and Wachovia Securities, Inc. and Bank One
Capital Markets, Inc., relating to the structure of the Loans, and certain
fees from time to time payable by the Parent to such Agents, together with
all amendments and supplements thereto.

     "Original Closing Date" means October 12, 1999.

     "Original Credit Agreement" has the meaning set forth in the preamble
hereto.

     "Parent" means AMLI Residential Properties, L.P., a Delaware limited
partnership, and its successors and its permitted assigns.

     "Participant" has the meaning set forth in Section 9.08(b).

     "Partner" means the owner of a Partnership Interest.



<PAGE>


     "Partner Conversions" means the exchange by any limited partner of
the Parent of any of its limited partner interests in the Parent to shares
in the General Partner, on 1 for 1 ratio, pursuant to the provisions of the
Limited Partnership Agreement.

     "Partnership Interests" means any partner interests in the Parent,
whether general or limited.

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

     "Performance Pricing Determination Date" has the meaning set forth in
Section 2.06(a).

     "Person" means an individual, a corporation, a partnership, an
unincorporated association, a limited liability company, a limited
liability partnership, a trust or any other entity or organization,
including, but not limited to, a government or political subdivision or an
agency or instrumentality thereof.

     "Plan" means at any time an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards
under Section 412 of the Code and is either (i) maintained by a member of
the Controlled Group for employees of any member of the Controlled Group or
(ii) maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to
which a member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding 5 plan years
made contributions.

     "Pre-Existing Credit Agreement" means the Amended and Restated Credit
Agreement dated as of July 27, 1998 among the Parent, the Banks party
thereto, Wachovia Bank, N.A., as Agent, The First National Bank of Chicago,
as Documentation Agent, Dresdner Bank AG, New York and Grand Cayman
Branches, as Co-Agent, which Pre-Existing Credit Agreement was in effect
prior to and was replaced by (and was the "Existing Credit Agreement" as
defined in) the Original Credit Agreement.

     "Prime Rate" refers to that interest rate so denominated and set by
Wachovia from time to time as an interest rate basis for borrowings.  The
Prime Rate is but one of several interest rate bases used by Wachovia.
Wachovia lends at interest rates above and below the Prime Rate.

     "Properties" means all real property owned, leased or otherwise used
or occupied by the General Partner, the Borrowers or any Guarantor,
wherever located.

     "Qualified Letter of Credit" means a Letter of Credit (i) issued by a
bank or financial institution with a Debt Rating of "A" or higher (or the
equivalent), (ii) issued for the benefit of a Borrower, and (iii) that is
irrevocable, unconditional (other than the presentment of required
documents), and drawn on site.

     "Quarterly Period" means a 3 month period (or portion thereof) ending
on each March 31, June 30, September 30 and December 31 after the Original
Closing Date, and prior to the Termination Date.

     "Redeemable Preferred Stock" of any Person means any preferred stock
issued by such Person which is at any time prior to the Termination Date
either (i) mandatorily redeemable (by sinking fund or similar payments or
otherwise) or (ii) redeemable at the option of the holder thereof.



<PAGE>


     "Refunding Loan" means a new Syndicated Loan made on the day on which
an outstanding Syndicated Loan is maturing or a Base Rate Borrowing is
being converted to a Euro-Dollar Borrowing, if and to the extent that the
proceeds thereof are used entirely for the purpose of paying such maturing
Loan or Loan being converted, excluding any difference between the amount
of such maturing Syndicated Loan or Syndicated Loan being converted and any
greater amount being borrowed on such day and actually either being made
available to the Borrowers pursuant to Section 2.02(c) or remitted to the
Administrative Agent as provided in Section 2.12, in each case as
contemplated in Section 2.02(d).

     "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

     "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

     "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

     "Related Fund" means, with respect to any Bank that is a fund that
invests in bank loans, any other fund that invests in bank loans and is
advised or managed by the same investment advisor as such Bank.

     "Required Banks" means at any time Banks having at least 66 2/3% of
the aggregate amount of the Commitments or, if the Commitments are no
longer in effect, Banks holding at least 66 2/3% of the aggregate
outstanding principal amount of the sum of the (i) Syndicated Loans and
(ii) Money Market Loans.

     "Restatement Agent's Letter Agreement" means that certain letter
agreement, dated as of October 16, 2000, among the Parent, the
Administrative Agent and Wachovia Securities, Inc., relating to the
structure of the Loans, and certain fees from time to time payable by the
Borrowers to the Administrative Agent and Wachovia Securities, Inc.,
together with all amendments and supplements thereto.

     "Restatement Closing Date" means November 15, 2000.

     "Restricted Payment" means (i) any dividend or other distribution on
any shares of the Parent's Capital Stock (except dividends payable solely
in shares of its Capital Stock) or (ii) any payment on account of the
purchase, redemption, retirement or acquisition of (a) any shares of the
Parent's Capital Stock (except shares acquired upon the conversion thereof
into other shares of its Capital Stock) or (b) any option, warrant or other
right to acquire shares of the Parent's Capital Stock.

     "S&P" means Standard & Poor's Ratings Group, a division of McGraw-
Hill, Inc.

     "Service Companies" means AMLI Institutional Advisors, Inc., a
Delaware corporation, AMLI Management and AMLI Construction.

     "Service Company Borrowers" means, one, or both , as the context
shall require, of AMLI Management and AMLI Construction.

     "Service Company Borrowing Limitations" has the meaning set forth in
Section 3.02(e).



<PAGE>


     "Stabilized Property" means at any time any apartment community
Property owned by the Parent (i) which is at least 90% leased and
economically occupied (pursuant to written leases which have been signed by
both landlord and tenant, but including any month to month occupancy by any
such tenant after the expiration of such written lease) or (ii) with
respect to which a permanent certificate of occupancy was issued at least 3
months prior to the date of measurement.

     "Stated Maturity Date" means, with respect to any Money Market Loan,
the Stated Maturity Date therefor specified by the Bank in the applicable
Money Market Quote.

     "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
Parent or the General Partner; EXCLUDING, however, the Co-Investment
Partnerships.  The Service Companies are not Subsidiaries.

     "Swing Loan" means a Loan made by Wachovia pursuant to
Section 2.01(b), which must be a Base Rate Loan or a Transaction Rate Loan.

     "Swing Loan Note" means , individually and collectively, as the
context shall require, the promissory notes of the Parent, substantially in
the form of EXHIBIT A-2, and the promissory notes of the Service Company
Borrowers in the form of EXHIBIT A-4, each evidencing the obligation of the
relevant Borrower to repay the Swing Loans, together with all amendments,
consolidations, modifications, renewals, and supplements thereto.

     "Syndicated Loans" means Base Rate Loans or Euro-Dollar Loans made
pursuant to the terms and conditions set forth in Section 2.01.

     "Syndicated Loan Notes" means, individually and collectively, as the
context shall require,  the promissory notes of the Parent, substantially
in the form of EXHIBIT A-1, and the promissory notes of the Service Company
Borrowers in the form of EXHIBIT A-4, each evidencing the obligation of the
relevant Borrower to repay Syndicated Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

     "Taxes" has the meaning set forth in Section 2.12(c).

     "Termination Date" means whichever is applicable of (i) November 11,
2003, (ii) such later date to which it is extended by the Banks pursuant to
Section 2.05(b), in their sole and absolute discretion, (iii) the date the
Commitments are terminated pursuant to Section 6.01 following the
occurrence of an Event of Default, or (iv) the date the Parent terminates
the Commitments entirely pursuant to Section 2.08.

     "Third Parties" means all lessees, sublessees, licensees and other
users of the Properties, excluding those users of the Properties in the
ordinary course of the Borrowers' businesses and on a temporary basis.

     "Total Consolidated Liabilities" means at any time, for the Parent
and the Consolidated Entities, determined on a consolidated basis, but
without duplication, the sum of (i) Consolidated Liabilities, plus (ii) all
Debt Guaranteed by the Parent or any Consolidated Entity, plus (iii) the
face amount of all letters of credit issued for the account of the Parent
or any Consolidated Entity, minus (iv) Approved Collateral Value.

     "Total Secured Debt" means at any time, for the Parent and the
Consolidated Entities, determined on a consolidated basis, but without
duplication, the sum of the following, but only if any Property, or
ownership interest of the owner thereof, is subject to a Mortgage with
respect thereto: (i) all indebtedness for borrowed money; (ii) the deferred
purchase price of Property; (iii) all capital leases; (iv) all obligations
to reimburse any bank or other Person in respect of amounts paid or to be
paid under a letter of credit or similar instrument; and (v) all Guarantees
of Debt of Persons other than the Parent and the Consolidated Entities.



<PAGE>


     "Transaction Rate" has the meaning set forth in Section 2.01(b)(ii).

     "Transaction Rate Loan" means a Swing Loan to be made as a
Transaction Rate Loan pursuant to Section 2.01(b).

     "Transaction Rate Request" has the meaning set forth in
Section 2.01(b)(ii).

     "Transferee" has the meaning set forth in Section 9.08(d).

     "Undepreciated Book Asset Value" means at any time, for the Parent
and the Subsidiaries, the sum of (x) the original cost of all real estate
assets plus the cost of capital improvements thereon, without deduction for
accumulated depreciation and amortization incurred in connection therewith,
plus (y) the book value of all other tangible assets determined in
accordance with GAAP, minus (z) Approved Collateral Value.

     "Unencumbered Assets" means at any time, for the Parent and the
Guarantors, determined on a consolidated basis, the sum of the following:
(i) an amount equal to (x) the Net Operating Income for the 3 month period
ending on the last day of the Fiscal Quarter just ended prior to the date
of determination, from each Property (other than Properties owned by a Co-
Investment Partnership) not subject to a Mortgage, divided by (y) 0.09
(which is the capitalization factor), times (z) 4 (which is the
annualization factor); plus (ii) the book value of Construction in Progress
on all Property (other than Properties owned by a Co-Investment
Partnership) not subject to a Mortgage plus Properties (other than
Properties owned by a Co-Investment Partnership) consisting of unimproved
land not subject to a Mortgage.

     "Unencumbered Stabilized Properties" means at any time, all
Stabilized Properties not subject to a Mortgage.

     "Unfunded Vested Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all vested
nonforfeitable benefits under such Plan exceeds (ii) the fair market value
of all Plan assets allocable to such benefits, 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 Controlled
Group to the PBGC or the Plan under Title IV of ERISA.

     "Unit" means an individual apartment unit located in a Property.

     "Unsecured Net Operating Income" means at any time all Net Operating
Income (but without giving effect to clauses (iii) and (iv) of the
definition thereof) attributable to Unencumbered Stabilized Properties.

     "Unsecured Funded Debt" means at any time, for the Parent and the
Consolidated Entities, determined on a consolidated basis, the sum of the
following, but only if any Property, or ownership interest of the owner
thereof, is not subject to a Mortgage with respect thereto: (i) all
indebtedness for borrowed money; (ii) the deferred purchase price of
Property; (iii) all capital leases; (iv) all obligations to reimburse any
bank or other Person in respect of amounts paid or to be paid under a
letter of credit or similar instrument; and (v) all Guarantees of Debt of
Persons other than the Parent and the Consolidated Entities.



<PAGE>


     "Unsecured Interest Expense" means at any time that portion of
Consolidated Interest Expense attributable to Unsecured Funded Debt.

     "Unused Commitment" means at any date, with respect to any Bank, an
amount equal to its Commitment less the aggregate outstanding principal
amount of its Syndicated Loans (but not its Money Market Loans, or, with
respect to Wachovia, its Swing Loans).

     "Wachovia" means Wachovia Bank, N.A., a national banking association,
and its successors.

     "Wholly Owned Subsidiary" means any Subsidiary all of the shares of
capital stock or other ownership interests of which (except directors'
qualifying shares) are at the time directly or indirectly owned by the
Parent or the General Partner.


SECTION 1.02.  ACCOUNTING TERMS AND DETERMINATIONS.

     Unless otherwise specified herein, all terms of an accounting
character 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, or with
respect to the calculation of Funds From Operations, as required by NAREIT,
applied on a basis consistent (except for changes concurred in by the
General Partner's independent public accountants or otherwise required by a
change in GAAP) with the most recent audited consolidated financial
statements of the General Partner or the Parent and its Consolidated
Subsidiaries delivered to the Banks unless with respect to any such change
concurred in by the General Partner's independent public accountants or
required by GAAP or, with respect to the calculation of Funds From
Operations, as required by NAREIT, in determining compliance with any of
the provisions of this Agreement or any of the other Loan Documents:
(i) the Parent shall have objected to determining such compliance on such
basis at the time of delivery of such financial statements, or (ii) the
Required Banks shall so object in writing within 30 days after the delivery
of such financial statements, in either of which events such calculations
shall be made on a basis consistent with those used in the preparation of
the latest financial statements as to which such objection shall not have
been made (which, if objection is made in respect of the first financial
statements delivered under Section 5.01 hereof, shall mean the financial
statements referred to in Section 4.04).


SECTION 1.03.  REFERENCES.

     Unless otherwise indicated, references in this Agreement to
"Articles", "Exhibits", "Schedules", "Sections" and other Subdivisions are
references to articles, exhibits, schedules, sections and other
subdivisions hereof.


SECTION 1.04.  USE OF DEFINED TERMS.

     All terms defined in this Agreement shall have the same defined
meanings when used in any of the other Loan Documents, unless otherwise
defined therein or unless the context shall require otherwise.


SECTION 1.05.  TERMINOLOGY.

     All personal pronouns used in this Agreement, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural, and the plural shall include the
singular.  Titles of Articles and Sections in this Agreement are for
convenience only, and neither limit nor amplify the provisions of this
Agreement.


<PAGE>


                              ARTICLE II

                              THE CREDITS


SECTION 2.01.  COMMITMENTS TO LEND SYNDICATED LOANS.

     (a)   SYNDICATED LOANS.  Each Bank severally agrees, on the terms and
conditions set forth herein, to make Syndicated Loans to the Borrowers from
time to time before the Termination Date; PROVIDED that,

           (i)   immediately after each such Syndicated Loan is made, the
aggregate outstanding principal amount of Syndicated Loans by such Bank
shall not exceed the amount of its Commitment, and

           (ii)  the aggregate outstanding amount of all Syndicated Loans,
Money Market Loans and Swing Loans shall not exceed the lesser of (A) the
aggregate amount of the Commitments and (B) the Borrowing Base.

     Each Syndicated Borrowing under this Section shall be in an aggregate
principal amount of (x) for Base Rate Loans, $1,000,000 or any larger
integral multiple of $500,000, and (y) for Euro-Dollar Loans, $1,000,000 or
any larger integral multiple of $500,000 (except that in each case any such
Borrowing may be in the aggregate amount of the Unused Commitments) and
shall be made from the several Banks ratably in proportion to their
respective Commitments.  Within the foregoing limits, the Borrowers may
borrow under this Section, repay or, to the extent permitted by
Section 2.09, prepay Syndicated Loans and reborrow under this Section at
any time before the Termination Date.

     (b)   SWING LOANS.

           (i)   In addition to the foregoing, Wachovia shall from time to
time, upon the request of a Borrower, if the applicable conditions
precedent in Article III have been satisfied, make Swing Loans to the
Borrower in an aggregate principal amount at any time outstanding not
exceeding $15,000,000; PROVIDED that, immediately after such Swing Loan is
made, the outstanding amount of the Syndicated Loans, Money Market Loans,
and Swing Loans shall not exceed the lesser of (A) the aggregate amount of
the Commitments and (B) the Borrowing Base.  Within the foregoing limits, a
Borrower may borrow under this Section 2.01(b), prepay and reborrow under
this Section 2.01(b) at any time before the Termination Date.  All Swing
Loans shall be made as either Base Rate Loans or, subject to the provisions
of clause (ii) below, Transaction Rate Loans.

           (ii)  Swing Loans may be Transaction Rate Loans, if the
Administrative Agent shall have determined that such Transaction Rate Loan,
including the principal amount thereof, the Interest Period and the
Transaction Rate applicable thereto, has been expressly agreed to by the
relevant Borrower and Wachovia (such agreement may be obtained by
telephone, confirmed promptly to the Administrative Agent in
writing) pursuant to the following procedures.  If the relevant Borrower
desires a Transaction Rate Loan, (a) the Borrower shall provide Wachovia,
with a copy to the Administrative Agent, with notice of a request (a
"Transaction Rate Request") for a quote for a Transaction Rate Borrowing
prior to 1:00 p.m. (Atlanta, Georgia time) on the date (which shall be a
Domestic Business Day) of the proposed Transaction Rate Borrowing, which
Transaction Rate Request shall include the principal amount and proposed
Interest Period of the relevant Transaction Rate Borrowing, (b) prior to
1:30 p.m. (Atlanta, Georgia time) on such date, Wachovia shall furnish the
Borrower, with a copy to the Administrative Agent, with its rate quote (a
"Transaction Rate Quote") via facsimile transmission, (c) the Borrower
shall immediately inform Wachovia and the Administrative Agent of its
decision as to whether to request a Transaction Rate Borrowing at the
Transaction Rate specified in such


<PAGE>


     Transaction Rate Quote (a "Transaction Rate") (which may be done by
telephone and promptly confirmed in writing, and which decision shall be
irrevocable), and (d) if the Borrower has so informed Wachovia and the
Administrative Agent that it does desire a Transaction Rate Borrowing at
the Transaction Rate specified in such Transaction Rate Quote, then by 2:00
p.m. (Atlanta, Georgia time) on the date of such decision, Wachovia shall
make such Transaction Rate Borrowing, with interest accruing thereon at
such Transaction Rate, available to the Administrative Agent in accordance
with the procedures set forth herein. The Administrative Agent shall notify
the Banks of any Transaction Rate Borrowing pursuant hereto.

           (iii) At any time on or after the occurrence of an Event of
Default, upon the request of Wachovia, each Bank other than Wachovia shall,
on the third Domestic Business Day after such request is made, purchase a
participating interest in Swing Loans in an amount equal to its ratable
share (based upon its respective Commitment) of such Swing Loans, and
Wachovia shall furnish each Bank with a certificate evidencing such
participating interest.  On such third Domestic Business Day, each Bank
will immediately transfer to Wachovia, in immediately available funds, the
amount of its participation.  Whenever, at any time after Wachovia has
received from any such Bank its participating interest in a Swing Loan, the
Administrative Agent receives any payment on account thereof, the
Administrative Agent will distribute to such Bank its participating
interest in such amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Bank's
participating interest was outstanding and funded); PROVIDED, HOWEVER, that
in the event that such payment received by the Administrative Agent is
required to be returned, such Bank will return to the Administrative Agent
any portion thereof previously distributed by the Administrative Agent to
it.  Each Bank's obligation to purchase such participating interests shall
be absolute and unconditional and shall not be affected by any
circumstance, including, without limitation:  (1) any set-off,
counterclaim, recoupment, defense or other right which such Bank or any
other Person may have against Wachovia requesting such purchase or any
other Person for any reason whatsoever; (2) the occurrence or continuance
of a Default or an Event of Default or the termination of the Commitments;
(3) any adverse change in the condition (financial or otherwise) of the
Borrowers or the Guarantors; (4) any breach of this Agreement by the
Borrowers or any other Bank; or (5) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.


SECTION 2.02.  METHOD OF BORROWING SYNDICATED LOANS.

     For all Loans other than Transaction Rate Loans or Money Market Loans
(which shall be governed by the provisions of Sections 2.01(b)(ii) and
2.03, respectively):

     (a)   The relevant Borrower shall give the Administrative Agent
notice (a "Notice of Borrowing"), which shall be substantially in the form
of EXHIBIT E-1, if the Borrowing is by the Parent, or EXHIBIT E-2, if the
Borrowing is by a Service Company Borrower, prior to 11:00 A.M. (Atlanta,
Georgia time) on the same Domestic Business Day as each Base Rate Borrowing
and at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing,
specifying:

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

           (ii)  the aggregate amount of such Syndicated Borrowing,



<PAGE>


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

           (iv)  in the case of a Euro-Dollar Borrowing, the duration of
the Interest Period applicable thereto, subject to the provisions of the
definition of Interest Period.

     (b)   Upon receipt of a Notice of Borrowing, the Administrative Agent
shall promptly and in any event on the same business day notify each Bank
of the contents thereof and of such Bank's ratable share of such Syndicated
Borrowing and such Notice of Borrowing, once received by the Administrative
Agent, shall not thereafter be revocable by the relevant Borrower.

     (c)   Not later than 11:00 A.M. (Atlanta, Georgia time) for Euro-
Dollar Loans, and 2:00 P.M. (Atlanta, Georgia time) for Base Rate Loans, on
the date of each Syndicated Borrowing, each Bank (or Wachovia, with respect
to Swing Loans) shall (except as provided in paragraph (d) of this
Section) make available its ratable share of such Syndicated Borrowing, in
Federal or other funds immediately available in Atlanta, Georgia, to the
Administrative Agent at its address determined pursuant to Section 9.01.
Unless the Administrative Agent determines that any applicable condition
specified in Article III has not been satisfied, the Administrative Agent
will make the funds so received from the Banks available to the relevant
Borrower at the Administrative Agent's aforesaid address.  Unless the
Administrative Agent receives notice from a Bank, at the Administrative
Agent's address referred to in or specified pursuant to Section 9.01, no
later than 4:00 P.M. (local time at such address) on the Domestic Business
Day before the date of a Syndicated Borrowing stating that such Bank will
not make a Syndicated Loan in connection with such Syndicated Borrowing,
the Administrative Agent shall be entitled to assume that such Bank will
make a Syndicated Loan in connection with such Syndicated Borrowing and, in
reliance on such assumption, the Administrative Agent may (but shall not be
obligated to) make available such Bank's ratable share of such Syndicated
Borrowing to the relevant Borrower for the account of such Bank.  If the
Administrative Agent makes such Bank's ratable share available to the
relevant Borrower and such Bank does not in fact make its ratable share of
such Syndicated Borrowing available on such date, the Administrative Agent
shall be entitled to recover such Bank's ratable share from such Bank or
the relevant Borrower (and for such purpose shall be entitled to charge
such amount to any account of the relevant Borrower maintained with the
Administrative Agent), together with interest thereon for each day during
the period from the date of such Syndicated Borrowing until such sum shall
be paid in full at a rate per annum equal to the rate at which the
Administrative Agent determines that it obtained (or could have obtained)
overnight Federal funds to cover such amount for each such day during such
period, PROVIDED that (i) any such payment by the relevant Borrower of such
Bank's ratable share and interest thereon shall be without prejudice to any
rights that the relevant Borrower may have against such Bank and (ii) until
such Bank has paid its ratable share of such Syndicated Borrowing, together
with interest pursuant to the foregoing, it will have no interest in or
rights with respect to such Syndicated Borrowing for any purpose hereunder.

If the Administrative Agent does not exercise its option to advance funds
for the account of such Bank, it shall forthwith notify the relevant
Borrower of such decision.

     (d)   If any Bank makes a new Syndicated Loan hereunder on a day on
which a Borrower is to repay all or any part of an outstanding Syndicated
Loan from such Bank, such Bank shall apply the proceeds of its new
Syndicated Loan to make such repayment as a Refunding Loan and only an
amount equal to the difference (if any) between the amount being borrowed
and the amount of such Refunding Loan shall be made available by such Bank
to the Administrative Agent as provided in paragraph (c) of this Section,
or remitted by the relevant Borrower to the Administrative Agent as
provided in Section 2.12, as the case may be.



<PAGE>


     (e)   Notwithstanding anything to the contrary contained in this
Agreement, no Fixed Rate Borrowing may be made if there shall have occurred
a Default or an Event of Default, which Default or Event of Default shall
not have been cured or waived, and all Refunding Loans shall be made as
Base Rate Loans (but shall bear interest at the Default Rate, if
applicable).

     (f)   In the event that a Notice of Borrowing fails to specify
whether the Syndicated Loans comprising such Syndicated Borrowing are to be
Base Rate Loans or Euro-Dollar Loans, such Syndicated Loans shall be made
as Base Rate Loans.  If the relevant Borrower is otherwise entitled under
this Agreement to repay any Syndicated Loans maturing at the end of an
Interest Period applicable thereto with the proceeds of a new Borrowing,
and the relevant Borrower fails to repay such Syndicated Loans using its
own moneys and fails to give a Notice of Borrowing in connection with such
new Syndicated Borrowing, a new Syndicated Borrowing shall be deemed to be
made on the date such Syndicated Loans mature in an amount equal to the
principal amount of the Syndicated Loans so maturing, and the Syndicated
Loans comprising such new Syndicated Borrowing shall be Base Rate Loans.

     (g)   Notwithstanding anything to the contrary contained herein,
there shall not be a total of more than 8 Euro-Dollar Borrowings and Money
Market Loans outstanding at any given time.


SECTION 2.03.  MONEY MARKET LOANS.

     (a)   In addition to making Syndicated Borrowings, a Borrower may, as
set forth in this Section 2.03, request the Banks to make offers to make
Money Market Borrowings available to the Borrower.  The Banks may, but
shall have no obligation to, make such offers and the relevant Borrower
may, but shall have no obligation to, accept any such offers in the manner
set forth in this Section 2.03, PROVIDED that:

           (i)   the number of Money Market Loans which may be outstanding
at any given time is subject to the provisions of Section 2.02(g);

           (ii)  the aggregate principal amount of all Money Market Loans,
(A) do not exceed the Money Market Facility Limit, and (B) together with
the aggregate principal amount of all Syndicated Loans and all Swing Loans,
at any one time outstanding shall not exceed the aggregate amount of the
Commitments of all of the Banks at such time;

           (iii) the Money Market Loans of any Bank will be deemed to be
usage of the Commitments for the purpose of calculating availability
pursuant to Sections 2.01(a)(ii), 2.01(b)(i) and 2.03(a)(ii) and fees
pursuant to Section 2.07, but will not reduce such Bank's obligation to
lend its pro rata share of the remaining Unused Commitment;

           (iv)  the Parent's Debt Rating is Investment Grade or higher;
and

           (v)   the aggregate of all Money Market Loans outstanding at
any time is subject to the Service Company Borrowing Limitations.

     (b)   When a Borrower wishes to request offers to make Money Market
Loans, it shall give the Administrative Agent (which shall promptly notify
the Banks) notice substantially in the form of EXHIBIT M hereto (a "Money
Market Quote Request") so as to be received no later than 11:00 A.M.
(Atlanta, Georgia time) at least 3 Domestic Business Days prior to the date
of the Money Market Borrowing proposed therein (or such other time and date
as the relevant Borrower and the Administrative Agent, with the consent of
the Required Banks, may agree), specifying:

               (i)    the proposed date of such Money Market Borrowing,
which shall be a Euro-Dollar Business Day (the "Money Market Borrowing
Date");



<PAGE>


           (ii)  the maturity date (or dates) (each a "Stated Maturity
Date") for repayment of each Money Market Loan to be made as part of such
Money Market Borrowing (which Stated Maturity Date shall be that date
occurring not less than 7 days but not more than 180 days from the date of
such Money Market Borrowing); PROVIDED that the Stated Maturity Date for
any Money Market Loan may not extend beyond the Termination Date (as in
effect on the date of such Money Market Quote Request); and

           (iii) the aggregate amount of principal to be requested by the
Borrower as a result of such Money Market Borrowing, which shall be at
least $1,000,000 (and in larger integral multiples of $500,000) but shall
not cause the limits specified in Section 2.03(a) to be violated.

     A Borrower may request offers to make Money Market Loans having up to
2 different Stated Maturity Dates in a single Money Market Quote Request;
PROVIDED that the request for each separate Stated Maturity Date shall be
deemed to be a separate Money Market Quote Request for a separate Money
Market Borrowing.  Except as otherwise provided in the immediately
preceding sentence, after the first Money Market Quote Request has been
given hereunder, no Money Market Quote Request shall be given until at
least 5 Domestic Business Days after all prior Money Market Quote Requests
have been fully processed by the Administrative Agent, the Banks and the
relevant Borrower pursuant to this Section 2.03.


     (c)   (i)   Each Bank may, but shall have no obligation to, submit a
response containing an offer to make a Money Market Loan substantially in
the form of EXHIBIT N hereto (a "Money Market Quote") in response to any
Money Market Quote Request; PROVIDED that, if a Borrower's request under
Section 2.03(b) specified more than 1 Stated Maturity Date, such Bank may,
but shall have no obligation to, make a single submission containing a
separate offer for each such Stated Maturity Date and each such separate
offer shall be deemed to be a separate Money Market Quote.  Each Money
Market Quote must be submitted to the Administrative Agent not later than
10:00 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date;
PROVIDED that any Money Market Quote submitted by Wachovia may be
submitted, and may only be submitted, if Wachovia notifies the relevant
Borrower of the terms of the offer contained therein not later than
9:45 A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15
minutes prior to the time that the other Banks are required to have
submitted their respective Money Market Quotes).  Subject to Section 6.01,
any Money Market Quote so made shall be irrevocable except with the written
consent of the Administrative Agent given on the instructions of the
relevant Borrower.

           (ii)  Each Money Market Quote shall specify:

                 (A)  the proposed Money Market Borrowing Date and the
Stated Maturity Date therefor;

                 (B)  the principal amounts of the Money Market Loan
which the quoting Bank is willing to make for the applicable Money Market
Quote, which principal amounts (x) may be greater than or less than the
Commitment of the quoting Bank, (y) shall be at least $1,000,000 or a
larger integral multiple of $500,000, and (z) may not exceed the principal
amount of the Money Market Borrowing for which offers were requested;

                 (C)  the rate of interest per annum (rounded upwards, if
necessary, to the nearest 1/100th of 1%) offered for each such Money Market
Loan (such amounts being hereinafter referred to as the "Money Market
Rate"); and

                 (D)  the identity of the quoting Bank.



<PAGE>


     Unless otherwise agreed by the Administrative Agent and the relevant
Borrower, no Money Market Quote shall contain qualifying, conditional or
similar language or propose terms other than or in addition to those set
forth in the applicable Money Market Quote Request (other than setting
forth the principal amounts of the Money Market Loan which the quoting Bank
is willing to make for the applicable Interest Period) and, in particular,
no Money Market Quote may be conditioned upon acceptance by the relevant
Borrower of all (or some specified minimum) of the principal amount of the
Money Market Loan for which such Money Market Quote is being made.

     (d)   The Administrative Agent shall as promptly as practicable after
the Money Market Quote is submitted (but in any event not later than 10:30
A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify
the relevant Borrower of the terms (i) of any Money Market Quote submitted
by a Bank that is in accordance with Section 2.03(c) and (ii) 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 Administrative Agent unless such subsequent Money
Market Quote is submitted solely to correct a manifest error in such former
Money Market Quote.  The Administrative Agent's notice to the relevant
Borrower shall specify (A) the principal amounts of the Money Market
Borrowing for which offers have been received and (B) the respective
principal amounts and Money Market Rates so offered by each Bank
(identifying the Bank that made each Money Market Quote).

     (e)   Not later than 11:00 A.M. (Atlanta, Georgia time) on the Money
Market Borrowing Date, the relevant Borrower shall notify the
Administrative Agent of its acceptance or nonacceptance of the offers so
notified to it pursuant to Section 2.03(d) and the Administrative Agent
shall promptly notify each Bank which submitted an offer.  In the case of
acceptance, such notice shall specify the aggregate principal amount of
offers (for each Stated Maturity Date) that are accepted.  The relevant
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 aggregate principal amount of each Money Market Loan
comprising a Money Market Borrowing shall be at least $1,000,000 (and in
larger integral multiples of $500,000) but shall not cause the limits
specified in Section 2.03(a) to be violated;

           (iii) acceptance of offers may only be made in ascending order
of Money Market Rates; and

           (iv)  the relevant Borrower may not accept any offer where the
Administrative Agent has advised such Borrower that such offer fails to
comply with Section 2.03(c)(ii) or otherwise fails to comply with the
requirements of this Agreement (including without limitation,
Section 2.03(a)).

     If offers are made by 2 or more Banks with the same Money Market
Rates for a greater aggregate principal amount than the amount in respect
of which offers are accepted for the related Stated Maturity Date, the
principal amount of Money Market Loans in respect of which such offers are
accepted shall be allocated by the relevant Borrower among such Banks as
nearly as possible in proportion to the aggregate principal amount of such
offers.  Determinations by the relevant Borrower of the amounts of Money
Market Loans shall be conclusive in the absence of manifest error.

     (f)   Any Bank whose offer to make any Money Market Loan has been
accepted shall, not later than 2:00 P.M. (Atlanta, Georgia time) on the
Money Market Borrowing Date, make the amount of such Money Market Loan
allocated to it available to the Administrative Agent at its address
referred to in Section 9.01 in immediately available funds.  The amount so


<PAGE>


received by the Administrative Agent shall, subject to the terms and
conditions of this Agreement, be made available to the relevant Borrower on
such date by depositing the same, in immediately available funds, not later
than 4:00 P.M. (Atlanta, Georgia time), in an account of such Borrower
maintained with Wachovia.

     (g)   After any Money Market Loan has been funded, the Administrative
Agent shall notify the Banks of the aggregate principal amount of the Money
Market Quotes received and the highest and lowest rates included in such
Money Market Quotes.

     (h)   MONEY MARKET LOANS BY DESIGNATED BANKS.  For any Bank which is
a Designating Bank, any Money Market Loan to be made by such Bank may from
time to time be made by its Designated Bank in such Designated Bank's sole
discretion, and nothing herein shall constitute a commitment to make Money
Market Loans by such Designated Bank; PROVIDED, that if any Designated Bank
elects not to, or fails to, make any such Money Market Loan that has been
accepted by the relevant Borrower in accordance with the foregoing, its
Designating Bank hereby agrees that it shall make such Money Market Loan
pursuant to the terms hereof.


SECTION 2.04.  NOTES.

     (a)   The Syndicated Loans of each Bank shall be evidenced by a
single Syndicated Loan Note payable to the order of such Bank for the
account of its Lending Office in an amount equal to the original principal
amount of such Bank's Commitment.  The Swing Loans shall be evidenced by a
single Swing Loan Note payable to the order of Wachovia in the original
principal amount of $15,000,000.  The Money Market Loans made by any Bank
to a Borrower shall be evidenced by a single Money Market Loan Note payable
to the order of such Bank for the account of its Lending Office in an
amount equal to the Money Market Facility Limit.

     (b)   Upon receipt of each Bank's Syndicated Loan Notes, Money Market
Loan Notes, and Wachovia's Swing Loan Note pursuant to Section 3.01, the
Administrative Agent shall deliver such Syndicated Loan Notes and Money
Market Loan Notes to such Bank and the Swing Loan Note to Wachovia. Each
Bank, as to the Syndicated Loans and Money Market Loan Notes (or Wachovia,
as to the Swing Loans), shall record, and prior to any transfer of its
Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall
endorse on the schedules forming a part thereof appropriate notations to
evidence, the date, amount and maturity of, and effective interest rate
for, each Syndicated Loan or Money Market Loan Notes (or Swing Loan) made
by it, the date and amount of each payment of principal made by the
relevant Borrower with respect thereto, and such schedules of each such
Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's
Swing Loan Note) shall constitute rebuttable presumptive evidence of the
respective principal amounts owing and unpaid on such Bank's Syndicated
Loan Notes or Money Market Loan Notes (or Wachovia's Swing Loan Note);
PROVIDED that the failure of any Bank (or Wachovia) to make, or error in
making, any such recordation or endorsement shall not affect the obligation
of the relevant Borrower hereunder or under the Syndicated Loan Notes or
Money Market Loan Notes (or Swing Loan Note) or the ability of any Bank to
assign its Syndicated Loan Notes or Money Market Loan Notes or Wachovia to
assign its Swing Loan Note.  Each Bank (and Wachovia, with respect to the
Swing Loan) is hereby irrevocably authorized by the Borrowers so to endorse
its Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan
Note) and to attach to and make a part of any Syndicated Loan Note or Money
Market Loan Notes (or Swing Loan Note) a continuation of any such schedule
as and when required.




<PAGE>


SECTION 2.05.  MATURITY OF LOANS.

     (a)   Each Loan included in any Borrowing shall mature, and the
principal amount thereof shall be due and payable, on the last day of the
Interest Period applicable to such Borrowing.

     (b)   Notwithstanding the foregoing, the outstanding principal amount
of the Loans, if any, together with all accrued but unpaid interest
thereon, if any, shall be due and payable on November 11, 2003, unless the
Termination Date is otherwise extended by the Banks, in their sole and
absolute discretion.  Upon the written request of the Borrowers, which
request shall be delivered to the Administrative Agent at least 60 days
prior to each Extension Date (as such term is hereinafter defined), the
Banks shall have the option (without any obligation whatsoever so to do) of
extending the Termination Date for an additional one-year period on
November 11, 2001 (the "Extension Date").  In the event that a Bank chooses
to extend the Termination Date for such an additional one-year period,
notice shall be given by such Bank to the Borrowers and the Administrative
Agent at least 30 days prior to the relevant Extension Date; provided, that
the Termination Date shall not be extended with respect to any of the Banks
unless the Required Banks are willing to extend the Termination Date and on
the then existing Termination Date (without giving effect to such
extension) (x) the remaining Banks shall purchase ratable assignments
(without any obligation so to do) from any terminating Bank (in the form of
an Assignment and Acceptance) in accordance with their respective
percentage of the remaining Aggregate Commitments; PROVIDED, THAT, such
Banks shall be provided such opportunity (which opportunity shall allow
such Banks at least 5 Domestic Business Days in which to make a
decision) prior to the Borrowers finding another bank pursuant to the
immediately succeeding clause (y); and, PROVIDED, FURTHER, THAT, should any
of the remaining Banks elect not to purchase such an assignment, then, such
other remaining Banks shall be entitled  to purchase an assignment from any
Terminating Bank which includes the ratable interest that was otherwise
available to such non-purchasing remaining Bank or Banks, as the case may
be, (y) the Borrowers shall find another bank, acceptable to the
Administrative Agent, willing to accept an assignment from such terminating
Bank (in the form of an Assignment and Acceptance) and/or (z) the Borrowers
shall reduce the aggregate Commitments in an amount equal to the Commitment
of any such terminating Bank which is not purchased pursuant to clause
(x) or (y).  In the event of any extension pursuant to the foregoing, on an
Extension Date, the Borrowers shall pay to the Administrative Agent, for
the ratable account of the Banks, an extension fee equal to 0.125% of the
aggregate amount of the Commitments in effect on such Extension Date.  In
the event of any extension pursuant to the foregoing, on the Extension
Date, the Borrowers shall pay to the Agent, for the ratable account of the
Banks, an extension fee equal to 0.125% of the aggregate amount of the
Commitments in effect on such Extension Date.


SECTION 2.06.  INTEREST RATES.

     (a)   "Applicable Margin" means: (i) until the Parent receives a Debt
Rating, (x) for any Base Rate Loan, 0.00%, and (y) for each Euro-Dollar
Loan 1.30%; and (ii) from and after the date the Parent receives a Debt
Rating, (x) for any Base Rate Loan, 0.00% and (y) for each Euro-Dollar
Loan, the percentage determined on each Performance Pricing Determination
Date by reference to the table set forth below and the Parent's Debt Rating
on such Performance Pricing Determination Date; PROVIDED, that if the
Parent has no Debt Rating, the Applicable Margin for Euro-Dollar Loans
shall be based upon Level IV of the table below.

           LEVEL I          LEVEL II         LEVEL III        LEVEL IV
DEBT
RATING     Greater than     BBB              BBB-             less than
           or equal         or               or               BBB- or
           to BBB+ or       Baa2             Baa3             Baa3
           Baa1

LIBOR +    0.75%            0.90%            1.05%            1.30%


<PAGE>


     In determining the amounts to be paid by a Borrower pursuant to
Section 2.06(b), such Borrower and the Banks shall refer to the Parent's
Debt Rating from time to time.  For purposes hereof, "Performance Pricing
Determination Date" shall mean each date on which the Parent's Debt Rating
changes.  Each change in interest and fees as a result of a change in the
Parent's Debt Rating shall be effective only for Loans (including Refunding
Loans) which are made on or after the relevant Performance Pricing
Determination Date.  All determinations hereunder shall be made by the
Administrative Agent unless the Required Banks shall object to any such
determination. The Parent shall promptly notify the Administrative Agent of
any change in the Parent's Debt Rating.

     (b)   Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made
until it becomes due, at a rate per annum equal to the Base Rate for such
day plus the Applicable Margin.  Such interest shall be payable for each
Interest Period on the last day thereof.  Any overdue principal of and, to
the extent permitted by applicable law, overdue interest on any Base Rate
Loan shall bear interest, payable on demand, for each day until paid at a
rate per annum equal to the Default Rate.

     (c)   Each Euro-Dollar 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 Applicable Margin plus the
applicable Adjusted London Interbank Offered Rate for 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 3 months, at intervals
of 3 months after the first day thereof.  Any overdue principal of and, to
the extent permitted by law, overdue interest on any Euro-Dollar Loan shall
bear interest, payable on demand, for each day until paid at a rate per
annum equal to the Default Rate.

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

     The "London Interbank Offered Rate" applicable to any Euro-Dollar
Loan means for the Interest Period of such Euro-Dollar Loan, the rate per
annum determined on the basis of the offered rate for deposits in Dollars
of amounts equal or comparable to the principal amount of such Euro-Dollar
Loan offered for a term comparable to such Interest Period, which rates
appear on the Dow Jones Markets, Inc. Page 3750 effective as of 11:00 A.M.,
London time, 2 Euro-Dollar Business Days prior to the first day of such
Interest Period, PROVIDED that if no such offered rates appear on such
page, the "London Interbank Offered Rate" for such Interest Period will be
the arithmetic average (rounded upward, if necessary, to the next higher
1/100th of 1%) of rates quoted by not less than 2 major banks in New York
City, selected by the Administrative Agent, at approximately 10:00 A.M.,
New York City time, 2 Euro-Dollar Business Days prior to the first day of
such Interest Period, for deposits in Dollars offered by leading European
banks for a period comparable to such Interest Period in an amount
comparable to the principal amount of such Euro-Dollar Loan.

     "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 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.


<PAGE>


     (a)   Each Money Market Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Money Market Loan
is made until it becomes due, at a rate per annum equal to the applicable
Money Market Rate set forth in the relevant Money Market Quote.  Such
interest shall be payable on the Stated Maturity Date thereof, and, if the
Stated Maturity Date occurs more than 90 days after the date of the
relevant Money Market Loan, at intervals of 90 days after the first day
thereof. Any overdue principal of and, to the extent permitted by law,
overdue 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 Default
Rate.

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

     (c)   After the occurrence and during the continuance of an Event of
Default, the principal amount of the Loans (and, to the extent permitted by
applicable law, all accrued interest thereon) may, at the election of the
Required Banks, bear interest at the Default Rate.


SECTION 2.07.  FEES.

     (a)   Commencing on the Original Closing Date, the Parent shall pay
to the Administrative Agent, for the ratable account of each Bank, a
facility fee, calculated on the aggregate amount of such Bank's Commitment
(without taking into account the amount of the outstanding Loans made by
such Bank), at the rate of 0.20% per annum.  Such fees shall be payable in
arrears on each March 31, June 30, September 30 and December 31 and on the
Termination Date.

     (b)    The Borrowers shall pay to the Administrative Agent, for the
account and sole benefit of the Administrative Agent and Wachovia
Securities, Inc., as applicable, such fees and other amounts at such times
as set forth in the Restatement Agent's Letter Agreement.


SECTION 2.08.  OPTIONAL TERMINATION OR REDUCTION OF COMMITMENTS.

     The Parent may, upon at least 3 Domestic Business Days' notice (or
same Domestic Business Days' notice as to Swing Loans) to the
Administrative Agent, terminate at any time, or proportionately reduce the
Unused Commitments from time to time by an aggregate amount of at least
$10,000,000 or any larger integral multiple of $1,000,000.  If the
Commitments are terminated in their entirety, all accrued fees (as provided
under Section 2.07) shall be due and payable on the effective date of such
termination.


SECTION 2.09.  MANDATORY REDUCTION AND TERMINATION OF COMMITMENTS.

     The Commitments shall terminate on the Termination Date, or on any
earlier date pursuant to the provisions of and under the circumstances
provided in Section 2.11(d), and in either case any Loans then outstanding
(together with accrued interest thereon and, in the case of a termination
pursuant to Section 2.11(d), any other amounts payable pursuant to such
Section 2.11(d)) shall be due and payable on such date.


SECTION 2.10.  OPTIONAL PREPAYMENTS.

     (a)   A Borrower may, upon at least 1 Domestic Business Days' notice
to the Administrative Agent, prepay any Base Rate Borrowing in whole at any
time, or from time to time in part in amounts aggregating at least
$1,000,000 or any larger integral multiple of $500,000 for Base Rate
Borrowings which are Syndicated Borrowings (with no minimum payment as to
Swing Loan Borrowings), 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 Base Rate
Loans of the several Banks (or of Wachovia, as to Swing Loans) included in
such Base Rate Borrowing.

     (b)   Subject to any payments required pursuant to the terms of
Article VIII for such Fixed Rate Loan, upon 3 Domestic Business Day's prior
written notice (or same Domestic Business Days' notice as to Swing
Loans) to the Administrative Agent, a Borrower may prepay in minimum
amounts of $1,000,000 or any larger integral multiple of $500,000 as to
Euro-Dollar Borrowings (with no minimum payment as to Swing Loan
Borrowings) all or any portion of the principal amount of any Fixed Rate
Loan prior to the maturity thereof. Each such optional prepayment shall be
applied to prepay ratably the Fixed Rate Loans of the several Banks (or of
Wachovia, as to Swing Loans) included in such Fixed Rate Borrowing.

     (c)   Each such payment or prepayment shall be applied to the Swing
Loans or ratably to the Loans of the Banks outstanding on the date of
payment or prepayment in the following order of priority: (i) first, to
Swing Loans which are Base Rate Loans; (ii) second, to Transaction Rate
Loans; (iii) third, to Syndicated Loans which are Base Rate Loans;
(iv) fourth, to Euro-Dollar Loans; and (v) last, to Money Market Loans.

     (d)   Upon receipt of a notice of prepayment pursuant to this
Section 2.10, the Administrative Agent shall promptly notify each Bank of
the contents thereof and of such Bank's ratable share of such prepayment
and such notice, once received by the Administrative Agent, shall not
thereafter be revocable by the relevant Borrower.


SECTION 2.11.  MANDATORY PREPAYMENTS.

     (a)   On each date on which the Commitments are reduced pursuant to
Section 2.08 or Section 2.09, the Borrowers shall repay or prepay such
principal amount of the outstanding Loans, if any (together with interest
accrued thereon and any amount due under Section 8.05(a)), as may be
necessary so that after such payment the aggregate unpaid principal amount
of the Loans does not exceed the aggregate amount of the Commitments as
then reduced.

     (b)   On each date on which the aggregate principal amount of the
Loans outstanding exceeds the Borrowing Base on such date, the Borrowers
shall repay or prepay such principal amount of the outstanding Loans
(together with interest thereon and any amount due under
Section 8.05(a)) as may be necessary so that after such payment the
aggregate unpaid principal amount of the Loans does not exceed the
Borrowing Base on such date.

     (c)   Each such payment or prepayment pursuant to paragraph (a),
(b) or (d) shall be applied ratably to the Loans of the Banks outstanding
on the date of payment or prepayment in the following order of priority:
(i) first, to Swing Loans, (ii) secondly to Syndicated Loans which are Base
Rate Loans; (iii) thirdly, to Euro-Dollar Loans; and (iv) lastly, to Money
Market Loans.

     (d)   In the event of a Change in Control, the Parent shall notify
the Administrative Agent and the Banks thereof within 3 Business Days of
the occurrence thereof, and shall include in such notification relevant
information pertaining thereto.  Within 14 Business Days after demand by
the Administrative Agent, made in writing at the request of the Required
Banks within 60 days of the Administrative Agent's receipt of the aforesaid
notice from the Parent, the Borrowers shall prepay in full the aggregate
unpaid principal amount of the Loans, all accrued and unpaid interest
thereon, any amounts due under Section 8.05(a), and all other accrued and
unpaid amount hereunder, and the Commitments thereupon shall terminate
pursuant to Section 2.08.




<PAGE>


SECTION 2.12.  GENERAL PROVISIONS AS TO PAYMENTS.

     (a)   The Borrowers shall make each payment of principal of, and
interest on, the Loans and of fees hereunder, not later than 11:00 A.M.
(Atlanta, Georgia time) on the date when due, in Federal or other funds
immediately available in Atlanta, Georgia, to the Administrative Agent at
its address referred to in Section 9.01.  The Administrative Agent will
promptly distribute to each Bank its ratable share of each such payment
received by the Administrative Agent for the account of the Banks, and to
Wachovia such payment received by the Administrative Agent on account of
the Swing Loans.

     (b)   Whenever any payment of principal of, or interest on, the Base
Rate Loans, Money Market Loans or of fees hereunder 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.

     (c)   All payments of principal, interest and fees and all other
amounts to be made by the Borrowers pursuant to this Agreement with respect
to any Loan or fee relating thereto shall be paid without deduction for,
and free from, any tax, imposts, levies, duties, deductions, or
withholdings of any nature now or at anytime hereafter imposed by any
governmental authority or by any taxing authority thereof or therein
excluding in the case of each Bank, taxes imposed on or measured by its net
income, and franchise taxes imposed on it, by the jurisdiction under the
laws of which such Bank is organized or any political subdivision thereof
and, in the case of each Bank, taxes imposed on its income, and franchise
taxes imposed on it, by the jurisdiction of such Bank's applicable Lending
Office or any political subdivision thereof (all such non-excluded taxes,
imposts, levies, duties, deductions or withholdings of any nature being
"Taxes").  In the event that a Borrower is required by applicable law to
make any such withholding or deduction of Taxes with respect to any Loan or
fee or other amount, such Borrower shall pay such deduction or withholding
to the applicable taxing authority, shall promptly furnish to any Bank in
respect of which such deduction or withholding is made all receipts and
other documents evidencing such payment and shall pay to such Bank
additional amounts as may be necessary in order that the amount received by
such Bank after the required withholding or other payment shall equal the
amount such Bank would have received had no such withholding or other
payment been made.  No Bank will charge Borrowers for taxes or other fees
pursuant to this Section 2.12 or, if such taxes or fees are charged, at a
higher rate, than such Bank, charges its other similarly situated borrowers
or customers.

     Each Bank which is not organized under the laws of the United States
or any state thereof agrees, as soon as practicable after receipt by it of
a request by a Borrower to do so, to file all appropriate forms and take
other appropriate action to obtain a certificate or other appropriate
document from the appropriate governmental authority in the jurisdiction
imposing the relevant Taxes, establishing that it is entitled to receive
payments of principal and interest under this Agreement and the Notes
without deduction and free from withholding of any Taxes imposed by such
jurisdiction; PROVIDED that if it is unable, for any reason, to establish
such exemption, or to file such forms and, in any event, during such period
of time as such request for exemption is pending, the Borrowers shall
nonetheless remain obligated under the terms of the immediately preceding
paragraph.



<PAGE>


     In the event any Bank receives a refund of any Taxes paid by a
Borrower pursuant to this Section 2.12(c), it will pay to such Borrower the
amount of such refund promptly upon receipt thereof; PROVIDED that if at
any time thereafter it is required to return such refund, such Borrower
shall promptly repay to it the amount of such refund.

     Without prejudice to the survival of any other agreement of the
Borrowers hereunder, the agreements and obligations of the Borrowers and
the Banks contained in this Section 2.12(c) shall be applicable with
respect to any Participant, Assignee or other Transferee, and any
calculations required by such provisions (i) shall be made based upon the
circumstances of such Participant, Assignee or other Transferee, and
(ii) constitute a continuing agreement and shall survive the termination of
this Agreement and the payment in full or cancellation of the Notes.


SECTION 2.13.  COMPUTATION OF INTEREST AND FEES.

     Interest on Base Rate Loans shall be computed on the basis of a year
of 365 days and paid for the actual number of days elapsed (including the
first day but excluding the last day).  Interest on Euro-Dollar Loans,
Money Market Loans and Transaction Rate Loans shall be computed on the
basis of a year of 360 days and paid for the actual number of days elapsed,
calculated as to each Interest Period from and including the first day
thereof to but excluding the last day thereof.  Facility fees and any other
fees payable hereunder 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 2.14.  EXPANSION OF FACILITY.

     At the request of the Parent, the aggregate amount of the Commitments
may be increased at any time prior to the Termination Date to an aggregate
amount not in excess of $300,000,000 without any amendment to this
Agreement and without consent of the Banks, by the execution and delivery
by any new Bank which has been approved by the Parent and the Co-Lead
Arrangers (a "Joining Bank") of a Bank Joinder Agreement. On the effective
date of such joinder: (i) the Administrative Agent shall notify all other
Banks thereof, including the name, notice address and amount of Commitment
of the Joining Bank; (ii) each of the Borrowers shall execute and deliver
to the Administrative Agent, for re-delivery to the Banks, as appropriate,
a Syndicated Loan Note payable to the Joining Bank in the amount of its
Commitment, and a New Money Market Loan Note payable to each Bank in the
amount of the Money Market Limit, after giving effect to such joinder; and
(iii) the Joining Bank shall purchase from each other Bank a pro rata
participation in such other Bank's existing Syndicated Loans (but not its
Money Market Loans), including in any right of payment pursuant to Section
8.05 with respect thereto, so that, after giving effect thereto, each Bank
(including the Joining Bank) will have risk for such existing Loans equal
to its pro rata share of the Commitments, after giving effect to the
Commitment of the Joining Bank.  Loans made after the effective date of
such joinder shall not be subject to the foregoing, and the Joining Bank
shall fund its ratable share thereof in accordance with its commitment.





<PAGE>


                              ARTICLE III

                       CONDITIONS TO BORROWINGS


SECTION 3.01.  CONDITIONS TO FIRST BORROWING AND EFFECTIVENESS
     OF THIS AGREEMENT.

     (a)   CONDITIONS TO FIRST BORROWING.  The obligation of each Bank to
make a Loan on the occasion of the first Borrowing under the Original
Credit Agreement (or any amendment thereof, as applicable) was satisfied by
the satisfaction of each of the conditions set forth in Section 3.02 on the
date of such first Borrowing (or amendment) and receipt by the Agent of the
documents described below in this paragraph (a):

           (i)   from each of the parties to the Original Credit Agreement
of either (A) a duly executed counterpart of the Original Credit Agreement
signed by such party or (B) a facsimile transmission of such executed
counterpart (with the original to be sent to the Administrative Agent by
overnight courier);

           (ii)  a duly executed Syndicated Loan Note and a duly executed
Money Market Loan Note for the account of each Bank and a duly executed
Swing Loan Note for the account of Wachovia complying with the provisions
of Section 2.03;

           (iii) an opinion letter of Pircher, Nichols and Meeks, counsel
for the Parent and the Guarantors, dated as of the Original Closing Date,
substantially in the form of EXHIBIT B and covering such additional matters
relating to the transactions contemplated hereby as the Administrative
Agent or any Bank may reasonably request;

           (iv)  an opinion of Jones, Day, Reavis & Pogue, special counsel
for the Administrative Agent, dated as of the Original Closing Date,
substantially in the form of EXHIBIT C and covering such additional matters
relating to the transactions contemplated hereby as the Administrative
Agent may reasonably request;

           (v)   a certificate (the "Closing Certificate") substantially
in the form of EXHIBIT G), dated as of the Original Closing Date, signed by
an Executive Officer of the General Partner, to the effect that, (A) no
Default has occurred and is continuing on the date of the first Borrowing
and (B) the representations and warranties of the Parent and each Guarantor
contained in Article IV are true on and as of the date of the first
Borrowing hereunder;

           (vi)  all documents which the Administrative Agent or any Bank
may reasonably request relating to the existence of the Parent, the
partnership authority for and the validity of the Original Credit
Agreement, the Notes and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent, including, without
limitation, a certificate and agreement of the General Partner as of the
Original Closing Date substantially in the form of EXHIBIT H (the
"Officer's Certificate and Agreement"), signed by an Executive Officer of
the General Partner, and certified copies of the following respective items
for the Parent and the General Partner: (A) its Certificate of Declaration
of Trust, or Certificate of Limited Partnership, (B) its Declaration of
Trust, Partnership Agreement, (C) a certificate of the Secretary of State
of the State of its incorporation or creation as to its good standing as a
real estate investment trust or partnership created therein, and (D) the
action taken by its Board of Trustees of the General Partner authorizing
the execution, delivery and performance of the Loan Documents to which it
is a party;



<PAGE>


           (vii) a Notice of Borrowing or notification pursuant to
Section 2.03(e) of acceptance of one or more Money Market Quotes, as
applicable;

           (viii) receipt of the Borrowing Base Certificate for the Fiscal
Quarter ending on June 30, 1999;

           (ix)  receipt of the upfront fee payable to the Banks pursuant
to separate agreement between the Administrative Agent and the Parent;

           (x)   payment of all amounts payable under and termination of
the Pre-Existing Credit Agreement (but if any Euro-Dollar Loans are
outstanding under the Pre-Existing Credit Agreement on the Original Closing
Date, then (1) if there is to be a funding of a Syndicated Loan on the
Original Closing Date, any such Bank may net out from such funding the
amount of its existing Syndicated Loan, and such amount shall be deemed to
be due and payable under its Syndicated Loan Note for an Interest Period
equal to the remaining Interest Period under its outstanding Euro-Dollar
Loan under the Pre-Existing Credit Agreement);

           (xi)  payment of all fees payable on the Original Closing Date
to the Administrative Agent, the Syndication Agent and the Co-Lead
Arrangers under the Original Agents' Letter Agreement; and

           (xii) in addition, if the Parent desired funding of a Fixed
Rate Loan on the Original Closing Date, the Administrative Agent shall have
received, the requisite number of days prior to the Original Closing Date,
a funding indemnification letter satisfactory to it, pursuant to which
(i) the Administrative Agent and the Parent shall have agreed upon the
interest rate, amount of Borrowing and Interest Period for such Fixed Rate
Loan, and (ii) the Parent shall indemnify the Banks from any loss or
expense arising from the failure to close on the anticipated Original
Closing Date identified in such letter or the failure to borrow such Fixed
Rate Loan on such date.

     (b)   CONDITIONS TO EFFECTIVENESS OF THIS AGREEMENT.  All Loans
outstanding under the Original Credit Agreement on the Restatement Closing
Date shall continue in effect.  The effectiveness of this Agreement is
subject to the satisfaction of the conditions set forth below in this
paragraph (b) (as to the items described in clauses (i), (ii) and (iii), in
sufficient number of counterparts for delivery of a counterpart to each
Bank and retention of one counterpart by the Agent):

           (i)   from each of the parties hereto of either (A) a duly
executed counterpart of this Agreement signed by such party or (B) a
facsimile transmission of such executed counterpart (with the original to
be sent to the Administrative Agent by overnight courier);

           (ii)  from the Parent, a duly executed Guaranty in the form of
EXHIBIT K and from each of the Service Company Borrowers duly executed
Notes in the form of EXHIBITS A-3, A-4 and A-5  (all Loans made to the
Parent shall continue to be evidenced by the Notes of the Parent executed
and delivered pursuant to the Original Credit Agreement);

           (iii) an opinion letter of Pircher, Nichols and Meeks, counsel
for the Parent and the Service Company Borrowers, dated as of the
Restatement Closing Date, substantially in the form of EXHIBIT B, but
updated to cover this Agreement and the Service Company Borrowers, the
Notes of the Service Company Borrowers and the Guaranty executed by the
Parent and covering such additional matters relating to the transactions
contemplated hereby as the Administrative Agent or any Bank may reasonably
request;



<PAGE>


           (iv)  a Closing Certificate substantially in the form of
EXHIBIT G hereto, but updated to cover this Agreement and the Service
Company Borrowers, dated as of the Restatement Closing Date, signed by an
Executive Officer of the General Partner and an authorized officer of each
of the Service Company Borrowers, to the effect that, (A) no Default has
occurred and is continuing as of the Restatement Closing Date and (B) the
representations and warranties of the Borrowers and each Guarantor
contained in Article IV of this Agreement are true on and as of the
Restatement Closing Date;

           (v)   all documents which the Administrative Agent or any Bank
may reasonably request relating to the existence of the Borrowers, the
partnership or corporate authority for and the validity of this Agreement
and any other matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent, including, without limitation, an
Officer's Certificate and Agreement substantially in the form of EXHIBIT H
hereto, but updated to cover this Agreement and the Service Company
Borrowers, from each of the General Partner and the executive officers each
of the Service Company Borrowers as of the Restatement Closing Date, signed
by an Executive Officer of the General Partner or an authorized officer of
the Service Company Borrowers, as applicable, and certified copies of the
following respective items for the Borrowers and the General Partner:
(A) for the General Partner and the Parent, stating that the Declaration of
Trust of the General Partner and Articles of Limited Partnership and
Partnership Agreement of the Parent have not been amended since the
Original Closing Date, or, if such documents have been amended since the
Original Closing Date, a copy of such amendments shall be attached to such
Officer's Certificate and Agreement; (b) as to the Service Company
Borrowers, its Certificate of Formation or Articles of Incorporation and
Operating Agreement or bylaws; (C) for all Borrowers, a certificate of the
Secretary of State of the State of incorporation or creation as to good
standing as a real estate investment trust, limited liability company,
partnership or corporation created therein, and (D) for all Borrowers, the
action taken by Board of Trustees of the General Partner or the Board of
Directors of the Service Company Borrowers authorizing the execution,
delivery and performance of this Agreement; and

           (vi)  payment of all fees payable on the Restatement Closing
Date to the Administrative Agent and Wachovia Securities, Inc. under the
Restatement Agent's Letter Agreement.


SECTION 3.02.  CONDITIONS TO ALL BORROWINGS.

     The obligation of each Bank to make a Loan on the occasion of each
Borrowing is subject to the satisfaction of the following conditions except
as expressly provided in the last sentence of this Section 3.02:

     (a)   receipt by the Administrative Agent of a Notice of Borrowing or

acceptance of a Transaction Rate Quote or notification pursuant to
Section 2.03(e) of acceptance of one or more Money Market Quotes, as
applicable;

     (b)   the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing;

     (c)   the fact that the representations and warranties of each
Borrower and each Guarantor contained in Article IV of this Agreement shall
be true on and as of the date of such Borrowing;

     (d)   the fact that, immediately after such Borrowing, the conditions
set forth in clauses (i) and (ii) of Section 2.01(a) shall have been
satisfied; and



<PAGE>


     (e)   the fact that, if such Borrowing is a Borrowing  by a Service
Company Borrower:

           (i) such Borrowing does not exceed the sum of:

                 (A)  20% of the lesser of (x) the Borrowing Base and (y)
the aggregate Commitments, less

                 (B)  the aggregate outstanding principal amount of the
Loans at the time of the proposed Borrowing by such Service Company
Borrower;  and

           (ii)  immediately after such Borrowing, the aggregate
Borrowings by the Service Company Borrowers does not exceed 20% of the
aggregate Commitments (the conditions set forth in clauses (i) and (ii)
being, collectively, the "Service Company Borrowing Limitations").

     Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrowers on the date of such Borrowing as to the truth and
accuracy of the facts specified in paragraphs (b), (c), (d) and (e) of this
Section.



                              ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES


     The Borrowers and (by incorporation by reference in the Guaranty) the
Guarantors, as expressly stated, each represents and warrants that:

SECTION 4.01.  PARTNERSHIP, TRUST AND CORPORATE EXISTENCE AND POWER.

     (a)   Each Borrower a limited partnership, corporation or partnership
duly organized or incorporated, validly existing and in good standing under
the laws of the jurisdiction of its creation, is duly qualified to transact
business in every jurisdiction where, by the nature of its business, such
qualification is necessary, and has all partnership or corporate powers and
all governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted, except where any failure does
not have and would not reasonably be expected to cause a Material Adverse
Effect.

     (b)   The General Partner is a real estate investment trust duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its creation, is duly qualified to transact business in
every jurisdiction where, by the nature of its business, such qualification
is necessary, and has all trust powers and all governmental licenses,
authorizations, consents and approvals required to carry on its business as
now conducted, except where any failure does not have and would not
reasonably be expected to cause a Material Adverse Effect.  The only
general partner of  the Parent is and shall be AMLI Residential Properties
Trust.  The only assets of the General Partner (other than cash held for
distribution to its shareholders) are and shall be its interest in the
Parent and its interest in various partnerships in which it owns, directly
or indirectly, not more than 1% of the partnership interests and in which
Parent owns, directly or indirectly, all of the remaining partnership
interests.

     (c)   Each Guarantor is a corporation or partnership duly organized,
validly existing and in good standing under the laws of the jurisdiction of
its creation, is duly qualified to transact business in every jurisdiction
where, by the nature of its business, such qualification is necessary, and
has all corporate powers and all governmental licenses, authorizations,
consents and approvals required to carry on its business as now conducted,
except where any failure does not have and would not reasonably be expected
to cause a Material Adverse Effect.


<PAGE>


SECTION 4.02.  CORPORATE AND GOVERNMENTAL AUTHORIZATION; NO CONTRAVENTION.

     The execution, delivery and performance by each Borrower of this
Agreement, the Notes and the other Loan Documents to which it is a party
and by the Guarantors of the Guaranty and the Contribution Agreement
(i) are within each such Borrower's or such Guarantor's partnership or
corporate powers, (ii) have been duly authorized by all necessary
partnership or corporate action, (iii) require no action by or in respect
of or filing with, any governmental body, agency or official, (iv) do not
contravene, or constitute a default under, any provision of applicable law
or regulation or of the certificate of incorporation, certificate of
limited partnership, partnership agreement, or by-laws of any Borrower or
any Guarantor or of any agreement, judgment, injunction, order, decree or
other instrument binding upon the Borrowers or any Guarantor except where
such contravention or default does not have and would not reasonably be
expected to cause a Material Adverse Effect, and (v) do not result in the
creation or imposition of any Lien on any asset of the Borrowers or any of
Guarantor.


SECTION 4.03.  BINDING EFFECT.

     This Agreement constitutes a valid and binding agreement of the
Borrowers enforceable in accordance with its terms, and the Notes, the
Guaranty and the other Loan Documents, when executed and delivered in
accordance with this Agreement, will constitute valid and binding
obligations of the Borrowers and the Guarantor parties thereto, enforceable
in accordance with their respective terms, provided that the enforceability
hereof and thereof is subject in each case to general principles of equity
and to bankruptcy, insolvency and similar laws affecting the enforcement of
creditors' rights generally.


SECTION 4.04.  FINANCIAL INFORMATION.

     (a)   The balance sheet of the General Partner and the consolidated
balance sheet of the Parent as of December 31, 1999 and the related
consolidated statements of income, shareholders' equity and cash flows for
the Fiscal Year then ended, reported on by KPMG Peat Marwick LLP,  and the
unaudited consolidated financial statements of the Parent for the interim
period ended June 30, 2000, copies of which have been delivered to each of
the Banks, fairly present, in conformity with GAAP, the financial position
of the General Partner and the consolidated financial position of the
Parent and its Consolidated Subsidiaries as of such dates and the (with
respect to the Parent, its consolidated) results of operations and cash
flows for such periods stated.

     (b)   Since December 31, 1999 there has been no event, act, condition
or occurrence having a Material Adverse Effect.


SECTION 4.05.  NO LITIGATION.

     There is no action, suit or proceeding pending, or to the knowledge
of the Borrowers threatened, against or affecting the Borrowers or any of
the Subsidiaries before any court or arbitrator or any governmental body,
agency or official which could have a Material Adverse  Effect or which in
any manner draws into question the validity of or could impair the ability
of the Borrowers to perform its obligations under, this Agreement, the
Notes or any of the other Loan Documents.




<PAGE>


SECTION 4.06.  COMPLIANCE WITH ERISA.

     (a)   The Borrowers and each member of the Controlled Group have
fulfilled their obligations under the minimum funding standards of ERISA
and the Code with respect to each Plan and are in compliance in all
material respects with the presently applicable provisions of ERISA and the
Code, and have not incurred any liability to the PBGC or a Plan under Title
IV of ERISA.

     (b)   None of the Borrowers nor any member of the Controlled Group is
or ever has been obligated to contribute to any Multiemployer Plan.


SECTION 4.07.  COMPLIANCE WITH LAWS; PAYMENT OF TAXES.

     To the best of the Borrowers' knowledge, the Borrowers and the
Subsidiaries are in compliance with all applicable laws, regulations and
similar requirements of governmental authorities, except where such
compliance is being contested in good faith through appropriate
proceedings, except where (i) such compliance is being contested in good
faith through appropriate proceedings or (ii) any failure does not have and
would not reasonably be expected to cause a Material Adverse Effect.  There
have been filed on behalf of the Borrowers and the Subsidiaries all
material Federal, state and local income, excise, property and other tax
returns which are required to be filed by them and all taxes due pursuant
to such returns or pursuant to any assessment received by or on behalf of
the Borrowers or any Subsidiary have been paid, except:  (A) ad valorem
taxes not due and payable; and (B) other liabilities, if (1) they are being
contested in good faith and against which the relevant Borrower, Guarantor
or Subsidiary has set up reserves in accordance with GAAP, or (2) the
aggregate amount involved is not in excess of $5,000,000.  The charges,
accruals and reserves on the books of each Borrower and the Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrowers, adequate.  United States income tax returns of the General
Partner, the Borrowers and the Subsidiaries have not been examined.


SECTION 4.08.  SUBSIDIARIES, CO-INVESTMENT PARTNERSHIPS
     AND SERVICE COMPANIES.

     Each of the Parent's Subsidiaries, Co- Investment Partnerships and
Service Companies is a corporation, partnership or limited liability
company duly organized, validly existing and in good standing under the
laws of its jurisdiction of creation, is duly qualified to transact
business in every jurisdiction where, by the nature of its business, such
qualification is necessary, and has all corporate or partnership powers and
all governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted, except where any failure does
not have and would not reasonably be expected to cause a Material Adverse
Effect.  As of the Restatement Closing Date, the Parent has no Subsidiaries
or Co-Investment Partnerships except for those Subsidiaries and Co-
Investment Partnerships listed on Schedule 4.08, which accurately sets
forth each such Subsidiary's and Co-Investment Partnership's complete name
and jurisdiction of creation.  The Parent will promptly notify the
Administrative Agent of the creation of any new Subsidiary, and each such
new Subsidiary shall be subject to the provisions of Section 5.28.


SECTION 4.09.  INVESTMENT COMPANY ACT.

     None of the Borrowers or the Subsidiaries is an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.




<PAGE>


SECTION 4.10.  PUBLIC UTILITY HOLDING COMPANY ACT.

     Neither the General Partner, any of the Borrowers nor any of the
Subsidiaries is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", as such terms are defined in
the Public Utility Holding Company Act of 1935, as amended.


SECTION 4.11.  OWNERSHIP OF PROPERTY; LIENS.

     Each of the General Partner, the Borrowers and the Parent's
Consolidated Subsidiaries has title to its properties sufficient for the
conduct of its business, and none of such property which constitutes
Eligible Property is subject to any Lien except as permitted in
Section 5.18.


SECTION 4.12.  NO DEFAULT.

     None of the General Partner, the Borrowers or any of the Parent's
Consolidated Subsidiaries is in default under or with respect to any
agreement, instrument or undertaking to which it is a party or by which it
or any of its property is bound which could have or cause a Material
Adverse Effect.  No Default or Event of Default has occurred and is
continuing.


SECTION 4.13.  FULL DISCLOSURE.

     All information heretofore furnished by the Borrowers to the
Administrative Agent 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 Borrowers to the Administrative
Agent or any Bank will be, true, accurate and complete in every material
respect or based on reasonable estimates on the date as of which such
information is stated or certified.  The Borrowers have disclosed to the
Banks in writing any and all facts which could have or cause a Material
Adverse Effect.


SECTION 4.14.  ENVIRONMENTAL MATTERS.

     (a)   Except as set forth in Schedule 4.14 (and, as approved by the
Administrative Agent and the Banks in writing, as such Schedule 4.14 is
amended or supplemented from time to time by the Borrowers), to the best of
the Borrowers' knowledge, none of the Borrowers and none of the Parent's
Subsidiaries is subject to any Environmental Liability which could have or
cause a Material Adverse Effect and none of the Borrowers or the Parent's
Subsidiaries has been designated as a potentially responsible party under
CERCLA or under any state statute similar to CERCLA, which designation or
all such designations in effect at any time, taken as a whole, could have
or would cause a Material Adverse Effect.  None of the Properties has been
identified on any current or proposed (i) National Priorities List under 40
C.F.R. Section 300, (ii) CERCLIS list or (iii) any list arising from a
state statute similar to CERCLA.

     (b)   Except as set forth in Schedule 4.14 (and, as approved by the
Administrative Agent and the Banks in writing, as such Schedule 4.14 is
amended or supplemented from time to time by the Borrowers), to the best of
the Borrowers' knowledge, no Hazardous Materials have been or are being
used, produced, manufactured, processed, treated, recycled, generated,
stored, disposed of, managed or otherwise handled at, or shipped or
transported to or from the Properties or are otherwise present at, on, in
or under the Properties, or, to the best of the knowledge of the Borrowers,


<PAGE>


at or from any adjacent site or facility, except for Hazardous Materials,
such as cleaning solvents, pesticides, petroleum product and other
materials used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed of, managed, or otherwise handled in the
ordinary course of business in material compliance with all applicable
Environmental Requirements.

     (c)   Each of the Borrowers and each of the Parent's Subsidiaries and
Affiliates has procured all Environmental Authorizations necessary for the
conduct of its business, and is in compliance with all Environmental
Requirements in connection with the operation of the Properties and the
respective businesses of each Borrower and of each of the Parent's
Subsidiaries and Affiliates, except where any such non-compliance would not
have a Material Adverse Effect.


SECTION 4.15.  CAPITAL STOCK.

     All Capital Stock, beneficial interests, debentures, bonds, notes and
all other securities of the General Partner, the Parent and the
Subsidiaries presently issued and outstanding are validly and properly
issued in all material respects in accordance with all applicable laws,
including, but not limited to, the "Blue Sky" laws of all applicable states
and the federal securities laws.  The issued shares of Capital Stock of the
Parent's Wholly Owned Subsidiaries are owned by the Parent free and clear
of any Lien or adverse claim.  At least a majority of the issued shares of
Capital Stock of each of the Parent's other Subsidiaries (other than Wholly
Owned Subsidiaries) is owned by the Parent, and all such shares which are
owned by the Parent are owned by it free and clear of any Lien or adverse
claim.


SECTION 4.16.  MARGIN STOCK.

     None of the Borrowers and none of the Subsidiaries is engaged
principally, or as a significant part of its business, in the business of
purchasing or carrying any Margin Stock, and no part of the proceeds of any
Loan will be used to purchase or carry any Margin Stock or to extend credit
to others for the purpose of purchasing or carrying any Margin Stock, or be
used for any purpose which violates, or which is inconsistent with, the
provisions of Regulation T, U or X.


SECTION 4.17.  INSOLVENCY.

     After giving effect to the execution and delivery of the Loan
Documents and the making of the Loans under this Agreement: (i) none of the
Borrowers will (x) be "insolvent," within the meaning of such term as used
in O.C.G.A. Section 18-2-22 or as defined in Section 101 of the "Bankruptcy
Code", or Section 2 of either the "UFTA" or the "UFCA", or as defined or
used in any "Other Applicable Law" (as those terms are defined below), or
(y) be unable to pay its debts generally as such debts become due within
the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or
Section 6 of the UFCA, or (z) have an unreasonably small capital to engage
in any business or transaction, whether current or contemplated, within the
meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or
Section 5 of the UFCA; and (ii) none of the obligations of any of the
Borrowers under the Loan Documents and with respect to the Loans will be
rendered avoidable under any Other Applicable Law. For purposes of this
Section 4.17, "Bankruptcy Code" means Title 11 of the United States Code,
"UFTA" means the Uniform Fraudulent Transfer Act, "UFCA" means the Uniform
Fraudulent Conveyance Act, and "Other Applicable Law" means any other
applicable law pertaining to fraudulent transfers or acts voidable by
creditors, in each case as such law may be amended from time to time.




<PAGE>


SECTION 4.18.  INSURANCE.

     Each of the Borrowers and the Subsidiaries has (either in the name of
such Borrower's or such Subsidiary's own name), with financially sound and
reputable insurance companies, all-risk insurance in at least such amounts
as are usually obtained in the same general area by companies of
established repute engaged in the same or similar business.


SECTION 4.19.  REAL ESTATE INVESTMENT TRUST; SOLE GENERAL PARTNER.

     The General Partner is qualified under the Code as a real estate
investment trust and is the sole general partner of the Parent.



                               ARTICLE V

                               COVENANTS

     The Borrowers and (by incorporation by reference in the Guaranty) the
Guarantors agree that, so long as any Bank has any Commitment hereunder or
any amount payable hereunder or under any Note remains unpaid:


SECTION 5.01.  INFORMATION.

     The relevant Borrowers 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, a consolidated balance sheet of the General
Partner and a consolidated balance sheet of the Parent and the Guarantors
as of the end of such Fiscal Year and the related (with respect to the
Parent, its consolidated) statements of income, shareholders' equity and
cash flows for such Fiscal Year, setting forth in each case in comparative
form the figures for the previous fiscal year, in either case audited by
KPMG Peat Marwick LLP or other independent public accountants of nationally
recognized standing, with such audit opinion to be free of material
exceptions and qualifications not acceptable to the Required Banks;

     (b)   as soon as available and in any event within 45 days after the
end of each of the first 3 Fiscal Quarters of each Fiscal Year, a (with
respect to the Parent, its consolidated) balance sheet of the Parent and
the Guarantors as of the end of such Fiscal Quarter and the related
statement of income and statement of cash flows for such Fiscal Quarter and
for the portion of the Fiscal Year ended at the end of such Fiscal Quarter,
setting forth in each case in comparative form the figures for the
corresponding Fiscal Quarter and the corresponding portion of the previous
Fiscal Year, all certified (subject to normal year-end adjustments) as to
fairness of presentation, GAAP and consistency by an Executive Officer of
the General Partner;

     (c)   simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, a certificate,
substantially in the form of EXHIBIT F (a "Compliance Certificate"), of an
Executive Officer of the General Partner (i) setting forth in reasonable
detail the calculations required to establish whether the Parent was in
compliance with the requirements of Sections 5.05, 5.15, 5.16, 5.17, and
5.20 through 5.26, inclusive, on the date of such financial statements and
(ii) stating whether 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 Parent is taking or proposes to take with respect thereto;



<PAGE>


     (d)   within 5 Domestic Business Days after any Borrower becomes
aware of the occurrence of any Default, a certificate of the chief
financial officer or the chief accounting officer of the relevant Borrower
setting forth the details thereof and the action which the relevant
Borrower is taking or proposes to take with respect thereto, which
certificate shall indicate that it is a "Notice of Default";

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

     (f)   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 annual, quarterly or monthly reports
which the Parent shall have filed with the Securities and Exchange
Commission;

     (g)   if and when any member of the Controlled 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; (ii) receives notice of complete or
partial withdrawal liability under Title IV of ERISA; (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate or appoint
a trustee to administer any Plan; or (iv) contributes to or becomes
obligated to contribute to a Multiemployer Plan, or incurs any withdrawal
liability with respect to a Multiemployer Plan; THEN a copy of any such
notice referred to in clauses (i) through (iii) of this paragraph, and a
detailed description of the amount and the circumstances of such
contribution or withdrawal liability obligation referred to in clause
(iv) of this paragraph;

     (h)   within 60 days after the end of each Fiscal Quarter, and more
frequently, at the election of the Parent, a Borrowing Base Certificate as
of the last day of the Fiscal Quarter just ended;

     (i)   simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, operating
statements for each Eligible Property for the period covered by such
financial statements; and

     (j)   from time to time such additional information regarding the
financial position or business of the Parent and the Guarantors as the
Administrative Agent, at the request of any Bank, may reasonably request.


SECTION 5.02.  INSPECTION OF PROPERTY, BOOKS AND RECORDS.

     The Borrowers, the Guarantors and the General Partner will (i) keep
proper books of record and account in which full, true and correct entries
in conformity with GAAP shall be made of all dealings and transactions in
relation to its business and activities; and (ii) permit representatives of
any Bank at such Bank's expense prior to the occurrence of a Default and at
the Borrowers' expense after the occurrence of a Default to visit and
inspect any of their respective properties, to examine and make abstracts
from any of their respective books and records and to discuss their
respective affairs, finances and accounts with their respective officers,
employees and independent public accountants.  The Borrowers, the General
Partner and the Guarantors agree to cooperate and assist in such visits and
inspections, in each case at such reasonable times and as often as may
reasonably be desired.




<PAGE>


SECTION 5.03.  MAINTENANCE OF EXISTENCE.

     The Borrowers, the General Partner and the Guarantors will, subject
to Sections 5.04 and 5.05, each maintain its respective partnership,
corporate and trust existence and carry on its respective business in
substantially the same manner and in substantially the same fields as such
business is now carried on and maintained.


SECTION 5.04.  DISSOLUTION.

     None of the Borrowers and none of the Guarantors shall suffer or
permit dissolution or liquidation either in whole or in part or redeem or
retire any shares of its own stock or that of any Guarantor, except for
Partner Conversions.


SECTION 5.05.  CONSOLIDATIONS, MERGERS AND SALES OF ASSETS.

     Neither any of the Borrowers, the General Partner nor any of the
Guarantors will consolidate or merge with or into, or acquire all or
substantially all of the assets or stock of any other Person, or sell,
lease or otherwise transfer all or any substantial part of its assets to,
any other Person, PROVIDED that:

           (i)   the Parent may merge with another Person if (x) such
Person was organized under the laws of the United States of America or one
of its states, (y) the Parent is the limited partnership surviving such
merger and (z) immediately after giving effect to such merger, no Default
shall have occurred and be continuing;

           (ii)  Guarantors which are Subsidiaries may merge with one
another and may sell, lease or otherwise transfer assets to the Parent;

           (iii) the foregoing limitation on the acquisition of all or
substantially all the assets or stock of another Person shall not prohibit,
during any Fiscal Quarter, the acquisition of all or substantially all of
the assets or stock of another Person unless the aggregate assets or stock
acquired in a single acquisition or series of related acquisitions of all
or substantially all of the assets or stock of another Person by the
Borrowers, the General Partner and the Guarantors during such Fiscal
Quarter constituted more than 20% of Gross Asset Value at the end of the
most recent Fiscal Quarter immediately preceding such Fiscal Quarter; and

           (iv)  the foregoing limitation on the sale, lease or other
transfer of assets shall not prohibit, during any Fiscal Quarter, a
transfer of assets (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred, when
combined with all other assets transferred, by the Borrowers, the General
Partner and the Guarantors during such Fiscal Quarter and the immediately
preceding 3 Fiscal Quarters, constituted more than 20% of Gross Asset Value
at the end of the most recent Fiscal Year immediately preceding such Fiscal
Quarter.

     In the case of any Guarantor that is a Subsidiary and which transfers
substantially all of its assets pursuant to clause (iv) of the preceding
sentence, and in the case of any Guarantor that is a Subsidiary the stock
of which is being sold and with respect to which clause (iv) would have
been satisfied if the transaction had been a sale of assets of such
Guarantor, such Subsidiary Guarantor may dissolve and shall be entitled to
obtain from the Administrative Agent a written release from the Guaranty,
PROVIDED that it can demonstrate to the reasonable satisfaction of the
Administrative Agent that (A) it has repaid in full all Debt owed to the
Borrowers or any other Guarantor and (B) such sale was for cash and in the


<PAGE>


case of an asset transfer, the net cash proceeds received in connection
therewith are being distributed to the Borrowers as part of such
dissolution, and upon obtaining such written release, it shall no longer be
a Guarantor for any purpose hereunder.


SECTION 5.06.  USE OF PROCEEDS.

     The proceeds of the Loans may be used for construction financing,
acquisitions, working capital and general commercial purposes; PROVIDED,
HOWEVER, that no portion of the proceeds of the Loans will be used by any
Borrower or any Subsidiary (i) in connection with, whether directly or
indirectly, any tender offer for, or other acquisition of, stock of any
corporation with a view towards obtaining control of such other
corporation, unless such tender offer or other acquisition is to be made on
a negotiated basis with the approval of the Board of Directors of the
Person to be acquired, and the provisions of Section 5.17 would not be
violated, (ii) directly or indirectly, for the purpose, whether immediate,
incidental or ultimate, of purchasing or carrying any Margin Stock, or
(iii) for any purpose in violation of any applicable law or regulation.


SECTION 5.07.  COMPLIANCE WITH LAWS; PAYMENT OF TAXES.

     The Borrowers, the General Partner and the Guarantors will, and will
cause each member of the Controlled Group to, comply with applicable laws
(including but not limited to ERISA), regulations and similar requirements
of governmental authorities (including but not limited to PBGC), except
where (i) the necessity of such compliance is being contested in good faith
through appropriate proceedings diligently pursued or (ii) any failure does
not have and would not reasonably be expected to cause a Material Adverse
Effect.  The Borrowers, the General Partner and the Guarantors will pay
promptly when due all taxes, assessments, governmental charges, claims for
labor, supplies, rent and other obligations which, if unpaid, might become
a lien against the Property of a Borrower or any Guarantor, except
(i) liabilities being contested in good faith and against which, if
requested by the Administrative Agent, the relevant Borrower will set up
reserves in accordance with GAAP, or (2) the aggregate amount involved is
not in excess of $5,000,000.


SECTION 5.08.  INSURANCE.

     The Borrowers, the General Partner and the Guarantors will maintain
(either in the name of the Parent, the General Partner or in such
Guarantor's own name), with financially sound and reputable insurance
companies, all-risk insurance on all its property in at least such amounts
as are usually obtained in the same general area by companies of
established repute engaged in the same or similar business.


SECTION 5.09.  CHANGE IN FISCAL YEAR.

     Each of the Borrowers and each of the Guarantors agrees that it will
not change its Fiscal Year without the consent of the Required Banks.


SECTION 5.10.  MAINTENANCE OF PROPERTY.

     Each Borrower, the General Partner and each Guarantor shall maintain
in all material respects all of its Properties and assets in good
condition, repair and working order, ordinary wear and tear excepted.




<PAGE>


SECTION 5.11.  ENVIRONMENTAL NOTICES.

     Each Borrower and each Guarantor shall furnish to the Banks and the
Administrative Agent prompt written notice of all Environmental
Liabilities, pending, threatened or anticipated Environmental Proceedings,
Environmental Notices, Environmental Judgments and Orders, and
Environmental Releases at, on, in, under or in any way affecting the
Properties or any adjacent property, and all facts, events, or conditions
that could lead to any of the foregoing, which has had or would reasonably
be expected to cause a Material Adverse Effect.


SECTION 5.12.  ENVIRONMENTAL MATTERS.

     The Borrowers and the Guarantors will not, and will not permit any
Third Party to, use, produce, manufacture, process, treat, recycle,
generate, store, dispose of, manage at, or otherwise handle, or ship or
transport to or from the Properties any Hazardous Materials except for
Hazardous Materials such as cleaning solvents, pesticides and other similar
materials used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed, managed, or otherwise handled in minimal
amounts in the ordinary course of business in compliance with all
applicable Environmental Requirements, except where any failure does not
have and would not reasonably be expected to cause a Material Adverse
Effect.


SECTION 5.13.  ENVIRONMENTAL RELEASE.

     Each Borrower and each Guarantor agrees that upon the occurrence of
an Environmental Release at or on any of the Properties it will act
immediately to investigate the extent of, and to take appropriate remedial
action to eliminate, such Environmental Release, whether or not ordered or
otherwise directed to do so by any Environmental Authority, except where
any Environmental Release does not have and would not reasonably be
expected to cause a Material Adverse Effect.


SECTION 5.14.  TRANSACTIONS WITH AFFILIATES.

     Neither the General Partner, any of the Borrowers nor any of the
Guarantors shall enter into, or be a party to, any transaction with any
Affiliate of such Borrower or such Guarantor (which Affiliate is not the
General Partner, a Borrower or a Guarantor), except as permitted by law and
in the ordinary course of business and pursuant to reasonable terms and are
no less favorable to the General Partner, such Borrower or such Subsidiary
than would be obtained in a comparable arm's length transaction with a
Person which is not an Affiliate.


SECTION 5.15.  RESTRICTED PAYMENTS.

     The Parent's Restricted Payments in any calendar year shall not
exceed 95% of Funds From Operations for such period, unless (i) the Parent
must pay out an amount in excess of 95% of Funds From Operations to permit
the General Partner to preserve its status as a real estate investment
trust under the applicable provision of the Code, or (ii) the Parent
declares one or more capital gains dividends within such calendar year (in
which event the amount of additional Restricted Payments that may be made
as a result of such declaration as provided in this clause (ii) shall not
exceed the greater of (A) the income tax liability of the Parent's partners
with respect thereto and (B) $1,500,000).  In the event that the General
Partner receives an Investment Grade Debt Rating and so long as that rating
(or a better rating) is affirmed during each year, the Parent's Restricted
Payments in any calendar year will be limited to 100% of Funds from
Operations for such calendar year with the same exceptions contained in
clauses (i) and (ii) of this Section 5.15.



<PAGE>


SECTION 5.16.  LOANS OR ADVANCES.

     Neither any of the Borrowers, the General Partner nor any of the
Guarantors shall make loans or advances to any Person except as permitted
by Section 5.17 and except:

           (i)   deposits required by government agencies or public
utilities;

           (ii)  loans or advances from the Parent to a Guarantor or from
a Guarantor to a Parent or another Guarantor;

           (iii) loans and advances made to (A) AMLI Institutional
Advisors, Inc. as part of its initial capital structure in the amount of
$500,000, and (B) AMLI Management Company as part of its initial capital
structure in the amount of $3,000,000;

           (iv)  loans or advances to employees, officers and directors
not exceeding $1,000,000 in the aggregate principal amount outstanding at
any time, in each case made in the ordinary course of business, but
excluding loans and advances described in clause (v);

           (v)   loans and advances to employees, officers and directors
to enable them to buy partnership units in the Parent or stock in the
General Partner which are secured by a pledge of such stock, so long as the
aggregate amount of all such loans does not exceed $10,000,000;

           (vi)  working capital loans and advances to AMLI Residential
Construction, Inc. for use in the ordinary course of business and
consistent with past practices, so long as the aggregate principal amount
outstanding at any time for all such loans and advances is not in excess of
$15,000,000;

           (vii) loans and advances to Co-Investment Partnerships in an
aggregate amount which, together with Investments in Co-Investment
Partnerships, does not exceed 30% of Gross Asset Value; and/or

           (viii) other loans and advances by the Borrowers, the General
Partner and the Guarantors to any Person other than a Co-Investment
Partnership which (x) are evidenced by notes (and, if requested by the
Administrative Agent, acting at the direction of the Required Banks, with
such notes, together with any related mortgage, have been assigned to and
pledged with the Administrative Agent, for the benefit of itself and the
Banks, as security for the payment of all obligations of the Borrowers to
the Administrative Agent and the Banks hereunder) and (y) are in an amount
which, together with Investments permitted by clause (vii) of Section 5.17,
do not exceed 5% of Gross Asset Value as of the end of the most recent
Fiscal Quarter;

PROVIDED that after giving effect to the making of any loans, advances or
deposits permitted by this Section, no Default shall be in existence or be
created thereby.


SECTION 5.17.  INVESTMENTS.

     Investments of the Parent as of the Restatement Closing Date (other
than in Subsidiaries and Co-Investment Partnerships, which are set forth in
Schedule 4.08), are set forth on Schedule 5.17.  Neither any of the
Borrowers, the General Partner nor any of the Guarantors shall make
Investments after the Restatement Closing Date in any Person except as
permitted by Section 5.16 and except Investments in:

           (i)   direct obligations of the United States Government
maturing within one year;


<PAGE>


           (ii)  certificates of deposit issued by a commercial bank whose
credit is satisfactory to the Administrative Agent;

           (iii) commercial paper rated A1 or the equivalent thereof by
S&P or P1 or the equivalent thereof by Moody's and in either case maturing
within 6 months after the date of acquisition;

           (iv)  tender bonds the payment of the principal of and interest
on which is fully supported by a letter of credit issued by a United States
bank whose long-term certificates of deposit are rated at least A or the
equivalent thereof by S&P and A or the equivalent thereof by Moody's;

           (v)   Investments consisting of the acquisition of all or
substantially all of the assets or stock of another Person permitted by
Section 5.05(iii);

           (vi)  Investments in Co-Investment Partnerships permitted by
Section 5.26; and/or

           (vii) other Investments by the Borrowers, the General Partner
and the Guarantors, other than in Co-Investment Partnerships, in an amount
which, together with loans and advances permitted by clause (viii) of
Section 5.16, do not exceed 5% of Gross Asset Value as of the end of the
most recent Fiscal Quarter;

PROVIDED, HOWEVER, immediately after giving effect to the making of any
Investment, no Default shall have occurred and be continuing.


SECTION 5.18.  LIENS ON ELIGIBLE PROPERTY.

     Neither any Borrower nor any Guarantor will create, assume or suffer
to exist any Lien on any Eligible Property now owned or hereafter acquired
by it, except: (i) Liens incidental to the conduct of its business or the
ownership of its assets which (x) do not secure Debt and (y) do not in the
aggregate materially detract from the value of its assets or materially
impair the use thereof in the operation of its business; and (ii) as
permitted by the proviso contained in the definition of Eligible Property.


SECTION 5.19.  RESTRICTIONS ON ABILITY OF GUARANTORS TO PAY DIVIDENDS.

     The Parent shall not permit any Guarantor to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any
contractual encumbrance or restriction on the ability of any such Guarantor
to (i) pay any dividends or make any other distributions on its Capital
Stock or any other interest or (ii) make or repay any loans or advances to
the Borrowers or the parent of such Guarantor.


SECTION 5.20.  RATIO OF TOTAL CONSOLIDATED LIABILITIES TO
     UNDEPRECIATED BOOK ASSET VALUE.

     The ratio of Total Consolidated Liabilities to Undepreciated Book
Asset Value shall at all times be equal to or less than 0.60 to 1.0.


SECTION 5.21.  RATIO OF TOTAL SECURED DEBT TO GROSS ASSET VALUE.

     The ratio of Total Secured Debt to Gross Asset Value shall at all
times be equal to or less than 0.45 to 1.0.




<PAGE>


SECTION 5.22.  RATIO OF EBITDA TO CONSOLIDATED INTEREST EXPENSE.

     The ratio of EBITDA to Consolidated Interest Expense for the Fiscal
Quarter just ended will not be less than 2.0 to 1.0, calculated at the end
of each Fiscal Quarter.


SECTION 5.23.  RATIO OF UNENCUMBERED ASSETS TO UNSECURED FUNDED DEBT.

     The ratio of Unencumbered Assets to Unsecured Funded Debt shall at
all times be equal to or greater than 1.75 to 1.00.


SECTION 5.24.  RATIO OF UNSECURED NET OPERATING INCOME TO
     UNSECURED INTEREST EXPENSE.

     The ratio of Unsecured Net Operating Income to Unsecured Interest
Expense shall at all times be equal to or greater than 2.0 to 1.0.


SECTION 5.25.  RATIO OF EBITDA TO CONSOLIDATED FIXED CHARGES.

     The ratio of EBITDA to Consolidated Fixed Charges for the Fiscal
Quarter just ended and the 3 immediately preceding Fiscal Quarters will not
be less than 1.75 to 1.0, calculated at the end of each Fiscal Quarter.


SECTION 5.26.  CO-INVESTMENT PARTNERSHIPS DEPRECIATED BOOK VALUE.

     The amount of the depreciated book value set forth on the line item
designated as "Investments in Partnerships" on the Parent's consolidated
balance sheet, together with the aggregate amount of loans and advances to
Co-Investment Partnerships permitted by clause (vii) of Section 5.16, shall
not at any time exceed 30% of Gross Asset Value.


SECTION 5.27.  STATUS AS A REIT.

     The General Partner shall at all times maintain its status as a real
estate investment trust under the Code and remain sole general partner of
the Parent. Neither the Parent nor the General Partner will agree to amend
or otherwise modify the provisions of Section 3.2 of the limited
partnership agreement of the Parent, as in effect on the date of this
Agreement, without the prior written consent of the Required Banks (which
consent the Banks hereby agree not to unreasonably withhold or delay).


SECTION 5.28.  NEW SUBSIDIARIES TO BECOME GUARANTORS.

     Any Subsidiary acquired or created after June 27, 1997, (other than
Co-Investment Partnerships), must become a Guarantor promptly upon its
acquisition or creation, in each case by (x) executing and delivering to
the Administrative Agent a counterpart of the Guaranty and a counterpart of
the Contribution Agreement or a joinder agreement with respect thereto,
thereby becoming a party to each of them, (y) delivering to the
Administrative Agent an opinion of counsel to such Subsidiary, in
substantially the form and substance of EXHIBIT B, but limited to such
Subsidiary and the Guaranty and Contribution Agreement, and excluding
paragraph 2 thereof, and (z) delivering to the Administrative Agent
documents pertaining to the Subsidiary reasonably requested by the
Administrative Agent of the types described in paragraph (f) of
Section 3.01, but relating to the Guaranty and the Contribution Agreement.




<PAGE>


SECTION 5.29.  SERVICE COMPANY DISTRIBUTIONS.

     The Parent agrees that (i) it shall not amend or otherwise modify any
corporate charter of or similar agreement relating to any Service Company
which would decrease the amount of preferred stock dividends or yield with
respect thereto which would be received by the Parent, and (ii) shall hold
at all times an Economic Percentage in each Service Company equal to at
least 75%.


SECTION 5.30.  ADDITIONAL DEBT.

     Neither any Borrower, the General Partner nor any Guarantor will
create, incur, assume or suffer to exist any Debt except (i) Debt in
existence on June 27, 1997; (ii) Debt of any Guarantor to a Borrower,
(iii) publicly held debt having a maturity later than the Termination Date,
and (iv) other Debt which is privately held and which does not constitute
revolving credit.



                              ARTICLE VI

                               DEFAULTS


SECTION 6.01.  EVENTS OF DEFAULT.

     If one or more of the following events ("EVENTS OF DEFAULT") shall
have occurred and be continuing:

     (a)   any Borrower shall fail to pay when due any principal of any
Loan or shall fail to pay any interest on any Loan within 5 Domestic
Business Days after such interest shall become due, or shall fail to pay
any fee or other amount payable hereunder within 5 Domestic Business Days
after such fee or other amount becomes due; or

     (b)   any Borrower or the General Partner shall fail to observe or
perform any covenant contained in Sections 5.01(d), 5.01(h), 5.02(ii), 5.03
through 5.06, inclusive, Sections 5.16 through 5.28, inclusive, or

     (c)   any Borrower, the General Partner or any Guarantor shall fail
to observe or perform any covenant or agreement contained or incorporated
by reference in this Agreement (other than those covered by paragraph
(a) or (b) above) or the Guaranty and such failure shall not have been
cured within 30 days after the earlier to occur of (i) written notice
thereof has been given to the Parent, the relevant Borrower, the General
Partner or such Guarantor by the Administrative Agent at the request of any
Bank or (ii) the Parent, the relevant Borrower, the General Partner or such
Guarantor otherwise becomes aware of any such failure; or

     (d)   any representation, warranty, certification or statement made
by any of the Borrowers, the General Partner or any Guarantor in Article IV
of this Agreement or the Guaranty or in any certificate, financial
statement or other document delivered pursuant to this Agreement or the
Guaranty shall prove to have been incorrect or misleading in any material
respect when made (or deemed made); or

     (e)   any Borrower, the General Partner or any Guarantor shall fail
to make any payment in respect of Debt in an aggregate principal amount
outstanding in excess of $10,000,000 (other than the Notes), or under any
Hedging Agreement with a termination value in excess of $10,000,000
(computed in accordance with a method approved by the International Swap
Dealers Association and agreed to by such Person in the applicable Hedging
Agreement) when due or within any applicable grace period; PROVIDED,
HOWEVER, that there shall be excluded from the foregoing any Non-Recourse
Mortgage Debt which, on a cumulative basis since June 27, 1997, does not
exceed $25,000,000 in aggregate principal amount; or


<PAGE>


     (f)   any event or condition shall occur which results in the
acceleration of the maturity of Debt (other than the voluntary termination
of a credit facility, by a Borrower or the creditor thereunder, while no
uncured "default" or "event of default" (as defined therein) has occurred
and then exists) in an aggregate principal amount outstanding in excess of
$10,000,000 of any Borrower, the General Partner or any Guarantor
(including, without limitation, any required mandatory prepayment or "put"
of such Debt to any Borrower, the General Partner or any Guarantor) or
enables (or, with the giving of notice or lapse of time or both, would
enable) the holders of such Debt or commitment or any Person acting on such
holders' behalf to accelerate the maturity thereof or terminate any such
commitment (including, without limitation, any required mandatory
prepayment or "put" of such Debt to any Borrower, the General Partner or
any Guarantor); PROVIDED, HOWEVER, that there shall be excluded from the
foregoing any Non-Recourse Mortgage Debt which does not exceed $25,000,000
in aggregate principal amount; or

     (g)   any Borrower, the General Partner or any Guarantor 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, 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 admit in writing its inability or failure generally, to
pay its debts as they become due, or shall take any action to authorize any
of the foregoing; or

     (h)   an involuntary case or other proceeding shall be commenced
against the Borrower, the General Partner or any Guarantor 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 60 days; or an order for relief
shall be entered against any Borrower, the General Partner or any Guarantor
under the federal bankruptcy laws as now or hereafter in effect; or

     (i)   any Borrower, the General Partner, any Guarantor or any member
of the Controlled Group shall fail to pay when due any material amount
which it shall have become liable to pay to the PBGC or to a Plan under
Title IV of ERISA; or notice of intent to terminate a Plan or Plans shall
be filed under Title IV of ERISA by any Borrower, the General Partner, any
Guarantor or any member of the Controlled Group, any plan administrator or
any combination of the foregoing; or the PBGC shall institute proceedings
under Subsection (c) of Section 4041 of ERISA to terminate or to cause a
trustee to be appointed to administer any such Plan or Plans or a
proceeding shall be instituted by a fiduciary of any such Plan or Plans to
enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not
have been dismissed within 30 days thereafter; or a condition shall exist
by reason of which the PBGC would be entitled to obtain a decree
adjudicating that any such Plan or Plans must be terminated; or

     (j)   one or more judgments or orders for the payment of money in an
aggregate amount in excess of $10,000,000 shall be rendered against any
Borrower, the General Partner or any Guarantor and such judgment or order
shall continue unsatisfied and unstayed for a period of 30 days; or

     (k)   a federal tax lien shall be filed against any Borrower, the
General Partner or any Guarantor under Section 6323 of the Code or a lien
of the PBGC shall be filed against any Borrower, the General Partner or any
Guarantor under Section 4068 of ERISA and in either case such lien shall
remain undischarged for a period of 25 days after the date of filing; or



<PAGE>


     (l)   the occurrence of any event, act, occurrence, or condition
which the Required Banks determine either does or has a reasonable
probability of causing a Material Adverse Effect.

then, and in every such event, (i) the Administrative Agent shall, if
requested by the Required Banks, by notice to the Borrowers terminate the
Commitments and the obligation to make Swing Loans and they shall thereupon
terminate, (ii) any Bank may terminate its obligation to fund a Money
Market Loan in connection with any relevant Money Market Quote, and
(iii) the Administrative Agent shall, if requested by the Required Banks,
by notice to the Borrowers declare the Notes (together with accrued
interest thereon), and all other amounts payable hereunder and under the
other Loan Documents, to be, and the Notes (together with accrued interest
thereon), and all other amounts payable hereunder and under the other Loan
Documents shall thereupon become, immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers together with interest at the Default Rate
accruing on the principal amount thereof from and after the date of such
Event of Default; PROVIDED that if any Event of Default specified in
paragraph (g) or (h) above occurs with respect to a Borrower, without any
notice to such Borrower or the Parent or any other act by the
Administrative Agent or the Banks, the Commitments and the obligations to
make Swing Loans shall thereupon terminate and the Notes (together with
accrued interest thereon) and all other amounts payable hereunder and under
the other Loan Documents shall automatically and without notice become
immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by the Borrowers
together with interest thereon at the Default Rate accruing on the
principal amount thereof from and after the date of such Event of Default.
Notwithstanding the foregoing, the Administrative Agent shall have
available to it all other remedies at law or equity, and shall exercise any
one or all of them at the request of the Required Banks.


SECTION 6.02.  NOTICE OF DEFAULT.

     The Administrative Agent shall give notice to the Borrowers of any
Default under Section 6.01(c) promptly upon being requested to do so by any
Bank and shall thereupon notify all the Banks thereof.



                              ARTICLE VII

                       THE ADMINISTRATIVE AGENT


SECTION 7.01.  APPOINTMENT; POWERS AND IMMUNITIES.

     Each Bank hereby irrevocably appoints and authorizes the
Administrative Agent to act as its administrative agent hereunder and under
the other Loan Documents with such powers as are specifically delegated to
the Administrative Agent by the terms hereof and thereof, together with
such other powers as are reasonably incidental thereto.  The Administrative
Agent: (a) shall have no duties or responsibilities except as expressly set
forth in this Agreement and the other Loan Documents, and shall not by
reason of this Agreement or any other Loan Document be a trustee for any
Bank; (b) shall not be responsible to the Banks for any recitals,
statements, representations or warranties contained in this Agreement or
any other Loan Document, or in any certificate or other document referred
to or provided for in, or received by any Bank under, this Agreement or any
other Loan Document, or for the validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document
or any other document referred to or provided for herein or therein or for
any failure by any Borrower to perform any of its obligations hereunder or
thereunder; (c) shall not be required to initiate or conduct any litigation


<PAGE>


or collection proceedings hereunder or under any other Loan Document except
to the extent requested by the Required Banks, and then only on terms and
conditions satisfactory to the Administrative Agent, and (d) shall not be
responsible for any action taken or omitted to be taken by it hereunder or
under any other Loan Document or any other document or instrument referred
to or provided for herein or therein or in connection herewith or
therewith, except for its own gross negligence or willful misconduct.  The
Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents  or
attorneys-in-fact selected by it with reasonable care.  The provisions of
this Article VII are solely for the benefit of the Administrative Agent and
the Banks, and no Borrower shall have any rights as a third party
beneficiary of any of the provisions hereof.  In performing its functions
and duties under this Agreement and under the other Loan Documents, the
Administrative Agent shall act solely as agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for any Borrower.  The duties of
the Administrative Agent shall be ministerial and administrative in nature,
and the Administrative Agent shall not have by reason of this Agreement or
any other Loan Document a fiduciary relationship in respect of any Bank.


SECTION 7.02.  RELIANCE BY ADMINISTRATIVE AGENT.

     The Administrative Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by
telephone, telecopier, telegram or cable) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper
Person or Persons, and upon advice and statements of legal counsel,
independent accountants or other experts selected by the Administrative
Agent.  As to any matters not expressly provided for by this Agreement or
any other Loan Document, the Administrative Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and
thereunder in accordance with instructions signed by the Required Banks,
and such instructions of the Required Banks in any action taken or failure
to act pursuant thereto shall be binding on all of the Banks.


SECTION 7.03.  DEFAULTS.

     The Administrative Agent shall not be deemed to have knowledge of the
occurrence of a Default or an Event of Default (other than the nonpayment
of principal of or interest on the Loans) unless the Administrative Agent
has received notice from a Bank or any Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of Default".  In
the event that the Administrative Agent receives such a notice of the
occurrence of a Default or an Event of Default, the Administrative Agent
shall give prompt notice thereof to the Banks.  The Administrative Agent
shall give each Bank prompt notice of each nonpayment of principal of or
interest on the Loans whether or not it has received any notice of the
occurrence of such nonpayment.  The Administrative Agent shall (subject to
Section 9.06) take such action hereunder with respect to such Default or
Event of Default as shall be directed by the Required Banks, PROVIDED that,
unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to
such Default or Event of Default as it shall deem advisable in the best
interests of the Banks.




<PAGE>


SECTION 7.04.  RIGHTS OF ADMINISTRATIVE AGENT AND ITS AFFILIATES AS A BANK.

     With respect to the Loans made by the Administrative Agent and any
Affiliate of the Administrative Agent, Wachovia in its capacity as a Bank
hereunder and any Affiliate of the Administrative Agent or such Affiliate
in its capacity as a Bank hereunder shall have the same rights and powers
hereunder as any other Bank and may exercise the same as though Wachovia
were not acting as the Administrative Agent, and the term "Bank" or "Banks"
shall, unless the context otherwise indicates, include Wachovia in its
individual capacity and any Affiliate of the Administrative Agent in its
individual capacity.  The Administrative Agent and any Affiliate of the
Administrative Agent may (without having to account therefor to any
Bank) accept deposits from, lend money to and generally engage in any kind
of banking, trust or other business with the General Partner or any
Borrower (and any of the Borrowers' Affiliates) as if Wachovia were not
acting as the Administrative Agent, and the Administrative Agent and any
Affiliate of the Administrative Agent may accept fees and other
consideration from the Borrowers (in addition to any agency fees and
arrangement fees heretofore agreed to between the Borrowers and the
Administrative Agent) for services in connection with this Agreement or any
other Loan Document or otherwise without having to account for the same to
the Banks.


SECTION 7.05.  INDEMNIFICATION.

     Each Bank severally agrees to indemnify the Administrative Agent and
the Syndication Agent, to the extent the Administrative Agent, the
Syndication Agent and the Documentation Agent, shall not have been
reimbursed by the Borrowers, ratably in accordance with its Commitment, for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including, without limitation, counsel
fees and disbursements) or disbursements of any kind and nature whatsoever
which may be imposed on, incurred by or asserted against the Administrative
Agent, the Syndication Agent or the Documentation Agent in any way relating
to or arising out of this Agreement or any other Loan Document or any other
documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (excluding, unless an Event of
Default has occurred and is continuing, the normal administrative costs and
expenses incident to the performance of its agency duties hereunder) or the
enforcement of any of the terms hereof or thereof or any such other
documents; PROVIDED that no Bank shall be liable for any of the foregoing
to the extent they arise from the gross negligence or willful misconduct of
the Administrative Agent, the Syndication Agent or the Documentation Agent;
and provided further that no Designated Bank shall be liable for any
payment under this Section 7.05 so long as, and to the extent that, its
Designating Bank makes such payments.  If any indemnity furnished to the
Administrative Agent, the Syndication Agent or the Documentation Agent for
any purpose shall, in the opinion of the Administrative Agent, the
Syndication Agent or the Documentation Agent, be insufficient or become
impaired, the Administrative Agent, the Syndication Agent or the
Documentation Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional
indemnity is furnished.


SECTION 7.06.  CONSEQUENTIAL DAMAGES.

     NEITHER THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE
DOCUMENTATION AGENT NOR ANY BANK SHALL BE RESPONSIBLE OR LIABLE TO ANY
BANK, ANY BORROWER OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.




<PAGE>


SECTION 7.07.  PAYEE OF NOTE TREATED AS OWNER.

     The Administrative Agent may deem and treat the payee of any Note as
the owner thereof for all purposes hereof unless and until a written notice
of the assignment or transfer thereof shall have been filed with the
Administrative Agent and the provisions of Section 9.08(c) have been
satisfied.  Any requests, authority or consent of any Person who at the
time of making such request or giving such authority or consent is the
holder of any Note shall be  conclusive and binding on any subsequent
holder, transferee or assignee of that Note or of any Note or Notes issued
in exchange therefor or replacement thereof.


SECTION 7.08.  NONRELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS.

     Each Bank agrees that it has, independently and without reliance on
the Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of
each Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or any
other Bank, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this Agreement or any of the other Loan
Documents.  The Administrative Agent shall not be required to keep itself
(or any Bank) informed as to the performance or observance by the Borrowers
of this Agreement or any of the other Loan Documents or any other document
referred to or provided for herein or therein or to inspect the properties
or books of the Borrowers or any other Person.  Except for notices, reports
and other documents and information expressly required to be furnished to
the Banks by the Administrative Agent hereunder or under the other Loan
Documents, the Administrative Agent shall not have any duty or
responsibility to provide any Bank with any credit or other information
concerning the affairs, financial condition or business of the Borrowers or
any other Person (or any of their Affiliates) which may come into the
possession of the Administrative Agent.


SECTION 7.09.  FAILURE TO ACT.

     Except for action expressly required of the Administrative Agent
hereunder or under the other Loan Documents, the Administrative Agent shall
in all cases be fully justified in failing or refusing to act hereunder and
thereunder unless it shall receive further assurances to its satisfaction
by the Banks of their indemnification obligations under Section 7.05
against any and all liability and expense which may be incurred by the
Administrative Agent by reason of taking, continuing to take, or failing to
take any such action.


SECTION 7.10.  RESIGNATION OR REMOVAL OF ADMINISTRATIVE AGENT.

     Subject to the appointment and acceptance of a successor
Administrative Agent as provided below, the Administrative Agent may resign
at any time by giving notice thereof to the Banks and the Parent and the
Administrative Agent may be removed at any time with or without cause by
the Required Banks.  Upon any such resignation or removal, the Required
Banks shall have the right to appoint a successor Administrative Agent,
subject to the consent of the Parent (which shall not be unreasonably
withheld or delayed), except that no such consent shall be required during
the continuance of a Default. If no successor Administrative Agent shall
have been so appointed by the Required Banks and shall have accepted such
appointment within 30 days after the retiring Administrative Agent's notice
of resignation or the Required Banks' removal of the retiring Administra-
tive Agent, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor  Administrative Agent, subject to the consent of


<PAGE>


the Parent (which shall not be unreasonably withheld or delayed), except
during the continuance of a Default.  Any successor Administrative Agent
shall be a bank which has a combined capital and surplus of at least
$500,000,000.  Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all
the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder.  After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the
provisions of this Article VII shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was
acting as the Administrative Agent hereunder.


SECTION 7.11.  SYNDICATION AGENT AND DOCUMENTATION AGENT.

     The Syndication Agent and the Documentation Agent, in their
respective capacities as such, shall have no duties or responsibilities
under this Agreement or any of the other Loan Documents.



                             ARTICLE VIII

                 CHANGE IN CIRCUMSTANCES; COMPENSATION


SECTION 8.01.  BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR UNFAIR.

     If on or prior to the first day of any Interest Period:

     (a)   the Administrative Agent determines that deposits in Dollars
(in the applicable amounts) are not being offered in the relevant market
for such Interest Period, or

     (b)   the Required Banks advise the Administrative Agent that the
London Interbank Offered Rate as determined by the Administrative Agent
will not adequately and fairly reflect the cost to such Banks of funding
the Euro-Dollar Loans for such Interest Period, the Administrative Agent
shall forthwith give notice thereof to the Borrowers and the Banks,
whereupon until the Administrative Agent notifies the Borrowers that the
circumstances giving rise to such suspension no longer exist, the
obligations of the Banks to make Euro-Dollar Loans specified in such notice
shall be suspended.  Unless a Borrower notifies the Administrative Agent at
least 2 Domestic Business Days before the date of any Borrowing of such
Euro-Dollar Loans for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, such Borrowing shall instead be
made as a Base Rate Borrowing.


SECTION 8.02.  ILLEGALITY.

     If, after the date hereof, the adoption of any applicable law, rule
or regulation, or any change therein or any existing or future 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 (any such agency being
referred to as an "Authority" and any such event being referred to as a
"Change  of Law"), or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of law) of any
Authority shall make it unlawful or impossible for any Bank (or its Lending
Office) to make, maintain or fund its Euro-Dollar Loans and such Bank shall
so notify the Administrative Agent, the Administrative Agent shall
forthwith give notice thereof to the other Banks and the Borrowers,
whereupon until such Bank notifies the Borrowers and the Administrative


<PAGE>


Agent that the circumstances giving rise to such suspension no longer
exist, the obligation of such Bank to make Euro-Dollar Loans shall be
suspended.  Before giving any notice to the Administrative Agent pursuant
to this Section, such Bank shall designate a different 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 such Bank.
If such Bank shall determine that it may not lawfully continue to maintain
and fund any of its outstanding Euro-Dollar Loans to maturity and shall so
specify in such notice, the Borrowers shall immediately prepay in full the
then outstanding principal amount of each Euro-Dollar Loan of such Bank,
together with accrued interest thereon and any amount due such Bank
pursuant to Section 8.05(a).  Concurrently with prepaying each such Euro-
Dollar Loan, the Borrowers shall borrow a Base Rate Loan 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 8.03.  INCREASED COST AND REDUCED RETURN.

     (a)   If after the date hereof, a Change of Law or compliance by any
Bank (or its Lending Office) with any request or directive (whether or not
having the force of law) of any Authority:

           (i)   shall impose, modify or deem applicable any reserve,
special deposit or similar requirement (including, without limitation, any
such requirement imposed by the Board of Governors of the Federal Reserve
System, but excluding with respect to any Euro-Dollar Loan any such
requirement included in an applicable Euro-Dollar Reserve
Percentage) against assets of, deposits with or for the account of, or
credit extended by, any Bank (or its Lending Office); or

           (ii)  shall impose on any Bank (or its 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
Notes 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 Lending Office) of making or maintaining any Loan, or to reduce the
amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Notes 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 Administrative Agent), the
Borrowers 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 determined that after the date hereof
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof, or compliance by any Bank (or its Lending
Office) with any request or directive regarding capital adequacy (whether
or not having the force of law) of any Authority, has or would have the
effect of reducing the rate of return on such Bank's capital as a
consequence of its obligations hereunder to a level below that which such
Bank could have achieved but for such adoption, change or compliance
(taking into consideration such Bank's policies with respect to capital
adequacy) by an amount deemed by such Bank to be material, then from time
to time, within 15 days after demand by such Bank, the Borrowers shall pay
to such Bank such additional amount or amounts as will compensate such Bank
for such reduction.



<PAGE>


     (c)   Each Bank will promptly notify the Borrowers and the
Administrative Agent 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 Lending Office if
such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the 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.

     (d)   he provisions of this Section 8.03 shall be applicable with
respect to any Participant, Assignee or other Transferee, and any
calculations required by such provisions shall be made based upon the
circumstances of such Participant, Assignee or other Transferee.

     (e)   No Bank, Assignee or other Transferee will charge any Borrower
for increased costs or reduced returns pursuant to Sections 8.03(a) or
(b) at a higher rate than such Bank, Assignee or other Transferee charges
its other similarly situated borrowers or customers.


SECTION 8.04.  BASE RATE LOANS SUBSTITUTED FOR EURO- DOLLAR LOANS.

     If (i) the obligation of any Bank to make or maintain any Euro-Dollar
Loans has been suspended pursuant to Section 8.02 or (ii) any Bank has
demanded compensation under Section 8.03, and the Borrowers shall, by at
least 5 Euro-Dollar Business Days' prior notice to such Bank through the
Administrative Agent, have elected that the provisions of this
Section shall apply to such Bank, then, unless and until such Bank notifies
the Borrowers that the circumstances giving rise to such suspension or
demand for compensation no longer apply:

     (a)   all Loans which would otherwise be made by such Bank as Euro-
Dollar Loans shall be made instead as Base Rate Loans (in all cases
interest and principal on such Loans shall be payable contemporaneously
with the related Euro-Dollar Loans of the other Banks), and

     (b)   after each of its Euro-Dollar Loans has been repaid, all
payments of principal which would otherwise be applied to repay such Euro-
Dollar Loans shall be applied to repay its Base Rate Loans instead.


SECTION 8.05.  COMPENSATION.

     Upon the request of any Bank, delivered to the Borrowers and the
Administrative Agent, the Borrowers shall pay to such Bank such amount or
amounts as shall compensate such Bank for any loss, cost or expense
incurred by such Bank as a result of:

     (a)   any payment or prepayment (pursuant to Section 2.10, 2.11,
6.01, 8.02 or otherwise) of a Fixed Rate Loan on a date other than the last
day of an Interest Period for such Loan; or

     (b)   any failure by a Borrower to prepay a Fixed Rate Loan on the
date for such prepayment specified in the relevant notice of prepayment
hereunder; or

     (c)   any failure by a Borrower to borrow a Fixed Rate Loan on the
date for the Fixed Rate Borrowing of which such Fixed Rate Loan is a part
specified in the applicable Notice of Borrowing delivered pursuant to
Section 2.02 or notification of acceptance of Money Market Quotes pursuant
to Section 2.03(e);




<PAGE>


such compensation to include, without limitation, an amount equal to the
excess, if any, of (x) the amount of interest which would have accrued on
the amount so paid or prepaid or not prepaid or borrowed for the period
from the date of such payment, prepayment or failure to prepay or borrow to
the last day of the then current Interest Period for such Fixed Rate Loan
(or, in the case of a failure to prepay or borrow, the Interest Period for
such Fixed Rate Loan which would have commenced on the date of such failure
to prepay or borrow) at the applicable rate of interest for such Fixed Rate
Loan provided for herein over (y) the amount of interest (as reasonably
determined by such Bank) such Bank would have paid on deposits in Dollars
of comparable amounts having terms comparable to such period placed with it
by leading banks in the London interbank market (if such Fixed Rate Loan is
a Euro-Dollar Loan).



                              ARTICLE IX

                             MISCELLANEOUS


SECTION 9.01.  NOTICES.

     All notices, requests and other communications to any party hereunder
shall be in writing (including telecopier or similar writing, except as
hereafter expressly provided) and shall be given to such party at its
address or telecopier number set forth on the signature pages hereof or
such other address or telecopier number as such party may hereafter specify
for the purpose by notice to each other party.  Each such notice, request
or other communication shall be effective (i) if given by telecopier, when
such telecopy is transmitted to the telecopier number specified in this
Section and the confirmation 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 or (iii) if given by any other means, when
delivered at the address specified in this Section; PROVIDED that notices
to the Administrative Agent under Article II or Article VIII shall not be
effective until received.  Notwithstanding the foregoing, notices pursuant
to Section 6.01 and service of process pursuant to Section 9.16(d) shall
not be given by telecopier.


SECTION 9.02.  NO WAIVERS.

     No failure or delay by the Administrative Agent or any Bank in
exercising any right, power or privilege hereunder or under any Note or
other Loan Document 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 9.03.  EXPENSES; DOCUMENTARY TAXES.

     The Borrowers shall pay (i) all out-of-pocket expenses of the
Administrative Agent, including fees and disbursements of special counsel
for the Administrative Agent, in connection with the preparation of this
Agreement and the other Loan Documents, any waiver or consent hereunder or
thereunder or any amendment hereof or thereof or any Default or alleged
Default hereunder or thereunder and (ii) if a Default occurs, all out-of-
pocket expenses incurred by the Administrative Agent and the Banks,
including fees and disbursements of counsel, in connection with such
Default and collection and  other enforcement proceedings resulting
therefrom, including out-of-pocket expenses incurred in enforcing this
Agreement and the other Loan Documents.  The Borrowers shall indemnify the
Administrative Agent and each Bank against any transfer taxes, documentary
taxes, assessments or charges made by any Authority by reason of the
execution and delivery of this Agreement or the other Loan Documents.


<PAGE>


SECTION 9.04.  INDEMNIFICATION.

     The Borrowers shall indemnify the Administrative Agent, the
Syndication Agent,  the Documentation Agent, the Banks and each Affiliate
thereof and their respective directors, officers, employees and agents
from, and hold each of them harmless against, any and all losses,
liabilities, claims or damages to which any of them may become subject,
insofar as such losses, liabilities, claims or damages arise out of or
result from any actual or proposed use by the Borrowers of the proceeds of
any extension of credit by any Bank hereunder or breach by any Borrower of
this Agreement or any other Loan Document or from any investigation,
litigation (including, without limitation, any actions taken by the
Administrative Agent or any of the Banks to enforce this Agreement or any
of the other Loan Documents) or other proceeding (including, without
limitation, any threatened investigation or proceeding) relating to the
foregoing, and the Borrowers shall reimburse the Administrative Agent, the
Syndication Agent, the Documentation Agent and each Bank, and each
Affiliate thereof and their respective directors, officers, employees and
agents, upon demand for any expenses (including, without limitation, legal
fees) incurred in connection with any such investigation or proceeding; but
excluding any such losses, liabilities, claims, damages or expenses
incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified.


SECTION 9.05.  SETOFF; SHARING OF SETOFFS.

     (a)   Each Borrower hereby grants to the Administrative Agent and
each Bank (and Wachovia, as to the Swing Loans) a lien for all indebtedness
and obligations owing to them from the Borrowers upon all deposits or
deposit accounts, of any kind, or any interest in any deposits or deposit
accounts thereof, now or hereafter pledged, mortgaged, transferred or
assigned to the Administrative Agent or any such Bank or otherwise in the
possession or control of the Administrative Agent or any such Bank for any
purpose for the account or benefit of the Borrowers and including any
balance of any deposit account or of any credit of the Borrowers with the
Administrative Agent or any such Bank, whether now existing or hereafter
established hereby authorizing the Administrative Agent and each Bank at
any time or times with or without prior notice to apply such balances or
any part thereof to such of the indebtedness and obligations owing by the
Borrowers to the Banks and/or the Administrative Agent then past due and in
such amounts as they may elect, and whether or not the collateral, if any,
or the responsibility of other Persons primarily, secondarily or otherwise
liable may be deemed adequate.  For the purposes of this paragraph, all
remittances and property shall be deemed to be in the possession of the
Administrative Agent or any such Bank as soon as the same may be put in
transit to it by mail or carrier or by other bailee.

     (b)   Each Bank agrees that if it shall, by exercising any right of
setoff or counterclaim or resort to collateral security or otherwise,
receive payment of a proportion of the aggregate amount of principal and
interest owing with respect to the Note held by it which is greater than
the proportion received by any other Bank in respect of the aggregate
amount of all principal and interest owing with respect to the Note held by
such other Bank, the Bank receiving such proportionately greater payment
shall purchase such participations in the Notes held by the other Banks
owing to such 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 owing to such other Banks shall be
shared by the Banks pro rata; PROVIDED that (i) nothing in this
Section shall impair the right of any Bank to exercise any right of setoff
or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrowers other than its
indebtedness under the Notes, and (ii) if all or  any portion of such
payment received by the purchasing Bank is thereafter recovered from such
purchasing Bank, such purchase from each other Bank shall be rescinded and


<PAGE>


such other Bank shall repay to the purchasing Bank the purchase price of
such participation to the extent of such recovery together with an amount
equal to such other Bank's ratable share (according to the proportion of
(x) the amount of such other Bank's required repayment to (y) the total
amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total
amount so recovered.  Each 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 setoff or counterclaim and other rights with respect
to such participation as fully as if such holder of a participation were a
direct creditor of each Borrower in the amount of such participation.


SECTION 9.06.  AMENDMENTS AND WAIVERS.

     (a)   Any provision of this Agreement, the Notes or any other Loan
Documents may be amended or waived if, but only if, such amendment or
waiver is in writing and is signed by the Borrowers and the Required Banks
(and, if the rights or duties of the Administrative Agent are affected
thereby, by the Administrative Agent); provided that, no such amendment or
waiver shall, unless signed by all Banks, (i) change the Commitment of any
Bank or subject any Bank to any additional obligation, (ii) change the
principal of or rate of interest on any Loan or any fees (other than fees
payable to the Administrative Agent) hereunder, (iii) change the date fixed
for any payment of principal of or interest on any Loan or any fees
hereunder, (iv) change the amount of principal, interest or fees due on any
date fixed for the payment thereof, (v) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or
the percentage 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, (vi) change the manner of application of any payments made under
this Agreement or the Notes, (vii) release or substitute all or any
substantial part of the collateral (if any) held as security for the Loans,
or (viii) release any Guarantee given to support payment of the Loans, or
(ix) change the definition of "Borrowing Base", or (x) change any provision
of Section 9.06(a).

     (b)   The Borrowers will not solicit, request or negotiate for or
with respect to any proposed waiver or amendment of any of the provisions
of this Agreement except through the Administrative Agent, unless each Bank
shall be informed thereof by the Borrowers and shall be afforded an
opportunity of considering the same and shall be supplied by the Borrowers
with sufficient information to enable it to make an informed decision with
respect thereto.  Executed or true and correct copies of any waiver or
consent effected pursuant to the provisions of this Agreement shall be
delivered by the Borrowers to each Bank forthwith following the date on
which the same shall have been executed and delivered by the requisite
percentage of Banks.  The Borrowers will not, directly or indirectly, pay
or cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, to any Bank (in its capacity as
such) as consideration for or as an inducement to the entering into by such
Bank of any waiver or amendment of any of the terms and provisions of this
Agreement unless such remuneration is concurrently paid, on the same terms,
ratably to all such Banks.

     (c)   The Designated Bank hereby appoints Designating Bank as
Designated Bank's agent and attorney in fact and grants to the Designating
Bank an irrevocable power of attorney, coupled with an interest, to receive
payments made for the benefit of the Designated Bank under this Agreement,
to deliver and receive all communications and notices under this Agreement
and other Loan Documents and to exercise on the Designated Bank's behalf
all rights to vote and to grant and make approvals, waivers, consent of
amendments to or under this Agreement or other Loan Documents.  Any
document executed by such agent on the Designated Bank's behalf in
connection with this Agreement or other Loan Documents shall be binding on
the Designated Bank.  Each of the Borrowers, the Administrative Agent and
each of the Banks may rely on and are beneficiaries of the preceding
provisions.


<PAGE>


SECTION 9.07.  NO MARGIN STOCK COLLATERAL.

     Each of the Banks represents to the Administrative Agent and each of
the other Banks that it in good faith is not, directly or indirectly (by
negative pledge or otherwise), relying upon any Margin Stock as collateral
in the extension or maintenance of the credit provided for in this
Agreement.


SECTION 9.08.  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; PROVIDED that none of the Borrowers may assign or otherwise
transfer any of its rights under this Agreement.

     (b)   Any Bank may at any time sell to one or more Persons (each a
"Participant") participating interests in any Loan owing to such Bank, any
Note held by such Bank, any Commitment hereunder or any other interest of
such Bank hereunder.  In the event of any such sale by a Bank of a
participating interest to a Participant, such Bank's obligations under this
Agreement shall remain unchanged, such Bank shall remain solely responsible
for the performance thereof, such Bank shall remain the holder of any such
Note for all purposes under this Agreement, and the Borrowers and the
Administrative Agent shall continue to deal solely and directly with such
Bank in connection with such Bank's rights and obligations under this
Agreement.  In no event shall a Bank that sells a participation be
obligated to the Participant to take or refrain from taking any action
hereunder except that such Bank may agree that it will not (except as
provided below), without  the consent of the Participant, agree to (i) the
change of any date fixed for the payment of principal of or interest on the
related loan or loans, (ii) the change of the amount of any principal,
interest or fees due on any date fixed for the payment thereof with respect
to the related loan or loans, (iii) the change of the principal of the
related loan or loans, (iv) any change in the rate at which either interest
is payable thereon or (if the Participant is entitled to any part
thereof) fee is payable hereunder from the rate at which the Participant is
entitled to receive interest or fee (as the case may be) in respect of such
participation, (v) the release or substitution of all or any substantial
part of the collateral (if any) held as security for the Loans, or (vi) the
release of any Guarantee given to support payment of the Loans.  Each Bank
selling a participating interest in any Loan, Note, Commitment or other
interest under this Agreement, other than a Money Market Loan or Money
Market Note or participating interest therein, shall, within 10 Domestic
Business Days of such sale, provide the relevant Borrower and the
Administrative Agent with written notification stating that such sale has
occurred and identifying the Participant and the interest purchased by such
Participant.  The Borrowers agree that each Participant shall be entitled
to the benefits of Article VIII with respect to its participation in Loans
outstanding from time to time.

     (c)   Any Bank may at any time assign to one or more banks or
financial institutions (each an "Assignee") all or a proportionate part of
its rights and obligations under this Agreement, the Notes and the other
Loan Documents, and such Assignee shall assume all such rights and
obligations, pursuant to an Assignment and Acceptance, executed by such
Assignee, such transferor Bank and the Administrative Agent (and, in the
case of an Assignee that is not then a Bank, subject to clause (iii) below,
by the Parent); PROVIDED that (i) no interest may be sold by a Bank
pursuant to this paragraph (c) unless the Assignee shall agree to assume
ratably equivalent portions of the transferor Bank's Commitment, (ii) if a
Bank is assigning only a portion of its Commitment, then, the amount of the
Commitment being assigned (determined as of the effective date of the
assignment) shall be in an amount not less than $5,000,000, (iii) except
during the continuance of a Default, no interest may be sold by a Bank
pursuant to this paragraph (c) to any Assignee that is not then a Bank (or


<PAGE>


an Affiliate or Related Fund of a Bank) without the consent of the Parent
and the Administrative Agent, which consent shall not be unreasonably
withheld, and (iv) a Bank may not have more than 3 Assignees that are not
then Banks (or an Affiliate or Related Fund thereof) at any one time.  Upon
(A) execution of the Assignment and Acceptance by such transferor Bank,
such Assignee, the Administrative Agent and (if applicable) the Parent,
(B) delivery of an executed copy of the Assignment and Acceptance to the
Parent and the Administrative Agent, (C) payment by such Assignee to such
transferor Bank of an amount equal to the purchase price agreed between
such transferor Bank and such Assignee, and (D) payment of a processing and
recordation fee of $2,500 to the Administrative Agent, such Assignee shall
for all purposes be a Bank party to this Agreement and shall have all the
rights and obligations of a Bank under this Agreement to the same extent as
if it were an original party hereto with a Commitment as set forth in such
instrument of assumption, and the transferor Bank shall be released from
its obligations hereunder to a corresponding extent, and no further consent
or action by the Parent, the Banks or the Administrative Agent shall be
required.  Upon the consummation of any transfer to an Assignee pursuant to
this paragraph (c), the transferor Bank, the Administrative Agent and the
Parent shall make appropriate arrangements so that, if required, a new Note
is issued to each of such Assignee and such transferor Bank.

     (d)   Subject to the provisions of Section 9.09, each Borrower
authorizes each Bank to disclose to any Participant, Assignee or other
transferee (each a "Transferee") and any prospective Transferee any and all
financial information in such Bank's possession concerning the relevant
Borrower which has been delivered to such Bank by the Borrowers pursuant to
this Agreement or which has been delivered to such Bank by the Borrowers in
connection with such Bank's credit evaluation prior to entering into this
Agreement.

     (e)   No Transferee shall be entitled to receive any greater payment
under Section 8.03 than the transferor Bank would have been entitled to
receive with respect to the rights transferred, unless such transfer is
made with a Borrower's prior written consent or by reason of the provisions
of Section 8.02 or 8.03 requiring such Bank to designate a different
Lending Office under certain circumstances or at a time when the
circumstances giving rise to such greater payment did not exist.

     (f)   Anything in this Section 9.08 to the contrary notwithstanding,
any Bank may assign and pledge all or any portion of the Loans and/or
obligations owing to it to any Federal Reserve Bank or the United States
Treasury as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any Operating Circular issued
by such Federal Reserve Bank, PROVIDED that any payment in respect of such
assigned Loans and/or obligations made by a Borrower to the assigning
and/or pledging Bank in accordance with the terms of this Agreement shall
satisfy such Borrower's obligations hereunder in respect of such assigned
Loans and/or obligations to the extent of such payment.  No such assignment
shall release the assigning and/or pledging Bank from its obligations
hereunder.

     (g)   Any Bank may at any time designate not more than one Designated
Bank to fund Money Market Loans on behalf of such Designating Bank subject
to the terms of Section 9.08(c), and the provisions of Section 9.08(c)
shall not apply to such designation.  No Bank may have more than one
Designated Bank at any time.  Such designation may occur either by the
execution of the signature pages hereof by such Bank and Designated Bank
next to the appropriate "Designating Bank" and "Designated Bank" captions,
or by execution by such parties of a Designation Agreement subsequent to
the date hereof; provided, that any Bank and its Designated Bank executing
the signatures pages hereof as "Designating Bank" and "Designated Bank",
respectively, on the date hereof shall be deemed to have executed a
Designation Agreement, and shall be bound by the respective
representations, warranties and covenants contained therein, and such
designation shall be conclusively deemed to be acknowledged by the relevant


<PAGE>


Borrower and the Administrative Agent.  The parties to each such
designation occurring subsequent to the execution date hereof shall execute
and deliver to the Administrative Agent and the relevant Borrower for their
acknowledgment a Designation Agreement.  Upon such receipt of an
appropriately completed Designation Agreement executed by a Designating
Bank and a designee representing that it is a Designated Bank and
acknowledgment by the relevant Borrower, the Administrative Agent will
acknowledge such Designation Agreement and will give prompt notice thereof
to the relevant Borrower and the other Banks, whereupon, (i) the relevant
Borrower shall execute and deliver to the Designating Bank a Designated
Bank Note payable to the order of the Designated Bank, (ii) from and after
the effective date specified in the Designation Agreement, the Designated
Bank shall become a party to this Agreement with a right to make Money
Market Loans on behalf of its Designating Bank pursuant to Section 2.03(h),
and (iii) the Designated Bank 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 Bank which is not otherwise required to repay
obligations of such Designated Bank which are then due and payable;
provided, however, that regardless of such designation and assumption by
the Designated Bank, the Designating Bank shall be and remain obligated to
the relevant Borrower, the Administrative Agent and the Banks for each and
every obligation of the Designating Bank and its related Designated Bank
with respect to this Agreement, including, without limitation, any
indemnification obligations under Section 7.05 and any sums otherwise
payable to the relevant Borrower by the Designated Bank.  Each Designating
Bank, or a specified branch or affiliate thereof, shall serve as the
administrative agent of its Designated Bank and shall on behalf of its
Designated Bank: (i) receive any and all payments made for the benefit of
such Designated Bank 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 a Designating Bank, or specified branch or affiliate thereof, as
administrative agent for its Designated Bank and need not be signed by such
Designated Bank on its own behalf.  The relevant Borrower, the
Administrative Agent and the Banks may rely thereon without any requirement
that the Designated Bank sign or acknowledge the same.  No Designated Bank
may assign or transfer all or any portion of its interest hereunder or
under any other Loan Document, other than via an assignment to its
Designating Bank or Liquidity Bank (but any assignment to a Liquidity Bank
shall not curtail or affect the appointment or rights of the Designating
Bank pursuant to Section 9.06(c) or Section 4 of the Designation Agreement,
which appointment and rights are irrevocable), if any, or otherwise in
accordance with the provisions of Section 2.03(h).


SECTION 9.09.  CONFIDENTIALITY.

     Each Bank agrees to exercise commercially reasonable efforts to keep
any information delivered or  made available by the Borrowers to it which
is clearly indicated to be confidential information, confidential from
anyone other than persons employed or retained by such Bank who are or are
expected to become engaged in evaluating, approving, structuring or
administering the Loans; provided that nothing herein shall prevent any
Bank from disclosing such information (i) to any other Bank, (ii) upon the
order of any court or administrative agency, (iii) upon the request or
demand of any regulatory agency or authority having jurisdiction over such
Bank, (iv) which has been publicly disclosed, (v) to the extent reasonably
required in connection with any litigation to which the Administrative
Agent, any Bank or their respective Affiliates may be a party, (vi) to the
extent reasonably required in connection with the exercise of any remedy
hereunder, (vii) to such Bank's Affiliates, legal counsel and independent
auditors, (viii) to any actual or proposed Participant, Assignee or other
Transferee of all or part of its rights hereunder which has agreed in
writing to be bound by the provisions of this Section 9.09 and (ix) by any
Designated Bank to any rating agency, commercial paper dealer, or provider
of a surety, guaranty or credit or liquidity enhancement to such Designated


<PAGE>


Bank which has agreed in writing to be bound by the provisions of this
Section 9.09; PROVIDED that should disclosure of any such confidential
information be required by virtue of clause (ii) of the immediately
preceding sentence, to the extent permitted by law, any relevant Bank shall
promptly notify the relevant Borrower of same so as to allow the relevant
Borrower to seek a protective order or to take any other appropriate
action; PROVIDED, FURTHER, THAT, no Bank shall be required to delay
compliance with any directive to disclose any such information so as to
allow the relevant Borrower to effect any such action.


SECTION 9.10.  REPRESENTATION BY BANKS.

     Each Bank hereby represents that it is a commercial lender or
financial institution which makes loans in the ordinary course of its
business and that it will make its Loans hereunder for its own account in
the ordinary course of such business; PROVIDED that, subject to
Section 9.08, the disposition of the Note or Notes held by that Bank shall
at all times be within its exclusive control.


SECTION 9.11.  OBLIGATIONS SEVERAL.

     The obligations of each Bank hereunder are several, and no Bank shall
be responsible for the obligations or commitment of any other Bank
hereunder.  Nothing contained in this Agreement and no action taken by the
Banks pursuant hereto shall be deemed to constitute the Banks to be a
partnership, an association, a joint venture or any other kind of entity.
The amounts payable at any time hereunder to each Bank shall be a separate
and independent debt, and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement or any other Loan Document
and it shall not be necessary for any other Bank to be joined as an
additional party in any proceeding for such purpose.


SECTION 9.12.  GEORGIA LAW.

     This Agreement and each Note shall be construed in accordance with
and governed by the law of the State of Georgia.


SECTION 9.13.  SEVERABILITY.

     In case any one or more of the provisions contained in this
Agreement, the Notes or any of the other Loan Documents should be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby and shall be enforced
to the greatest extent permitted by law.


SECTION 9.14.  INTEREST.

     In no event shall the amount of interest, and all charges, amounts or
fees contracted for, charged or collected pursuant to this Agreement, the
Notes or the other Loan Documents and deemed to be interest under
applicable law (collectively, "Interest") exceed the highest rate of
interest allowed by applicable law (the "Maximum Rate"), and in the event
any such payment is inadvertently received by any Bank, then the excess sum
(the "Excess") shall be credited as a payment of principal, unless the
relevant Borrower shall notify such Bank in writing that it elects to have
the Excess returned forthwith.  It is the express intent hereof that the
Borrowers not pay and the Banks not receive, directly or indirectly in any
manner whatsoever, interest in excess of that which may legally be paid by
the Borrowers under applicable law.  The right to accelerate maturity of
any of the Loans does not include the right to accelerate any interest that


<PAGE>


has not otherwise accrued on the date of such acceleration, and the
Administrative Agent and the Banks do not intend to collect any unearned
interest in the event of any such acceleration.  All monies paid to the
Administrative Agent or the Banks hereunder or under any of the Notes or
the other Loan Documents, whether at maturity or by prepayment, shall be
subject to rebate of unearned interest as and to the extent required by
applicable law.  By the execution of this Agreement, each Borrower
covenants, to the fullest extent permitted by law, that (i) the credit or
return of any Excess shall constitute the acceptance by each Borrower of
such Excess, and (ii) none of the Borrowers shall seek or pursue any other
remedy, legal or equitable, against the Administrative Agent or any Bank,
based in whole or in part upon contracting for charging or receiving any
Interest in excess of the Maximum Rate.  For the purpose of determining
whether or not any Excess has been contracted for, charged or received by
the Administrative Agent or any Bank, all interest at any time contracted
for, charged or received from the Borrowers in connection with this
Agreement, the Notes or any of the other Loan Documents shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and
spread in equal parts throughout the full term of the Commitments.  The
Borrowers, the Administrative Agent and each Bank shall, to the maximum
extent permitted under applicable law, (i) characterize any non-principal
payment as an expense, fee or premium rather than as Interest and
(ii) exclude voluntary prepayments and the effects thereof.  The provisions
of this Section shall be deemed to be incorporated into each Note and each
of the other Loan Documents (whether or not any provision of this
Section is referred to therein).  All such Loan Documents and
communications relating to any Interest owed by the Borrowers and all
figures set forth therein shall, for the sole purpose of computing the
extent of obligations hereunder and under the Notes and the other Loan
Documents be automatically recomputed by the Borrowers, and by any court
considering the same, to give effect to the adjustments or credits required
by this Section.


SECTION 9.15.  INTERPRETATION.

     No provision of this Agreement or any of the other Loan Documents
shall be construed against or interpreted to the disadvantage of any party
hereto  by any court or other governmental or judicial authority by reason
of such party having or being deemed to have structured or dictated such
provision.


SECTION 9.16.  WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION.

     Each Borrower (a) and each of the Banks and the Administrative Agent
irrevocably waives, to the fullest extent permitted by law, any and all
right to trial by jury in any legal proceeding arising out of this
Agreement, any of the other Loan Documents, or any of the transactions
contemplated hereby or thereby, (b) submits to the nonexclusive personal
jurisdiction in the State of Georgia, the courts thereof and the United
States District Courts sitting therein, for the enforcement of this
Agreement, the Notes and the other Loan Documents, (c) waives any and all
personal rights under the law of any jurisdiction to object on any basis
(including, without limitation, inconvenience of forum) to jurisdiction or
venue within the State of Georgia for the purpose of litigation to enforce
this Agreement, the Notes or the other Loan Documents, and (d) agrees that
service of process may be made upon it in the manner prescribed in
Section 9.01 for the giving of notice to the Borrowers.  Nothing herein
contained, however, shall prevent the Administrative Agent from bringing
any action or exercising any rights against any security and against any
Borrower personally, and against any assets of any Borrower, within any
other state or jurisdiction.




<PAGE>


SECTION 9.17.  COUNTERPARTS.

     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.


SECTION 9.18.  SOURCE OF FUNDS -- ERISA.

     Each of the Banks hereby severally (and not jointly) represents to
the Borrowers that no part of the funds to be used by such Bank to fund the
Loans hereunder from time to time constitutes (i) assets allocated to any
separate account maintained by such Bank in which any employee benefit plan
(or its related trust) has any interest nor (ii) any other assets of any
employee benefit plan.  As used in this Section, the terms "employee
benefit plan" and "separate account" shall have the respective meanings
assigned to such terms in Section 3 of ERISA.


SECTION 9.19.  EXCULPATION.

     Neither the General Partner nor any other partner of the Parent, nor
any officer or trustee of any of them, shall have any obligation or
liability for payment of the Loans, and holders of the Notes will have no
claims or other recourse against the General Partner or any other partner
of the Parent or any officer or trustee of any of them, or against any
assets of the General Partner or any other partner of the Parent or any
officer or trustee of any of them, in respect of the Loans; and the holders
of the Notes shall not have any right to enforce any obligations of a
partner to make a contribution to the Parent under any provision of the
Agreement of Limited Partnership of the Parent.  Neither the General
Partner nor any other partner of the Parent nor any officer or trustee of
any of them nor any of their respective assets shall be subject to any
lien, levy, execution or any other enforcement procedure relating directly
or indirectly to the Loans or any obligations thereunder; PROVIDED,
HOWEVER, that in the event of a dissolution of the Parent, any assets of
the Parent that are received by the General Partner in such dissolution
shall be subject to the claims of the holders of the Notes for the
enforcement of payment thereof.


SECTION 9.20.  NO BANKRUPTCY PROCEEDINGS.

     Each of the Borrowers, the Banks, the Administrative Agent, the
Syndication Agent and the Documentation Agent agrees that it will not
institute against any Designated Bank or join any other Person in
instituting against any Designated Bank 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 Bank.



          [Signatures are contained on the following pages.]


<PAGE>


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

                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware Limited Partnership


                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner


                            By:
                            Title:


                      AMLI Residential Properties, L.P.
                      125 South Wacker Dr., Suite 3100
                      Chicago, Illinois 60606
                      Attention: President
                      Telecopier Number:   312-443-0909
                      Confirmation Number:  312-443-1477


                      AMLI MANAGEMENT COMPANY, a Delaware corporation

                      By:
                      Title:

                      Address:




                      AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company

                      By:
                      Title:

                      Address:







<PAGE>


                              COMMITMENTS
                              -----------


$40,000,000

     WACHOVIA BANK, N.A.,
     as Administrative Agent and as a Bank
     (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     Wachovia Bank, N.A.
     191 Peachtree Street, N.E.
     Atlanta, Georgia 30303-1757
     Attention:  Syndications Group
     Telecopier Number:   404-332-4005
     Confirmation Number:  404-332-6971




<PAGE>


$40,000,000

     BANK ONE, NA,
     as Syndication Agent and as a Bank
     (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     Bank One, NA
     Main Office (Chicago)
     1 Bank One Plaza
     Chicago, Illinois  60670-0315
     Attention:  Timothy J. Carew
     Telecopier Number:  312-732-1117
     Confirmation Number:  312-732-5419



<PAGE>


$35,000,000

     PNC BANK, NATIONAL ASSOCIATION,
     as Documentation Agent and as a Bank (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     PNC Bank, National Association
     One PNC Plaza
     249 Fifth Avenue
     Mail Stop: P1-POPP-19-2
     Pittsburgh, Pennsylvania  15222-2707
     Attention:  Michael Smith
     Telecopier Number:  412-762-6500
     Confirmation Number: 412-768-9135






<PAGE>


$35,000,000

     HARRIS TRUST AND SAVINGS BANK,
     as Senior Managing Agent and as a Bank
     (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     Harris Trust and Savings Bank
     111 West Monroe, 5th Floor West
     Chicago, Illinois 60603
     Attention: Gregory M. Bins
     Telecopier Number:  312-461-2968
     Confirmation Number:  312-461-2203



<PAGE>


$30,000,000

     COMMERZBANK AG, NEW YORK BRANCH,
     as Managing Agent and as  a Bank
     (SEAL)



     By:
     Title:



     By:
     Title:



     LENDING OFFICE
     --------------

     Commerzbank AG, New York Branch
     2 World Financial Center
     New York, New York 10281-1050
     Attention: Douglas P. Traynor
     Telecopier Number: 212-266-7685
     Confirmation Number: 212-266-7569



<PAGE>


$25,000,000

     LASALLE BANK, NATIONAL ASSOCIATION
     as a Bank   (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     LaSalle Bank, National Association
     135 South LaSalle Street
     Suite 1225
     Chicago, Illinois  60603
     Attention:  J. Jay Palmer
     Telecopier Number:  312-904-6467
     Confirmation Number:  312-904-7211



<PAGE>


$25,000,000

     SOUTHTRUST BANK,
     as a Bank   (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     SouthTrust Bank
     420 North 20th Street, 11th Floor
     Birmingham, Alabama 35203
     Attention: Lynn Feuerlein
     Telecopier Number:  205-254-8270
     Confirmation Number: 205-254-5870



<PAGE>


$20,000,000

     FIRSTAR BANK, NATIONAL ASSOCIATION,
     as a Bank
     (SEAL)



     By:
     Title:



     LENDING OFFICE
     --------------

     Firstar Bank
     425 Walnut Street, CN-WN-10CR
     Cincinnati, Ohio 45202
     Attention: Maureen A. Dunne
     Telecopier Number:  513-632-5590
     Confirmation Number: 513-632-3903



TOTAL COMMITMENTS:
$250,000,000




<PAGE>


                              EXHIBIT A-1
                              -----------


SYNDICATED LOAN NOTE


Atlanta, Georgia


October 12, 1999


     For value received, AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware
limited partnership (the "Borrower"), promises to pay to the order of
_________________, a ____________________ (the "Bank"), for the account of
its Lending Office, the principal sum of
___________________________________ AND NO/100 DOLLARS ($________), or such
lesser amount as shall equal the unpaid principal amount of each Syndicated
Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below, on the dates and in the amounts provided in the Credit
Agreement.  The Borrower promises to pay interest on the unpaid principal
amount of this Note on the dates and at the rate or rates provided for in
the Credit Agreement.  Interest on any overdue principal of and, to the
extent permitted by law, overdue interest on the principal amount hereof
shall bear interest at the Default Rate, as provided for in the Credit
Agreement.  All such payments of principal and interest shall be made in
lawful money of the United States in Federal or other immediately available
funds at the office of Wachovia Bank, N.A., 191 Peachtree Street, N.E.,
Atlanta, Georgia 30303-1757, or such other address as may be specified from
time to time pursuant to the Credit Agreement.

     All Syndicated Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and,
prior to any transfer hereof, endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder
or under the Credit Agreement.

     This Note is one of the Syndicated Loan Notes referred to in the
Credit Agreement dated as of October 12, 1999 among the Borrower, the Banks
listed on the signature pages thereof, Wachovia Bank, N.A., as
Administrative Agent, Bank One, NA, as Syndication Agent and PNC Bank,
National Association, as Documentation Agent (as the same may be amended
and modified from time to time, the "Credit Agreement").  Terms defined in
the Credit Agreement are used herein with the same meanings.  Reference is
made to the Credit Agreement for provisions for the optional and mandatory
prepayment and the repayment hereof and the acceleration of the maturity
hereof, as well as the obligation of the Borrower to pay all costs of
collection, including reasonable attorneys fees, in the event this Note is
collected by law or through an attorney at law.

     The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law
relative hereto, except to the extent as otherwise may be expressly
provided for in the Credit Agreement.

     This Note and the rights and claims of the Bank hereunder are subject
in all respects to the provisions of Section 9.19 of the Credit Agreement,
which contains exculpation provisions with respect to the liability of the
general and limited partners of Borrower with respect to the liabilities of
the Borrower hereunder.




<PAGE>


     IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.



                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership
                      (SEAL)

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner


                            By:
                            Title:



<PAGE>


SYNDICATED LOAN NOTE (cont'd)



              SYNDICATED LOANS AND PAYMENTS OF PRINCIPAL


           Base
           Rate or                 Amount
           Euro-      Amount         of
           Dollar       of        Principal  Maturity   Notation
Date       Loan        Loan         Repaid     Date     Made By
----       -------    ------      ---------  --------   --------





<PAGE>


                              EXHIBIT A-2
                              -----------


SWING LOAN NOTE


Atlanta, Georgia


October 12, 1999


     For value received, AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware
limited partnership (the "Borrower"), promises to pay to the order of
WACHOVIA BANK, N.A. (the "Bank"), for the account of its Lending Office,
the principal sum of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000), or
such lesser amount as shall equal the unpaid principal amount of each Swing
Loan made by the Bank to the Borrower pursuant to the Credit Agreement
referred to below, on the dates and in the amounts provided in the Credit
Agreement.  The Borrower promises to pay interest on the unpaid principal
amount of this Swing Loan Note at the rate provided for Base Rate Loans or
Transaction Rate Loans, as the case may be, on the dates provided for in
the Credit Agreement.  Interest on any overdue principal of and, to the
extent permitted by law, overdue interest on the principal amount hereof
shall bear interest at the Default Rate, as provided for in the Credit
Agreement.  All such payments of principal and interest shall be made in
lawful money of the United States in Federal or other immediately available
funds at the office of Wachovia Bank, N.A., 191 Peachtree Street, N.E.,
Atlanta, Georgia 30303-1757, or such other address as may be specified from
time to time pursuant to the Credit Agreement.

     All Swing Loans made by the Bank, the respective maturities thereof,
the interest rates from time to time applicable thereto, and all repayments
of the principal thereof shall be recorded by the Bank and, prior to any
transfer hereof, endorsed by the Bank on the schedule attached hereto, or
on a continuation of such schedule attached to and made a part hereof;
provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

     This Note is one of the Swing Loan Notes referred to in the Credit
Agreement dated as of October 12, 1999 among the Borrower, the Banks listed
on the signature pages thereof, Wachovia Bank, N.A., as Administrative
Agent, Bank One, NA, as Syndication Agent and PNC Bank, National
Association, as Documentation Agent (as the same may be amended and
modified from time to time, the "Credit Agreement").  Terms defined in the
Credit Agreement are used herein with the same meanings.  Reference is made
to the Credit Agreement for provisions for the optional and mandatory
prepayment and the repayment hereof and the acceleration of the maturity
hereof, as well as the obligation of the Borrower to pay all costs of
collection, including reasonable attorneys fees, in the event this Note is
collected by law or through an attorney at law.

     The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law
relative hereto, except to the extent as otherwise may be expressly
provided for in the Credit Agreement.

     This Note and the rights and claims of the Bank hereunder are subject
in all respects to the provisions of Section 9.19 of the Credit Agreement,
which contains exculpation provisions with respect to the liability of the
general and limited partners of Borrower with respect to the liabilities of
the Borrower hereunder.




<PAGE>


     IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.



                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership
                      (SEAL)


                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner


                            By:
                            Title:



<PAGE>


SWING LOAN NOTE (cont'd)



                 SWING LOANS AND PAYMENTS OF PRINCIPAL



           Base
           Rate or                 Amount
           Euro-      Amount         of
           Dollar       of        Principal  Maturity   Notation
Date       Loan        Loan         Repaid     Date     Made By
----       -------    ------      ---------  --------   --------




<PAGE>


                              EXHIBIT A-3
                              -----------


MONEY MARKET LOAN NOTE


October 12, 1999


     For value received, AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware
Limited Partnership (the "Borrower"), promises to pay to the order of
_____________________, a _______________ (the "Bank"), for the account of
its Lending Office, the principal sum of ONE HUNDRED FIFTY MILLION AND
NO/100 DOLLARS ($150,000,000), or such lesser amount as shall equal the
unpaid principal amount of each Money Market Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below, on the dates
and in the amounts provided in the Credit Agreement.  The Borrower promises
to pay interest on the unpaid principal amount of this Money Market Loan
Note on the dates and at the rate or rates provided for in the Credit
Agreement referred to below.  Interest on any overdue principal of and, to
the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the Default Rate, as provided for in the
Credit Agreement.  All such payments of principal and interest shall be
made in lawful money of the United States in Federal or other immediately
available funds at the office of Wachovia Bank, N.A., 191 Peachtree Street,
N.E., Atlanta, Georgia 30303-1757, or such other address as may be
specified from time to time pursuant to the Credit Agreement.

     All Money Market Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and,
prior to any transfer hereof, endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder
or under the Credit Agreement.

     This Money Market Loan Note is one of the Money Market Loan Notes
referred to in the Credit Agreement dated as of October 12, 1999 among the
Borrower, the Banks listed on the signature pages thereof, Wachovia Bank,
N.A., as Administrative Agent, Bank One, NA, as Syndication Agent and PNC
Bank, National Association, as Documentation Agent (as  the same may be
amended and modified from time to time, the "Credit Agreement").  Terms
defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the optional
and mandatory prepayment and the repayment hereof and the acceleration of
the maturity hereof, as well as the obligation of the Borrower to pay all
costs of collection, including reasonable attorneys fees, in the event this
Money Market Loan Note is collected by law or through an attorney at law.
The Borrower hereby waives presentment, demand, protest, notice of demand,
protest and nonpayment and any other notice required by law relative
hereto, except to the extent as otherwise may be expressly provided for in
the Credit Agreement.

     This Note and the rights and claims of the Bank hereunder are subject
in all respects to the provisions of Section 9.19 of the Credit Agreement,
which contains exculpation provisions with respect to the liability of the
general and limited partners of Borrower with respect to the liabilities of
the Borrower hereunder.





<PAGE>


     IN WITNESS WHEREOF, the Borrower has caused this Money Market Loan
Note to be duly executed, under seal, by its duly authorized officer as of
the day and year first above written.



                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware Limited Partnership


                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner


                            By:
                            Title:





<PAGE>


MONEY MARKET LOAN NOTE (cont'd)



             MONEY MARKET LOANS AND PAYMENTS OF PRINCIPAL



           Base
           Rate or                 Amount
           Euro-      Amount         of
           Dollar       of        Principal  Maturity   Notation
Date       Loan        Loan         Repaid     Date     Made By
----       -------    ------      ---------  --------   --------



<PAGE>


                              EXHIBIT A-4
                              -----------


SYNDICATED LOAN NOTE


Atlanta, Georgia


November 15, 2000

     For value received, [AMLI MANAGEMENT COMPANY, a Delaware corporation]
[AMLI RESIDENTIAL CONSTRUCTION LLC,  a Delaware limited liability company]
(the "Borrower"), promises to pay to the order of _________________, a
____________________ (the "Bank"), for the account of its Lending Office,
the principal sum not to exceed the lesser of (i) twenty percent (20%) of
the amount by which the lesser of the Borrowing Base and the aggregate
Commitments exceeds the aggregate outstanding principal amount of the Loans
as of the date hereof and (ii) twenty percent (20%) of the aggregate
Commitments as of the date hereof, or such lesser amount as shall equal the
unpaid principal amount of each Syndicated Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below, on the dates
and in the amounts provided in the Credit Agreement.  The Borrower promises
to pay interest on the unpaid principal amount of this Note on the dates
and at the rate or rates provided for in the Credit Agreement.  Interest on
any overdue principal of and, to the extent permitted by law, overdue
interest on the principal amount hereof shall bear interest at the Default
Rate, as provided for in the Credit Agreement.  All such payments of
principal and interest shall be made in lawful money of the United States
in Federal or other immediately available funds at the office of Wachovia
Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or
such other address as may be specified from time to time pursuant to the
Credit Agreement.

     All Syndicated Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and,
prior to any transfer hereof, endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder
or under the Credit Agreement.

     This Note is one of the Syndicated Loan Notes referred to in the
Amended and Restated Credit Agreement dated as of November 15, 2000 among
AMLI Management Company, AMLI Residential Construction LLC, AMLI
Residential Properties, L.P., the Banks listed on the signature pages
thereof, Wachovia Bank, N.A., as Administrative Agent, Bank One, NA, as
Syndication Agent and PNC Bank, National Association, as Documentation
Agent (as the same may be amended and modified from time to time, the
"Credit Agreement").  Terms defined in the Credit Agreement are used herein
with the same meanings.  Reference is made to the Credit Agreement for
provisions for the optional and mandatory prepayment and the repayment
hereof and the acceleration of the maturity hereof, as well as the
obligation of the Borrower to pay all costs of collection, including
reasonable attorneys fees, in the event this Note is collected by law or
through an attorney at law.

     The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law
relative hereto, except to the extent as otherwise may be expressly
provided for in the Credit Agreement.

     This Note and the rights and claims of the Bank hereunder are subject
in all respects to the provisions of Section 9.19 of the Credit Agreement,
which contains exculpation provisions with respect to the liability of the
general and limited partners of Borrower with respect to the liabilities of
the Borrower hereunder.


<PAGE>


     IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.



                      [AMLI MANAGEMENT COMPANY, a Delaware corporation

                      [AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company]

                      By:
                      Title:



<PAGE>


SYNDICATED LOAN NOTE (cont'd)



              SYNDICATED LOANS AND PAYMENTS OF PRINCIPAL



           Base
           Rate or                 Amount
           Euro-      Amount         of
           Dollar       of        Principal  Maturity   Notation
Date       Loan        Loan         Repaid     Date     Made By
----       -------    ------      ---------  --------   --------





<PAGE>


                              EXHIBIT A-5
                              -----------


SWING LOAN NOTE


Atlanta, Georgia


November 15, 2000


     For value received, [AMLI MANAGEMENT COMPANY, a Delaware corporation]
[AMLI RESIDENTIAL CONSTRUCTION LLC,  a Delaware limited liability company]
(the "Borrower"), promises to pay to the order of WACHOVIA BANK, N.A. (the
"Bank"), for the account of its Lending Office, a principal amount not
exceed the lesser of (i) twenty percent (20%) of the amount by which the
lesser of the Borrowing Base and the aggregate Commitments exceeds the
aggregate outstanding principal amount of the Loans as of the date hereof
and (ii) twenty percent (20%) of the aggregate Commitments as of the date
hereof, or such lesser amount as shall equal the unpaid principal amount of
each Swing Loan made by the Bank to the Borrower pursuant to the Credit
Agreement referred to below, on the dates and in the amounts provided in
the Credit Agreement.  The Borrower promises to pay interest on the unpaid
principal amount of this Swing Loan Note at the rate provided for Base Rate
Loans or Transaction Rate Loans, as the case may be, on the dates provided
for in the Credit Agreement.  Interest on any overdue principal of and, to
the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the Default Rate, as provided for in the
Credit Agreement.  All such payments of principal and interest shall be
made in lawful money of the United States in Federal or other immediately
available funds at the office of Wachovia Bank, N.A., 191 Peachtree Street,
N.E., Atlanta, Georgia 30303-1757, or such other address as may be
specified from time to time pursuant to the Credit Agreement.

     All Swing Loans made by the Bank, the respective maturities thereof,
the interest rates from time to time applicable thereto, and all repayments
of the principal thereof shall be recorded by the Bank and, prior to any
transfer hereof, endorsed by the Bank on the schedule attached hereto, or
on a continuation of such schedule attached to and made a part hereof;
provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or
under the Credit Agreement.

     This Note is one of the Swing Loan Notes referred to in the Amended
and Restated Credit Agreement dated as of November 15, 2000 among AMLI
Management Company, AMLI Residential Construction LLC, AMLI Residential
Properties, L.P., the Banks listed on the signature pages thereof, Wachovia
Bank, N.A., as Administrative Agent, Bank One, NA, as Syndication Agent and
PNC Bank, National Association, as Documentation Agent (as the same may be
amended and modified from time to time, the "Credit Agreement").  Terms
defined in the Credit Agreement are used herein with the same meanings.
Reference is made to the Credit Agreement for provisions for the optional
and mandatory prepayment and the repayment hereof and the acceleration of
the maturity hereof, as well as the obligation of the Borrower to pay all
costs of collection, including reasonable attorneys fees, in the event this
Note is collected by law or through an attorney at law.

     The Borrower hereby waives presentment, demand, protest, notice of
demand, protest and nonpayment and any other notice required by law
relative hereto, except to the extent as otherwise may be expressly
provided for in the Credit Agreement.

     This Note and the rights and claims of the Bank hereunder are subject
in all respects to the provisions of Section 9.19 of the Credit Agreement,
which contains exculpation provisions with respect to the liability of the
general and limited partners of Borrower with respect to the liabilities of
the Borrower hereunder.


<PAGE>


     IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed, under seal, by its duly authorized officer as of the day and year
first above written.



                      [AMLI MANAGEMENT COMPANY, a Delaware corporation

                      [AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company]

                      By:
                      Title:





<PAGE>


SWING LOAN NOTE (cont'd)



                 SWING LOANS AND PAYMENTS OF PRINCIPAL



           Base
           Rate or                 Amount
           Euro-      Amount         of
           Dollar       of        Principal  Maturity   Notation
Date       Loan        Loan         Repaid     Date     Made By
----       -------    ------      ---------  --------   --------





<PAGE>


                              EXHIBIT A-6
                              -----------


MONEY MARKET LOAN NOTE


November 15, 2000


     For value received, [AMLI MANAGEMENT COMPANY, a Delaware corporation]
[AMLI RESIDENTIAL CONSTRUCTION LLC,  a Delaware limited liability company]
(the "Borrower"), promises to pay to the order of _____________________, a
_______________ (the "Bank"), for the account of its Lending Office, the
principal sum not to exceed the lesser of (i) twenty percent (20%) of the
amount by which the lesser of the Borrowing Base and the aggregate
Commitments exceeds the aggregate outstanding principal amount of the Loans
as of the date hereof and (ii) twenty percent (20%) of the aggregate
Commitments as of the date hereof, or such lesser amount as shall equal the
unpaid principal amount of each Money Market Loan made by the Bank to the
Borrower pursuant to the Credit Agreement referred to below, on the dates
and in the amounts provided in the Credit Agreement.  The Borrower promises
to pay interest on the unpaid principal amount of this Money Market Loan
Note on the dates and at the rate or rates provided for in the Credit
Agreement referred to below.  Interest on any overdue principal of and, to
the extent permitted by law, overdue interest on the principal amount
hereof shall bear interest at the Default Rate, as provided for in the
Credit Agreement.  All such payments of principal and interest shall be
made in lawful money of the United States in Federal or other immediately
available funds at the office of Wachovia Bank, N.A., 191 Peachtree Street,
N.E., Atlanta, Georgia 30303-1757, or such other address as may be
specified from time to time pursuant to the Credit Agreement.

     All Money Market Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and,
prior to any transfer hereof, endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation
or endorsement shall not affect the obligations of the Borrower hereunder
or under the Credit Agreement.

     This Money Market Loan Note is one of the Money Market Loan Notes
referred to in the Amended and Restated Credit Agreement dated as of
November 15, 2000 among AMLI Management Company, AMLI Residential
Construction LLC, AMLI Residential Properties, L.P., the Banks listed on
the signature pages thereof, Wachovia Bank, N.A., as Administrative Agent,
Bank One, NA, as Syndication Agent and PNC Bank, National Association, as
Documentation Agent (as  the same may be amended and modified from time to
time, the "Credit Agreement").  Terms defined in the Credit Agreement are
used herein with the same meanings.  Reference is made to the Credit
Agreement for provisions for the optional and mandatory prepayment and the
repayment hereof and the acceleration of the maturity hereof, as well as
the obligation of the Borrower to pay all costs of collection, including
reasonable attorneys fees, in the event this Money Market Loan Note is
collected by law or through an attorney at law.

     The Borrower hereby waives presentment, demand, protest, notice of
demand,  protest and nonpayment and any other notice required by law
relative hereto, except to the extent as otherwise may be expressly
provided for in the Credit Agreement.

     This Note and the rights and claims of the Bank hereunder are subject
in all respects to the provisions of Section 9.19 of the Credit Agreement,
which contains exculpation provisions with respect to the liability of the
general and limited partners of Borrower with respect to the liabilities of
the Borrower hereunder.



<PAGE>


     IN WITNESS WHEREOF, the Borrower has caused this Money Market Loan
Note to be duly executed, under seal, by its duly authorized officer as of
the day and year first above written.



                            [AMLI MANAGEMENT COMPANY,
                            a Delaware corporation


                            [AMLI RESIDENTIAL CONSTRUCTION LLC,
                            a Delaware limited liability company]

                            By:
                            Title:




<PAGE>


MONEY MARKET LOAN NOTE (cont'd)



             MONEY MARKET LOANS AND PAYMENTS OF PRINCIPAL



           Base
           Rate or                 Amount
           Euro-      Amount         of
           Dollar       of        Principal  Maturity   Notation
Date       Loan        Loan         Repaid     Date     Made By
----       -------    ------      ---------  --------   --------





<PAGE>


                               EXHIBIT B
                               ---------


OPINION OF


COUNSEL FOR THE BORROWER


[Dated as provided in Section 3.01 of the Credit Agreement]


To the Banks and the Administrative Agent
Referred to Below
c/o Wachovia Bank, N.A.,
as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attn:  Syndications Group


Dear Sirs:

We have acted as counsel for AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware
limited partnership (the "Borrower") in connection with the Credit
Agreement (the "Credit Agreement") dated as of October 12, 1999, among the
Borrower, the banks listed on the signature pages thereof, Wachovia Bank,
N.A., as Administrative Agent, Bank One, NA, as Syndication Agent and PNC
Bank, National Association, as Documentation Agent.  Terms defined in the
Credit Agreement are used herein as therein defined.

We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, trust records,
partnership records, certificates of public officials and other instruments
and have conducted such other investigations of fact and law as we have
deemed necessary or advisable for purposes of this opinion.  We have
assumed for purposes of our opinions set forth below that the execution and
delivery of the Credit Agreement by each Bank and by the Administrative
Agent have been duly authorized by each Bank and by the Administrative
Agent.

Upon the basis of the foregoing, we are of the opinion that:

1.   The Borrower is a limited partnership duly created, validly existing
and in good standing under the laws of Delaware and has all partnership
powers required to carry on its business as now conducted.

2.   The execution, delivery and performance by the Borrower of the Credit
Agreement the Notes (i) are within its partnership powers, (ii) have been
duly authorized by all necessary partnership action, (iii) require no
action by  or in respect of, or filing with, any governmental body, agency
or official, (iv) do not contravene, or constitute a default under, any
provision of applicable law or regulation or of the certificate of limited
partnership or partnership agreement of the Borrower or of the declaration
of trust of the General Partner, or of any agreement, judgment, injunction,
order, decree or other instrument which to our knowledge is binding upon
the Borrower and (v) to our knowledge, except as provided in the Credit
Agreement, do not result in the creation or imposition of any Lien on any
asset of the Borrower or any of the Subsidiaries.



<PAGE>


3.   The Credit Agreement constitutes a valid and binding agreement of the
Borrower, enforceable against it in accordance with its terms, and the
Notes constitute valid and binding obligations of the Borrower, enforceable
in accordance with its terms, except as such enforceability may be limited
by: (i) bankruptcy, insolvency or similar laws affecting the enforcement of
creditors' rights generally and (ii) general principles of equity.

4.   To our knowledge, there is no action, suit or proceeding pending, or
threatened, against or affecting the Borrower before any court or
arbitrator or any governmental body, agency or official in which there is a
reasonable possibility of an adverse decision which could materially
adversely affect the business, consolidated financial position or
consolidated results of operations of the Borrower or which in any manner
questions the validity or enforceability of the Credit Agreement or any
Note.

5.   The Borrower is not an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

6.   The Borrower is not a "holding company", or a "subsidiary company" of
a "holding company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", as such terms are defined in
the Public Utility Holding Company Act of 1935, as amended.

We are qualified to practice in the State of Illinois and do not purport to
be experts on any laws other than the laws of the United States, the State
of Illinois and the revised Uniform Limited Partnership Act as in effect in
the State of Delaware, and this opinion is rendered only with respect to
such laws.  For purposes of the opinion contained in Paragraph 3 above, we
have assumed that the laws of the State of Georgia are the same as those of
the State of Illinois.  We have made no independent investigation of the
laws of any other jurisdiction.

This opinion is delivered to you in connection with the transaction
referenced above and may only be relied upon by you, any Assignee,
Participant or other Transferee under the Credit Agreement, and Jones, Day,
Reavis & Pogue without our prior written consent.


                      Very truly yours,



<PAGE>


                               EXHIBIT C
                               ---------


OPINION OF


JONES, DAY, REAVIS & POGUE, SPECIAL COUNSEL
FOR THE ADMINISTRATIVE AGENT_______


[Dated as provided in Section 3.01 of the Credit Agreement]


To the Banks and the Administrative Agent
Referred to Below
c/o Wachovia Bank, N.A.,
as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-175
Attention: Syndications Group


Dear Sirs:

     We have participated in the preparation of the Credit Agreement (the
"Credit Agreement") dated as of October 12, 1999, among AMLI Residential
Properties, L.P., a Delaware limited partnership (the "Borrower"), the
banks listed on the signature pages thereof (the "Banks"), Wachovia Bank,
N.A., as Administrative Agent, Bank One, NA, as Syndication Agent and PNC
Bank, National Association, as Documentation Agent, and have acted as
special counsel for the Administrative Agent for the purpose of rendering
this opinion pursuant to Section 3.01(d) of the Credit Agreement.  Terms
defined in the Credit Agreement are used herein as therein defined.

     This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal
Opinion Committee of the Corporate and Banking Law Section of the State Bar
of Georgia which Interpretive Standards are incorporated herein by this
reference.

     We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

     Upon the basis of the foregoing, and assuming the due authorization,
execution and delivery of the Credit Agreement and each of the Notes by or
on behalf of the Borrower, we are of the opinion that the Credit Agreement
constitutes a valid and binding agreement of the Borrower, each Note
constitutes valid and binding obligations of the Borrower, enforceable in
accordance with its terms except as: (i) the enforceability thereof may be
affected by bankruptcy, insolvency, reorganization, fraudulent conveyance,
voidable preference, moratorium or similar laws applicable to creditors'
rights or the collection of debtors' obligations generally; (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability; and (iii) the enforceability
of certain of the remedial, waiver and other provisions of the Credit
Agreement and the Notes may be further limited by the laws of the State of
Georgia; PROVIDED that such additional laws do not, in our opinion,
substantially interfere with the practical realization of the benefits
expressed in the Credit Agreement or the Notes, except for the economic
consequences of any procedural delay which may result from such laws.



<PAGE>


     In giving the foregoing opinion, we express no opinion as to the
effect (if any) of any law of any jurisdiction except the State of Georgia.

We express no opinion as to the effect of the compliance or noncompliance
of the Administrative Agent or any of the Banks with any state or federal
laws or regulations applicable to the Administrative Agent or any of the
Banks by reason of the legal or regulatory status or the nature of the
business of the Administrative Agent or any of the Banks.
This opinion is delivered to you in connection with the transaction
referenced above and may only be relied upon by you and any Assignee,
Participant or other Transferee under the Credit Agreement without our
prior written consent.


                      Very truly yours,




<PAGE>


                               EXHIBIT D
                               ---------


                       ASSIGNMENT AND ACCEPTANCE



Dated ___________, ____



     Reference is made to the Amended And Restated Credit Agreement dated
as of November 15, 2000 (together with all amendments and modifications
thereto, the "Credit Agreement") among AMLI Residential Properties, L.P., a
Delaware limited partnership,  AMLI Management Company, a Delaware
corporation, AMLI Residential Construction LLC, a Delaware limited
liability company (collectively, the "Borrowers"), the Banks (as defined in
the Credit Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank
One, NA, as Syndication Agent and PNC Bank, National Association, as
Documentation Agent.  Terms defined in the Credit Agreement are used herein
with the same meaning.

     _________________________ (the "Assignor") and ______________________
(the "Assignee") agree as follows:

1.   The Assignor hereby sells and assigns to the Assignee, without
recourse to the Assignor, and the Assignee hereby purchases and assumes
from the Assignor, a ____% interest in and to all of the Assignor's rights
and obligations under the Credit Agreement as of the Effective Date (as
defined below) (including, without limitation, a ____% interest (which on
the Effective Date hereof is $_______) in the Assignor's Commitment and a
_____ interest (which on the Effective Date hereof is $_______) in the
Syndicated Loans [and Swing Loans] [and Money Market Loans] owing to the
Assignor and a ____% interest in the Syndicated Loan Notes [and Swing Loan
Note]s [and Money Market Loan Notes] held by the Assignor (which on the
Effective Date hereof is $________) [and $________, respectively].

2.   The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Credit Agreement or any other instrument or document furnished
pursuant thereto, other than that it is the legal and beneficial owner of
the interest being assigned by it hereunder, that such interest is free and
clear of any adverse claim and that as of the date hereof its Commitment
(without giving effect to assignments thereof which have not yet become
effective) is $______ and the aggregate outstanding principal amount of
Syndicated Loans [and Swing Loans] [and Money Market Loans] owing to it
(without giving effect to assignments thereof which have not yet become
effective) is $_________ [and $_________, respectively]; (ii) makes no
representation or warranty and assumes no responsibility with respect to
the financial condition of any of the Borrowers or the performance or
observance by any Borrower of any of its obligations under the Credit
Agreement or any other instrument or document furnished pursuant thereto;
and (iii) attaches the Note[s] referred to in Paragraph 1 above and
requests that the Administrative Agent exchange such Note[s] [for new
Syndicated Loan Note dated _________, ____ in the principal amount of
$____________ payable to the order of the Assignee, new Swing Loan Notes
dated ___________, ____ in the principal amount of $____________ payable to
the order of the Assignee, [and for new Notes as follows:  (i) Syndicated
Loan Notes dated ___________, ____ in the principal amount of $___________
payable to the order of the Assignor, (ii) Swing Loan Notes dated
____________, ____ in the principal amount of $__________ payable to


<PAGE>


     the order of the Assignor], and (iii) Money Market Loan Notes dated
____________, ____ in the principal amount of $__________ payable to the
order of the Assignor].

3.   The Assignee (i) confirms that it has received a copy of the Credit
Agreement, together with copies of the financial statements referred to in
Section 4.04(a) thereof (or any more recent financial statements of the
Parent delivered pursuant to Section 5.01(a) or (b) thereof) and such other
documents and information as it has deemed appropriate to make its own
credit analysis and decision to enter into this Assignment and Acceptance;
(ii) agrees that it will, independently and without reliance upon the
Administrative Agent, the Assignor 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 action
under the Credit Agreement; (iii) confirms that it is a bank or financial
institution; (iv) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Bank; (vi) specifies as its Lending Office (and
address for notices) the office set forth beneath its name on the signature
pages hereof, (vii) represents and warrants that the execution, delivery
and performance of this Assignment and Acceptance are within its powers and
have been duly authorized by all necessary action, (viii) makes the
representation and warranty contained in Section 9.18 of the Credit
Agreement, and (ix) attaches the forms prescribed by the Internal Revenue
Service of the United States certifying as to the Assignee's status for
purposes of determining exemption from United States withholding taxes with
respect to all payments to be made to the Assignee under the Credit
Agreement and the Notes.

4.   The Effective Date for this Assignment and Acceptance shall be
___________, ____ (the "Effective Date").  Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent
for execution and acceptance by the Administrative Agent and to the
relevant Borrower for execution by the relevant Borrower.

5.   Upon such execution and acceptance by the Administrative Agent, and
execution by the relevant Borrower, if required by the Credit Agreement,
from and after the Effective Date, (i) the Assignee shall be a party to the
Credit Agreement and, to the extent rights and obligations have been
transferred to it by this Assignment and Acceptance, have the rights and
obligations of a Bank thereunder and (ii) the Assignor shall, to the extent
its rights and obligations have been transferred to the Assignee by this
Assignment and Acceptance, relinquish its rights (other than under Sections
8.03, 9.03 and 9.04 of the Credit Agreement) and be released from its
obligations under the Credit Agreement, except as expressly provided
therein.

6.   Upon such execution and acceptance by the Administrative Agent, and
execution by the relevant Borrower, if required by the Credit Agreement,
from and after the Effective Date, the Administrative Agent shall make all
payments in respect of the interest assigned hereby to the Assignee.  The
Assignor and Assignee shall make all appropriate adjustments in payments
for periods prior to such acceptance by the Administrative Agent directly
between themselves.



<PAGE>


     This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of Georgia.



                            [NAME OF ASSIGNOR]


                            By:
                            Title:


                            [NAME OF ASSIGNEE]


                            By:
                            Title:


                            Lending Office:
                            [Address]


                            WACHOVIA BANK, N.A.,
                            As Administrative Agent


                            By:
                            Title:


                            AMLI RESIDENTIAL PROPERTIES, L.P.,
                            a Delaware limited partnership

                            By:  AMLI Residential Properties Trust,
                                  a Maryland real estate investment
     trust, its General Partner
                                  [If required by the Credit Agreement]



<PAGE>


                              EXHIBIT E-1
                              -----------


NOTICE OF BORROWING


(Parent)


_______________, ____


Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention: Syndications Group


Re:  Amended And Restated Credit Agreement dated as of November 15,
     2000 (together with all amendments and modifications thereto,
     the "Credit Agreement") among AMLI Residential Properties, L.P.,
     a Delaware limited partnership,  AMLI Management Company,
     a Delaware corporation, AMLI Residential Construction LLC,
     a Delaware limited liability company (collectively, the
     "Borrowers"), the Banks (as defined in the Credit Agreement),
     Wachovia Bank, N.A., as Administrative Agent, Bank One, NA,
     as Syndication Agent and PNC Bank, National Association,
     as Documentation Agent.


Gentlemen:

     Unless otherwise defined herein, capitalized terms used herein shall
have the meanings attributable thereto in the Credit Agreement.

     This Notice of Borrowing is delivered to you pursuant to Section 2.02
of the Credit Agreement.
The undersigned Borrower hereby requests a [Euro-Dollar Borrowing]
[Syndicated Loan Borrowing at a Base Rate] [Swing Loan Borrowing] in the
aggregate principal amount of $_______(1) to be made on _____________,
_____, and for interest to accrue thereon at the rate established by the
Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans].  The duration
of the Interest Period with respect thereto shall be [1 month] [2 months]
[3 months] [6 months] [30 days].

     The amount available to be borrowed under Section 2.01 of the Credit
Agreement, net of amounts to be paid with the proceeds of this Borrowing,
is as follows:

     (a)   Aggregate amount of Commitments         $______________

     (b)   Borrowing Base per most recent
           Borrowing Base Certificate              $______________

     (c)   Principal amount outstanding
           under Syndicated Loans                  $______________

     (d)   Principal amount outstanding under
           Swing Loans                             $______________

     (e)   Principal amount outstanding under
           Money Market Loans                      $______________

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

  (1)  Not to exceed the amount available to be borrowed as set forth in
the next paragraph.


<PAGE>


     (f)   Amount available to be borrowed
           (lesser of (a) or (b), less sum of
           (c), (d) and (e) $______                $______________


     The undersigned Borrower has caused this Notice of Borrowing to be
executed and delivered by its duly authorized officer this ____ day off
__________, ___.


                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner

                            By:
                            Title:




<PAGE>


                              EXHIBIT E-1
                              -----------


NOTICE OF BORROWING


(Service Company Borrower)


_______________, ____


Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention: Syndications Group


Re:  Amended And Restated Credit Agreement dated as of November 15,
     2000 (together with all amendments and modifications thereto,
     the "Credit Agreement") among AMLI Residential Properties, L.P.,
     a Delaware limited partnership,  AMLI Management Company,
     a Delaware corporation, AMLI Residential Construction LLC,
     a Delaware limited liability company (collectively, the
     "Borrowers"), the Banks (as defined in the Credit Agreement),
     Wachovia Bank, N.A., as Administrative Agent, Bank One, NA,
     as Syndication Agent and PNC Bank, National Association,
     as Documentation Agent.


Gentlemen:

     Unless otherwise defined herein, capitalized terms used herein shall
have the meanings attributable thereto in the Credit Agreement.

     This Notice of Borrowing is delivered to you pursuant to Section 2.02
of the Credit Agreement.

     The undersigned Borrower hereby requests a [Euro-Dollar Borrowing]
[Syndicated Loan Borrowing at a Base Rate] [Swing Loan Borrowing] in the
aggregate principal amount of $_______(1) to be made on _____________,
_____, and for interest to accrue thereon at the rate established by the
Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans].  The duration
of the Interest Period with respect thereto shall be [1 month] [2 months]
[3 months] [6 months] [30 days].

     The amount available to be borrowed under Section 2.01 of the Credit
Agreement, net of amounts to be paid with the proceeds of this Borrowing,
is as follows:

     (a)   Aggregate amount of Commitments   $______________

     (b)   Borrowing Base per most recent
           Borrowing Base Certificate
           $______________ lesser of (a)
           and (b) $______________ 20%
           of (c)                            $______________

     (c)   Principal amount outstanding
           under Syndicated Loans of the
           undersigned                       $______________

     (d)   Principal amount outstanding
           under Swing Loans of the
           undersigned                       $______________
--------------------
  (1)  Not to exceed the amount available to be borrowed as set forth in
the next paragraph.


<PAGE>


     (e)   Principal amount outstanding
           under Money Market Loans of
           the undersigned                   $______________

     (f)   Amount available to be borrowed:
           (d) less sum of (e), (f) and
           (g) $______                       $______________


     The undersigned Borrower has caused this Notice of Borrowing to be
executed and delivered by its duly authorized officer this ____ day off
__________, ___.



                      [AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner]

                            By:
                            Title:


                      [AMLI MANAGEMENT COMPANY, a Delaware corporation]

                      By:
                      Title:



                      [AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company]


                      By:
                      Title:



<PAGE>


                               EXHIBIT F
                               ---------



COMPLIANCE CERTIFICATE



     Reference is made to the Amended And Restated Credit Agreement dated
as of November 15, 2000 (together with all amendments and modifications
thereto, the "Credit Agreement") among AMLI Residential Properties, L.P., a
Delaware limited partnership,  AMLI Management Company, a Delaware
corporation, AMLI Residential Construction LLC, a Delaware limited
liability company (collectively, the "Borrowers"), the Banks (as defined in
the Credit Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank
One, NA, as Syndication Agent and PNC Bank, National Association, as
Documentation Agent.  Capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement; all amounts shown herein, unless
expressly set forth to the contrary, shall be without duplication.

     Pursuant to Section 5.01(c) of the Credit Agreement, _____________,
the duly authorized __________ of the undersigned Borrower, hereby
(i) certifies to the Administrative Agent and the Banks that the
information contained in the Compliance Check List attached hereto is true,
accurate and complete as of _________, _____, and that no Default is in
existence on and as of the date hereof and (ii) restates and reaffirms that
the representations and warranties contained in Article IV of the Credit
Agreement are true on and as of the date hereof as though restated on and
as of this date.


                      [AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner]


                      [AMLI MANAGEMENT COMPANY, a Delaware corporation

                      [AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company]

                      By:
                      Title:




<PAGE>


                         COMPLIANCE CHECK LIST
                         ---------------------

[AMLI RESIDENTIAL PROPERTIES, L.P.]

[AMLI MANAGEMENT COMPANY]
[AMLI RESIDENTIAL CONSTRUCTION LLC]


_______________________________

_________________, ______


1.   CONSOLIDATIONS, MERGERS AND SALES OF ASSETS (SECTION 5.05)

     Neither any of the Borrowers, the General Partner nor any of the
Guarantors will consolidate or merge with or into, or acquire all or
substantially all of the assets or stock of any other Person, or sell,
lease or otherwise transfer all or any substantial part of its assets to,
any other Person, provided that:

           (i)   the Parent may merge with another Person if (x) such
Person was organized under the laws of the United States of America or one
of its states, (y) the Borrower is the limited partnership surviving such
merger and (z) immediately after giving effect to such merger, no Default
shall have occurred and be continuing;

           (ii)  Guarantors which are Subsidiaries may merge with one
another and may sell, lease or otherwise transfer assets to the Parent;

           (iii) the foregoing limitation on the acquisition of all or
substantially all the assets or stock of another Person shall not prohibit,
during any Fiscal Quarter, the acquisition of all or substantially all of
the assets or stock of another Person unless the aggregate assets or stock
acquired in a single acquisition or series of related acquisitions of all
or substantially all of the assets or stock of another Person by the
Borrowers, the General Partner and the Guarantors during such Fiscal
Quarter constituted more than 20% of Gross Asset Value at the end of the
most recent Fiscal Quarter immediately preceding such Fiscal Quarter; and

           (iv)  the foregoing limitation on the sale, lease or other
transfer of assets shall not prohibit, during any Fiscal Quarter, a
transfer of assets (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred, when
combined with all other assets transferred, by the Borrowers, the General
Partner and the Guarantors during such Fiscal Quarter and the immediately
preceding 3 Fiscal Quarters, constituted more than 20% of Gross Asset Value
at the end of the most recent Fiscal Year immediately preceding such Fiscal
Quarter.

In the case of any Guarantor that is a Subsidiary which transfers
substantially all of its assets pursuant to clause (iv) of the preceding
sentence, and in the case of any Guarantor that is a Subsidiary the stock
of which is being sold and with respect to which clause (iv) would have
been satisfied if the transaction had been a sale of assets of such
Guarantor, such Guarantor may dissolve and shall be entitled to obtain from
the Administrative Agent a written release from the Guaranty, PROVIDED that
it can demonstrate to the reasonable satisfaction of the Administrative
Agent that (A) it has repaid in full all Debt owed to the Borrowers or any
other Guarantor and (B) such sale was for cash and in the case of an asset
transfer, the net cash proceeds received in connection therewith are being
distributed to the Borrowers as part of such dissolution, and upon
obtaining such written release, it shall no longer be a Guarantor for any
purpose hereunder.


<PAGE>


     (a)   Aggregate amount of assets or
           stock acquired in a single acquisition
           or series of related acquisitions
           during Fiscal Quarter just ended  $___________

     (b)   Gross Asset Value Schedule 1      $___________

     (c)   20% of (b)
           Limitation:  (a) may not exceed (c)$___________

     (d)   Aggregate amount of assets sold
           during Fiscal Quarter just ended  $___________

     (e)   Aggregate amount of assets sold
           during 3 prior Fiscal Quarters    $___________

     (f)   Sum of (d) and (e)
           Limitation: (f) may not exceed (c)$___________

2.   RESTRICTED PAYMENTS (SECTION 5.15) (1)

     The Parent's Restricted Payments in any calendar year shall not
exceed 95% of Funds From Operations for such period, unless (i) the Parent
must pay out an amount in excess of 95% of Funds From Operations to permit
the General Partner to preserve its status as a real estate investment
trust under the applicable provision of the Code, or (ii) the Parent
declares one or more capital gains dividends within such calendar year (in
which event the amount of additional Restricted Payments that may be made
as a result of such declaration as provided in this clause (ii) shall not
exceed the greater of (A) the income tax liability of the Parent's partners
with respect thereto and (B) $1,500,000).  In the event that the Parent
receives an Investment Grade Debt Rating and so long as that rating (or a
better rating) is affirmed during each year, the Parent's Restricted
Payments in any calendar year will be limited to 100% of Funds from
Operations for such calendar year with the same exceptions contained in
clauses (i) and (ii) of this Section 5.15.

     (a)   Restricted Payments for current
           calendar year                     $___________

     (b)   Funds From Operations for
           current calendar year Schedule 2  $___________

     (c)   Maximum Restricted Payments
           Generally: [95%] [100%] of (b)    $___________

     (d)   Additional Restricted Payments
           permitted by clause (i)           $___________

     (e)   Additional Restricted Payments
           permitted by clause (ii), not
           to exceed greater of partners'
           income tax liability and
           $1,500,000                        $___________

     (f)   Calendar year distributions
           to date                           $___________

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

   (1)  Include this paragraph 2 and Schedule 2 only with the first
Compliance Certificate furnished after the end of each Fiscal Year.



<PAGE>


3.   LOANS OR ADVANCES (SECTION 5.16)

     Neither any of the Borrowers, the General Partner nor any of the
Guarantors shall make loans or advances to any Person except as permitted
by Section 5.17 and except:

           (i)   deposits required by government agencies or public
utilities;

           (ii)  loans or advances from the Parent to a Guarantor or from
a Guarantor to a Parent or another Guarantor;

           (iii) loans and advances made to (A) AMLI Institutional
Advisors, Inc. as part of its initial capital structure in the amount of
$500,000, and (B) AMLI Management Company as part of its initial capital
structure in the amount of $3,000,000;

           (iv)  loans or advances to employees, officers and directors
not exceeding $1,000,000 in the aggregate principal amount outstanding at
any time, in each case made in the ordinary course of business, but
excluding loans and advances described in clause (v);

           (v)   loans and advances to employees, officers and directors
to enable them to buy partnership units in the Parent or stock in the
General Partner which are secured by a pledge of such stock, so long as the
aggregate amount of all such loans does not exceed $10,000,000;

           (vi)  working capital loans and advances to AMLI Residential
Construction, Inc. for use in the ordinary course of business and
consistent with past practices, so long as the aggregate principal amount
outstanding at any time for all such loans and advances is not in excess of
$15,000,000;

           (vii) loans and advances to Co-Investment Partnerships in an
aggregate amount which, together with Investments in Co-Investment
Partnerships, does not exceed 30% of Gross Asset Value; and/or

           (viii) other loans and advances by the Borrowers, the General
Partner and the Guarantors to any Person other than a Co-Investment
Partnership which (x) are evidenced by notes (and, if requested by the
Administrative Agent, acting at the direction of the Required Banks, with
such notes, together with any related mortgage, have been assigned to and
pledged with the Administrative Agent, for the benefit of itself and the
Banks, as security for the payment of all obligations of the Borrowers to
the Administrative Agent and the Banks hereunder) and (y) are in an amount
which, together with Investments permitted by clause (vii) of Section 5.17,
do not exceed 5% of Gross Asset Value as of the end of the most recent
Fiscal Quarter;

     PROVIDED that after giving effect to the making of any loans,
advances or deposits permitted by this Section, no Default shall be in
existence or be created thereby.

     (a)   Loans and advances to employees,
           officers and directors, excluding
           stock purchase loans Limitation   $___________
                                             $1,000,000

     (b)   Loans and advances to employees,
           officers and directors for the
           purchase of, and  secured by,
           stock in the General Partner
           Limitation                        $___________
                                             $10,000,000



<PAGE>


     (c)   working capital loans to AMLI
           Residential Construction, Inc.
           for construction in progress
           Limitation                        $___________
                                             $15,000,000

     (d)   Loans and advances to Co-Invest-
           ment Partnerships                 $___________

     (e)   See line (e) and "Limitation"
           of paragraph 4 below              $___________

     (f)   other loans and advances evidenced
           by notes (and, if required,
           pledged with Administrative Agent)
           and not permitted by clauses
           (i) through (vii)                 $___________

     (g)   See line (i) and "Limitation" of
           paragraph 4 below                 $___________

4.   INVESTMENTS (SECTION 5.17)

     Investments of the Parent as of the Restatement Closing Date (other
than in Subsidiaries and Co-Investment Partnerships, which are set forth in
Schedule 4.08), are set forth on Schedule 5.17.  Neither any of the
Borrowers, the General Partner nor any of the Guarantors shall make
Investments after the Restatement Closing Date in any Person except as
permitted by Section 5.16 and except Investments in:

           (i)   direct obligations of the United States Government
maturing within one year;

           (ii)  certificates of deposit issued by a commercial bank whose
credit is satisfactory to the Administrative Agent;

           (iii) commercial paper rated A1 or the equivalent thereof by
S&P or P1 or the equivalent thereof by Moody's and in either case maturing
within 6 months after the date of acquisition;

           (iv)  tender bonds the payment of the principal of and interest
on which is fully supported by a letter of credit issued by a United States
bank whose long-term certificates of deposit are rated at least A or the
equivalent thereof by S&P and A or the equivalent thereof by Moody's;

           (v)   Investments consisting of the acquisition of all or
substantially all of the assets or stock of another Person permitted by
Section 5.05(iii);

           (vi)  Investments in Co-Investment Partnerships permitted by
Section 5.26; and/or

           (vii) other Investments by the Borrowers, the General Partner
and the Guarantors, other than in Co-Investment Partnerships, in an amount
which, together with loans and advances permitted by clause (viii) of
Section 5.16, do not exceed 5% of Gross Asset Value as of the end of the
most recent Fiscal Quarter;

     PROVIDED, HOWEVER, immediately after giving effect to the making of
any Investment, no Default shall have occurred and be continuing.

     (a)   Investments in Co-Investment
           Partnerships                      $___________

     (b)   line (e) of paragraph 3 above     $___________



<PAGE>


     (c)   sum of (a) and (b)                $___________

     (d)   Gross Asset Value  Schedule 1     $___________

     (e)   30% of line (d)                   $___________
           Limitation: (c) may not exceed (e)

     (f)   Line (f) of paragraph 3 above     $___________

     (g)   Other Investments not permitted
           by clauses (i) through (vi)       $___________

     (h)   Sum of (f) and (g)                $___________

     (i)   5% of (d)
           Limitation: (h) may not exceed (i)$___________

5.   RATIO OF CONSOLIDATED TOTAL LIABILITIES TO UNDEPRECIATED
     BOOK ASSET VALUE (SECTION 5.20)

     The ratio of Total Consolidated Liabilities to Undepreciated Book
Asset Value shall at all times be equal to or less than 0.60 to 1.0.

     (a)   Total Consolidated Liabilities
           Schedule 3                        $___________
     (b)   Original cost of all real estate
           assets plus the cost of capital
           improvements thereon, without deduction
           for accumulated depreciation and
           amortization incurred in connection
           therewith                         $___________

     (c)   Book value of all other tangible
           assets determined in accordance
           with GAAP                         $___________

     (d)   Approved Collateral Value         $___________

     (e)   Undepreciated Book Asset Value
           (sum of (b) plus (c) minus (d))   $___________

     (f)   Actual ratio of (a) to (e)
           Maximum Ratio                     _______ to 1.0
                                             0.60 to 1.0

6    RATIO OF TOTAL SECURED DEBT TO GROSS ASSET VALUE (SECTION 5.21)

     The ratio of Total Secured Debt to Gross Asset Value shall at all
times be equal to or less than 0.45 to 1.0.

     (a)   Total Secured Debt  Schedule 4    $___________

     (b)   Gross Asset Value  Schedule 1     $___________

     (c)   Actual ratio of (a) to (b)
           Minimum Ratio                     _____ to 1.0
                                             0.45 to 1.0

7.   RATIO OF EBITDA TO CONSOLIDATED INTEREST EXPENSE (SECTION 5.22)

     The ratio of EBITDA to Consolidated Interest Expense for the Fiscal
Quarter just ended will not be less than 2.0 to 1.00, calculated at the end
of each Fiscal Quarter.

     (a)   EBITDA  Schedule 5                $___________

     (b)   Consolidated Interest Expense     $___________



<PAGE>


     (c)   Ratio of (a) to (b) to 1.0
           Minimum Ratio                     _____ to 1.0
                                             2.0 to 1.0

8.   RATIO OF UNENCUMBERED ASSETS TO UNSECURED FUNDED DEBT (SECTION 5.23)

     The ratio of Unencumbered Assets to Unsecured Funded Debt shall at
all times be equal to or greater than 1.75 to 1.00.

     (a)   Net Operating Income from each
           Property (other than Properties
           owned by a Co-Investment
           Partnership) not subject to
           a Mortgage Schedule 6             $___________

     (b)   (a) divided by 0.09               $___________

     (c)   4 times (b)                       $___________

     (d)   book value of all Construction
           in Progress and unimproved land
           not subject to a Mortgage (in
           each case excluding Properties
           owned by a Co-Investment
           Partnership)                      $___________

     (e)   sum of (c) and (d)                $___________

     (f)   Unsecured Funded Debt  Schedule 7 $___________

     (g)   Actual ratio of (e) to (f)
           Minimum Ratio                     _____ to 1.0
                                             1.75 to 1.0

9.   RATIO OF UNSECURED NET OPERATING INCOME TO UNSECURED INTEREST
EXPENSE (SECTION 5.24)

     The ratio of Unsecured Net Operating Income to Unsecured Interest
Expense shall at all times be equal to or greater than 2.0 to 1.0.

     (a)   Unsecured Net Operating Income
           Schedule 6                        $___________

     (b)   Unsecured Interest Expense (2)    $___________

     (c)   Actual ratio of (a) to (b)
           Minimum Ratio                     _____ to 1.0
                                             2.0 to 1.0

10.  RATIO OF EBITDA TO CONSOLIDATED FIXED CHARGES (SECTION 5.30)

     The ratio of EBITDA to Consolidated Fixed Charges for the Fiscal
Quarter just ended and the 3 immediately preceding Fiscal Quarters will not
be less than 1.75 to 1.00, calculated at the end of each Fiscal Quarter.

     (a)   EBITDA   Schedule 5               $___________

     (b)   Consolidated Fixed Charges
           Schedule 8                        $___________

     (c)   Ratio of (a) to (b) to 1.0
           Minimum Ratio                     _____ to 1.0
                                             1.75 to 1.0

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

   (2)  Include only Consolidated Interest Expense attributable to
Unsecured Funded Debt.


<PAGE>


11.  CO-INVESTMENT PARTNERSHIPS DEPRECIATED BOOK VALUE (SECTION 5.26)

     The amount of the depreciated book value set forth on the line item
designated as "Investments in Partnerships" on the Parent's consolidated
balance sheet, together with the aggregate amount of loans and advances to
Co-Investment Partnerships permitted by clause (vii) of Section 5.16, shall
not at any time exceed 30% of Gross Asset Value.

     (a)   depreciated book value of
           Co-Investment Partnerships per
           Borrower's consolidated balance
           sheet                             $___________

     (b)   Gross Asset Value Schedule 1
           Limitation (a) may not exceed
           30% of (b)                        $___________



<PAGE>


                              SCHEDULE 1
                              ----------


GROSS ASSET VALUE


(a)  Net Operating Income for the 3 month
     period ending on the last day of the
     month just ended prior to the date of
     determination, from each Property (other
     than Properties owned by a Co-Investment
     Partnership) owned for three months or longer $___________

(b)  (a) divided by 0.09                           $___________

(c)  4 times (b)                                   $___________

(d)  book value of Construction in Progress
     (other than Properties owned by a
     Co-Investment Partnership) and
     unimproved land                               $___________

(e)  acquisition cost of improved Property
     (other than Properties owned by a
     Co-Investment Partnership) owned by
     Parent for less than three months             $___________

(f)  sum of unrestricted cash on deposit
     and market value of Investments permitted
     under Section 5.17(i), (ii), (iii) and (iv)   $___________

(g)  sum of all earnings before interest and
     taxes of the Service Companies for the
     3 month period ending on the last day of
     the month just ended                          $___________

(h)  4 times (g)                                   $___________

(i)  (h) divided by 0.15                           $___________

     GROSS ASSET VALUE (sum of (c), (d),
     (e) (f) and (i))                              $___________



<PAGE>


                              SCHEDULE 2
                              ----------


FUNDS FROM OPERATIONS


(for Fiscal Year just ended) (1)


1.   Net income                                    $___________
           plus depreciation and amortization

2.   of real estate assets                         $___________

3.         plus net loss/(gain) on real estate sales$___________

4.         plus loss/(gains) on extraordinary
                 items plus depreciation of
                 real estate assets held in
                 unconsolidated entities           $___________

5.   FUNDS FROM OPERATIONS                         $___________


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

   (1)  The calculation is subject to change as required by NAREIT, subject
to the provisions of Section 1.02.


<PAGE>


                              SCHEDULE 3
                              ----------


TOTAL CONSOLIDATED LIABILITIES


1.   Consolidated Liabilities                      $___________

2.   Debt Guaranteed by Borrowers or any Guarantor $___________

3.   Face amount of all letters of credit
     issued for the account of the Borrowers
     or any Guarantor                              $___________

4.   Approved Collateral Value                     $___________


TOTAL CONSOLIDATED LIABILITIES
     (sum of (a)through (c) minus (d)              $___________





<PAGE>


                              SCHEDULE 4
                              ----------


TOTAL SECURED DEBT (1)

                          INTEREST       FINAL
                           RATE(2)      MATURITY      TOTAL
                          --------      --------    ---------
MONEY BORROWED
--------------



    Total Money Borrowed




DEFERRED PURCHASE PRICE (3)
---------------------------



    Total Deferred Purchase Price




CAPITAL LEASES IN WHICH BORROWERS
ARE THE TENANTS
---------------------------------



    Total Capital Leases




LETTER OF CREDIT REIMBURSEMENT
OBLIGATIONS
------------------------------



    Total Letter of Credit
    Reimbursement Obligations




GUARANTEE OF DEBT OF PERSONS OTHER
THAN BORROWERS AND GUARANTOR
-----------------------------------



    TOTAL SECURED DEBT


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

   (1)  Include only Debt secured by a Mortgage.
   (2)  If rate is fixed, insert contract rate.  If rate is floating, state
that.
   (3)  Exclude trade accounts payable in the ordinary course of business.


<PAGE>


                              SCHEDULE 5
                              ----------


EBITDA



_____ quarter _____

consolidated net income            $_________

less extraordinary gains          ($_________)

plus extraordinary losses          $_________

plus Consolidated Interest Expense $_________

plus taxes on income               $_________

plus depreciation and amortization $_________

plus other non-cash charges        $_________


     Total                         $_________

     EBITDA                        $
                                   ==========





<PAGE>


                              SCHEDULE 6
                              ----------



UNSECURED NET OPERATING INCOME AND NET OPERATING INCOME (1)
-----------------------------------------------------------

(for Fiscal Quarter just ended)

_____ quarter _____


(a)  Property Revenues                       $___________

(b)  Property expenses
     (excluding depreciation, amortization
     and debt service and actual
     management fees)                        $___________

(c)  UNSECURED NET OPERATING INCOME
     (sum of  (a) less (b)                   $___________

(d)  management fee (4% of gross rental
     income, excluding percentage rents and
     less any management fees included in (b))$___________

(e)  capital reserve ($150 per Unit)         $___________

(f)  NET OPERATING INCOME (sum of
     (c) less (d) less (e)                   $___________


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

   (1)  Include only Properties not subject to a Mortgage.



<PAGE>


                              SCHEDULE 7
                              ----------


UNSECURED FUNDED DEBT (1)


                          INTEREST       FINAL
                           RATE(2)      MATURITY      TOTAL
                          --------      --------    ---------
MONEY BORROWED
--------------



    Total Money Borrowed




DEFERRED PURCHASE PRICE (3)
---------------------------



    Total Deferred Purchase Price




CAPITAL LEASES IN WHICH BORROWERS
ARE THE TENANTS
---------------------------------



    Total Capital Leases




LETTER OF CREDIT REIMBURSEMENT
OBLIGATIONS
------------------------------



    Total Letter of Credit
    Reimbursement Obligations




GUARANTEE OF DEBT OF PERSONS OTHER
THAN BORROWERS AND GUARANTOR
-----------------------------------



    TOTAL SECURED DEBT


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

   (1)  Include only Debt secured by a Mortgage.
   (2)  If rate is fixed, insert contract rate.  If rate is floating, state
that.
   (3)  Exclude trade accounts payable in the ordinary course of business.



<PAGE>


                              SCHEDULE 8
                              ----------


CONSOLIDATED FIXED CHARGES


_____ quarter _____

Consolidated Interest Expense                $_________

plus dividends paid or declared but not paid
     on preferred stock                      $_________

plus scheduled principal amortization paid (1)$_________

plus other non-cash charges                  $_________

     Total                                   $_________



_____ quarter _____

Consolidated Interest Expense                $_________

plus dividends paid or declared but not paid
     on preferred stock                      $_________

plus scheduled principal amortization paid   $_________

plus other non-cash charges                  $_________

     Total                                   $_________


_____ quarter _____

Consolidated Interest Expense                $_________

plus dividends paid or declared but not paid
     on preferred stock                      $_________

plus scheduled principal amortization paid (1)$_________

plus other non-cash charges                  $_________

     Total                                   $_________



_____ quarter _____

Consolidated Interest Expense                $_________

plus dividends paid or declared but
     not paid on preferred stock             $_________

plus scheduled principal amortization paid (1)$_________

plus other non-cash charges                  $_________

     Total                                   $_________


     Consolidated Fixed Charges              $
                                             ==========




<PAGE>


                               EXHIBIT G
                               ---------



AMLI RESIDENTIAL PROPERTIES, L.P.


CLOSING CERTIFICATE



     Reference is made to the Credit Agreement (the "Credit
Agreement") dated as of October 12, 1999, among AMLI Residential
Properties, L.P., the Banks listed therein, Wachovia Bank, N.A., as
Administrative Agent, Bank One, NA, as Syndication Agent and PNC Bank,
National Association, as Documentation Agent.  Capitalized terms used
herein have the meanings ascribed thereto in the Credit Agreement.

     Pursuant to Section 3.01(e) of the Credit Agreement, _______________,
the duly authorized Executive Officer of AMLI Residential Properties Trust,
the General Partner of AMLI Residential Properties, L.P., hereby certifies
to the Administrative Agent and the Banks that, to the best of my
knowledge, (i) no Default has occurred and is continuing as of the date
hereof, and (ii) the representations and warranties contained in Article IV
of the Credit Agreement are true on and as of the date hereof.
Certified as of October 12, 1999.



By:
Printed Name:

           [Chairman] [Vice Chairman] [President] [Treasurer]
           [Chief Financial Officer]



<PAGE>


                               EXHIBIT H
                              ----------


AMLI RESIDENTIAL PROPERTIES TRUST


OFFICER'S CERTIFICATE


     The undersigned, ___________________,  the [Chairman] [Vice Chairman]
[President] [Treasurer][Chief Financial Officer] of AMLI RESIDENTIAL
PROPERTIES TRUST, general partner of AMLI RESIDENTIAL PROPERTIES L.P., a
Delaware limited partnership (the "Borrower"), hereby certifies that [s]he
has been duly elected, qualified and is acting in such capacity and that,
as such, [s]he is familiar with the facts herein certified and is duly
authorized to certify the same, and hereby further certifies, in connection
with the Credit Agreement dated as of October 12, 1999 (as amended from
time to time, the "Credit Agreement") among the Borrower, Wachovia Bank,
N.A., as Administrative Agent, Bank One, NA, as Syndication Agent and PNC
Bank, National Association, as Documentation Agent, and certain other Banks
listed on the signature pages thereof, that:

     1.    Attached hereto as Exhibit A is a complete and correct copy of
the Declaration of Trust of AMLI Residential Properties Trust (the
"Trust") as in full force and effect on the date hereof.

     2.    Attached hereto as Exhibit B is a complete and correct copy of
the Certificate of Limited Partnership as certified by the Secretary of
State of the State of Delaware, the Borrower's state of creation.

     3.    Attached hereto as Exhibit C is a complete and correct copy of
the Partnership Agreement of the Borrower as in full force and effect on
the date hereof.

     4.    The General Partner incorporates herein by reference as fully
as if set forth herein all of the representations and warranties pertaining
to the General Partner contained in Article IV of the Credit Agreement
(which representations and warranties shall be deemed to have been renewed
by the General Partner upon each Borrowing under the Credit Agreement, and
the General Partner will fully comply with those covenants set forth in
Article V of the Credit Agreement pertaining to the General Partner, and
the General Partner incorporates herein by reference as fully as if set
forth herein all of such covenants.

     5.    As [Chairman] [Vice Chairman] [President] [Treasurer] [Chief
Financial Officer] I have been duly authorized by all proper and necessary
action to execute and deliver the Credit Agreement and the other Loan
Documents (defined in the Credit Agreement) on behalf of the Trust, as
general partner of the Borrower and (with respect to Paragraph 4 hereof) on
behalf of the Trust, and no consent or approval of any beneficiaries or
trustors under the Trust is required as a condition thereto.

     IN WITNESS WHEREOF, the undersigned has hereunto set [his/her] hand
as of July ___, 1998.



     [Chairman] [Vice Chairman]
     [President] [Treasurer][Chief Financial Officer]




<PAGE>


                               EXHIBIT I
                               ---------


BORROWING BASE CERTIFICATE


     Reference is made to the Amended And Restated Credit Agreement dated
as of November 15, 2000 (together with all amendments and modifications
thereto, the "Credit Agreement") among AMLI Residential Properties, L.P., a
Delaware limited partnership,  AMLI Management Company, a Delaware
corporation, AMLI Residential Construction LLC, a Delaware limited
liability company (collectively, the "Borrowers"), the Banks (as defined in
the Credit Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank
One, NA, as Syndication Agent and PNC Bank, National Association, as
Documentation Agent.  Capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.

     Pursuant to Section 5.01(h) of the Credit Agreement, ______________,
the duly authorized __________________ of the Parent, hereby (i) certifies
to the Administrative Agent and the Banks that the calculation of the
Borrowing Base contained in this Borrowing Base Certificate is true,
accurate and complete in all material respects as of __________, ______.
The calculation of the Borrowing Base is as follows:

(a)  Net Operating Income for the 3 month
     period ending on the last day of the
     Fiscal Quarter just ended prior to
     the date of determination, from each
     Eligible Unencumbered Stabilized Property$___________

(b)  (a) divided by 0.09                     $___________

(c)  4 times (b)                             $___________

(d)  0.60 times (c)                          $___________

(e)  book value of Construction in Progress
     on all Eligible Properties              $___________

(f)  0.50 times (e)                          $___________

(g)  lesser of (f) and $50,000,000           $___________

(h)  cost of land acquired for apartment
     community development                   $___________

(i)  0.40 times (h)                          $___________

(j)  lesser of (i) and $15,000,000           $___________

BORROWING BASE: sum of (d), PLUS (g), PLUS (j)$___________



                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner



<PAGE>


                               EXHIBIT J
                               ---------

                      LIST OF ELIGIBLE PROPERTIES



Property                    Location

AMLI at Autumn Chase        Carrollton, Texas
AMLI at Autumn Chase II     Carrollton, Texas
AMLI at Autumn Chase III    Carrollton, Texas
AMLI at Chase Oaks          Plano, Texas
AMLI at Gleneagles          Dallas, Texas
AMLI at Gleneagles II       Dallas, Texas
AMLI at Paces Vinings       Atlanta, Georgia
AMLI at Paces Vinings II    Atlanta, Georgia
AMLI at West Paces          Atlanta, Georgia
AMLI at Alvamar             Lawrence, Kansas
AMLI at Spring Creek I-IV   Atlanta, Georgia
AMLI at Arboretum           Austin, Texas
AMLI at Bent Tree           Dallas, Texas
AMLI at Bent Tree II        Dallas, Texas
AMLI at Lantana Ridge       Austin, Texas
AMLI at Martha's Vineyard   Austin, Texas
AMLI at Town Center         Overland Park, Kansas
AMLI at Killian Creek       Snellville, Georgia
AMLI at Rosemeade           Dallas, Texas
AMLI at Centennial Park     Overland Park, Kansas
AMLI at Lexington Farms     Overland Park, Kansas
AMLI at Eagle Creek         Indianapolis, Indiana
AMLI at Stone Hollow        Austin, Texas
AMLI at King's Harbour      Houston, Texas
AMLI at Prairie Lakes       Indianapolis, Indiana



<PAGE>


                               EXHIBIT K
                               ---------


GUARANTY


     THIS GUARANTY (this "Guaranty") is made as of November 15, 2000 by
AMLI Residential Properties, L.P., a Delaware limited partnership (the
"Guarantor"; the terms "Guarantor" and "Guarantors" shall also include any
Subsidiary of AMLI Residential Properties L.P. which becomes a Guarantor
pursuant to Section 15 hereof and Section 5.28 of the Credit Agreement
referred to below, and the liability of all of the Guarantors shall be
joint and several) in favor of the Administrative Agent, for the ratable
benefit of the Banks, under the Credit Agreement referred to below;



                         W I T N E S S E T H :

     WHEREAS, AMLI Residential Properties, L.P., a Delaware limited
partnership,  AMLI Management Company, a Delaware corporation, AMLI
Residential Construction LLC, a Delaware limited liability company
(collectively, the "Borrowers"), Wachovia Bank, N.A., as Administrative
Agent (the "Administrative Agent"), Bank One, NA, as Syndication Agent, PNC
Bank, National Association, as Documentation Agent and certain other Banks
from time to time party thereto have entered into a certain Amended and
Restated Credit Agreement dated as November 15, 2000 (as amended as of the
date hereof and as it may be amended or modified further from time to time,
the "Credit Agreement"), providing, subject to the terms and conditions
thereof, for extensions of credit to be made by the Banks to the Borrowers
which will the benefit the Guarantors;

     WHEREAS, it is required under Section 5.28 of the Credit Agreement,
that the Guarantor execute and deliver this Guaranty whereby it and,
together with the other Guarantors which are or become such as contemplated
in such Section and in Section 15 hereof, shall guarantee the payment when
due of all principal, interest and other amounts that shall be at any time
payable by the any Borrower under the Credit Agreement, the Notes and the
other Loan Documents; and

     WHEREAS, in consideration of the financial and other support that the
Borrowers have provided, and such financial and other support as the
Borrowers may in the future provide, to the Guarantors, whether directly or
indirectly, and in order to induce the Banks and the Administrative Agent
to enter into and maintain the credit facilities under the Credit
Agreement, the Guarantors are willing to guarantee the obligations of the
Borrowers under the Credit Agreement, the Notes, and the other Loan
Documents;

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


SECTION 1.  DEFINITIONS.

     Terms defined in the Credit Agreement and not otherwise defined
herein have, as used herein, the respective meanings provided for therein.


SECTION 2.  REPRESENTATIONS AND WARRANTIES.

     The Guarantors incorporate herein by reference as fully as if set
forth herein all of the representations and warranties pertaining to the
Guarantors contained in Article IV of the Credit Agreement (which
representations and warranties shall be deemed to have been renewed by the
Guarantors upon each Borrowing under the Credit Agreement).


<PAGE>


SECTION 3.  COVENANTS.

     The Guarantors covenant that, so long as any Bank has any Commitment
outstanding under the Credit Agreement or any amount payable under the
Credit Agreement or any Note shall remain unpaid, the Guarantors will fully
comply with those covenants set forth in Article V of the Credit Agreement
pertaining to the Guarantors, and the Guarantors incorporate herein by
reference as fully as if set forth herein all of such covenants.


SECTION 4.  THE GUARANTY.

     The Guarantors hereby unconditionally and jointly and severally
guarantee (i) the full and punctual payment (whether at stated maturity,
upon acceleration or otherwise) of the principal of and interest on each
Note issued by the Borrowers pursuant to the Credit Agreement, and the full
and punctual payment of all other amounts payable by the Borrowers under
the Credit Agreement, including, without limitation, all Syndicated Loans
and Swing Loans and interest thereon, all compensation and indemnification
amounts and fees payable pursuant to the Credit Agreement and the
Restatement Agent's Letter Agreement, and (ii) the timely performance of
all other obligations of the Borrowers under the Credit Agreement and the
other Loan Documents (all of the foregoing obligations being referred to
collectively as the "Guaranteed Obligations").  Upon failure by any
Borrower to pay punctually any such amount or perform such obligations,
each of the Guarantors agrees that it shall forthwith on demand pay the
amount not so paid at the place and in the manner specified in the Credit
Agreement, the relevant Note or the relevant Loan Document, as the case may
be, or perform such obligation in accordance with the terms and conditions
therefor specified in the Credit Agreement or the other Loan Documents, and
pay all costs of collection, including reasonable attorneys fees; PROVIDED
THAT, notwithstanding the provisions of O.C.G.A. Section 13-1-11(a)(2) to
the contrary, the Guarantors shall not be obligated to pay more than the
attorneys fees actually incurred in connection with such collection.


SECTION 5.  GUARANTY UNCONDITIONAL.

     The obligations of the Guarantors hereunder shall be unconditional
and absolute and, without limiting the generality of the foregoing, shall
not be released, discharged or otherwise affected by:

           (i)   any extension, renewal, settlement, compromise, waiver or
release in respect of any obligation of the Borrowers under the Credit
Agreement, any Note, or any other Loan Document, by operation of law or
otherwise or any obligation of any other guarantor of any of the Guaranteed
Obligations;

           (ii)  any modification or amendment of or supplement to the
Credit Agreement, any Note, or any other Loan Document;

           (iii) any release, nonperfection or invalidity of any direct or
indirect security, if any, for any obligation of any Borrower under the
Credit Agreement, any Note, any Loan Document, or any obligations of any
other guarantor of any of the Guaranteed Obligations;

           (iv)  any change in the partnership structure, corporate
structure or ownership of any Borrower or any Guarantor or any other
guarantor of any of the Guaranteed Obligations, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting any
Borrower, or any Guarantor or any other guarantor of the Guaranteed
Obligations, or its assets or any resulting release or discharge of any
obligation of any Borrower, or any Guarantor or any other guarantor of any
of the Guaranteed Obligations;



<PAGE>


           (v)   the existence of any claim, setoff or other rights which
the Guarantors may have at any time against any Borrower, any other
Guarantor or any other guarantor of any of the Guaranteed Obligations, the
Administrative Agent, any Bank or any other Person, whether in connection
herewith or any unrelated transactions, provided that nothing herein shall
prevent the assertion of any such claim by separate suit or compulsory
counterclaim;

           (vi)  any invalidity or unenforceability relating to or against
any Borrower, or any other Guarantor or any other guarantor of any of the
Guaranteed Obligations, for any reason related to the Credit Agreement, any
other Loan Document, or any other Guaranty, or any provision of applicable
law or regulation purporting to prohibit the payment by any Borrower, or
any Guarantor or any other guarantor of the Guaranteed Obligations, of the
principal of or interest on any Note or any other amount payable by any
Borrower under the Credit Agreement, the Notes, or any other Loan Document;
or

           (vii) any other act or omission to act or delay of any kind by
any Borrower, any other Guarantor or any other guarantor of the Guaranteed
Obligations, the Administrative Agent, any Bank or any other Person or any
other circumstance whatsoever which might, but for the provisions of this
paragraph, constitute a legal or equitable discharge of any Guarantor's
obligations hereunder.


SECTION 6.  DISCHARGE ONLY UPON PAYMENT IN FULL; REINSTATEMENT
     IN CERTAIN CIRCUMSTANCES.

     The Guarantors' obligations hereunder shall remain in full force and
effect until all Guaranteed Obligations shall have been paid in full and
the Commitments under the Credit Agreement shall have terminated or
expired.  If at any time any payment of the principal of or interest on any
Note or any other amount payable by any Borrower under the Credit Agreement
or any other Loan Document is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of any Borrower
or otherwise, the Guarantors' obligations hereunder with respect to such
payment shall be reinstated as though such payment had been due but not
made at such time.


SECTION 7.  WAIVER OF NOTICE BY THE GUARANTORS.

     The Guarantors irrevocably waive acceptance hereof, presentment,
demand, protest and, to the fullest extent permitted by law, any notice not
provided for herein, as well as any requirement that at any time any action
be taken by any Person against any Borrower, any other Guarantor or any
other guarantor of the Guaranteed Obligations, or any other Person.


SECTION 8.  STAY OF ACCELERATION.

     If acceleration of the time for payment of any amount payable by any
Borrower under the Credit Agreement, any Note or any other Loan Document is
stayed upon the insolvency, bankruptcy or reorganization of any Borrower,
all such amounts otherwise subject to acceleration under the terms of the
Credit Agreement, any Note or any other Loan Document shall nonetheless be
payable by the Guarantors hereunder forthwith on demand by the
Administrative Agent made at the request of the Required Banks.




<PAGE>


SECTION 9.  NOTICES.

     All notices, requests and other communications to any party hereunder
shall be given or made by telecopier or other writing and telecopied or
mailed or delivered to the intended recipient at its address or telecopier
number set forth on the signature pages hereof or such other address or
telecopy number as such party may hereafter specify for such purpose by
notice to the Administrative Agent in accordance with the provisions of
Section 9.01 of the Credit Agreement.  Except as otherwise provided in this
Guaranty, all such communications shall be deemed to have been duly given
when transmitted by telecopier, or personally delivered or, in the case of
a mailed notice, 3 Domestic Business Days after such communication is
deposited in the mails with first class postage prepaid, in each case given
or addressed as aforesaid.


SECTION 10.  NO WAIVERS.

     No failure or delay by the Administrative Agent or any Banks in
exercising any right, power or privilege hereunder 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 provided in this Guaranty, the
Credit Agreement, the Notes, and the other Loan Documents shall be
cumulative and not exclusive of any rights or remedies provided by law.


SECTION 11.  SUCCESSORS AND ASSIGNS.

     This Guaranty is for the benefit of the Administrative Agent and the
Banks and their respective successors and assigns and in the event of an
assignment of any amounts payable under the Credit Agreement, the Notes, or
the other Loan Documents, the rights hereunder, to the extent applicable to
the indebtedness so assigned, may be transferred with such indebtedness.
This Guaranty may not be assigned by the Guarantors without the prior
written consent of the Administrative Agent and the Required Banks, and
shall be binding upon the Guarantors and their respective successors and
permitted assigns.


SECTION 12.  CHANGES IN WRITING.

     Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated orally, but only in writing signed by the
Guarantors and the Administrative Agent, with the consent of the Required
Banks.


SECTION 13.  GOVERNING LAW; SUBMISSION TO JURISDICTION;
     WAIVER OF JURY TRIAL.

     THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF GEORGIA.  EACH OF THE GUARANTORS AND THE
ADMINISTRATIVE AGENT HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND OF
ANY GEORGIA STATE COURT SITTING IN ATLANTA, GEORGIA AND FOR PURPOSES OF ALL
LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY.  THE GUARANTORS IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE GUARANTORS AND THE
ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY.




<PAGE>


SECTION 14.  TAXES, ETC.

     All payments required to be made by the Guarantors hereunder shall be
made without setoff or counterclaim and free and clear of and without
deduction or withholding for or on account of, any present or future taxes,
levies, imposts, duties or other charges of whatsoever nature imposed by
any government or any political or taxing authority pursuant and subject to
the provisions of Section 2.10(c) of the Credit Agreement, the terms of
which are incorporated herein by reference as to the Guarantors as fully as
if set forth herein, and for such purposes, the rights and obligations of
any Borrower under such Section shall devolve to the Guarantors as to
payments required to be made by the Guarantors hereunder.


SECTION 15.  ADDITIONAL GUARANTORS; RELEASE OF GUARANTORS.

     Section 5.28 of the Credit Agreement provides that all new
Subsidiaries and must become Guarantors, by, among other things, executing
and delivering to the Administrative Agent a counterpart of this Guaranty
or a joinder agreement with respect hereto.  Any Subsidiary which executes
and delivers to the Administrative Agent a counterpart of this Guaranty or
a joinder agreement with respect hereto shall be a Guarantor for all
purposes hereunder.  Under certain circumstances described in the last
sentence of Section 5.05 of the Credit Agreement, Guarantors may obtain
from the Administrative Agent a written release from this Guaranty pursuant
to the provisions of such sentence, and upon obtaining such written
release, any such Subsidiary shall no longer be a Guarantor hereunder.
Each other Guarantor consents and agrees to any such release and agrees
that no such release shall affect its obligations hereunder.


SECTION 16.  OTHER WAIVERS BY THE GUARANTORS.

     The Guarantors hereby expressly waive, renounce, and agree not to
assert, any right, claim or cause of action, including, without limitation,
a claim for reimbursement, subrogation, indemnification or otherwise,
against any Borrower arising out of or by reason of this Guaranty or the
obligations of the Guarantors hereunder, including, without limitation, the
payment or securing or purchasing of any of the Guaranteed Obligations by
the Guarantors.  The waiver, renunciation and agreement contained in the
immediately preceding sentence is for the benefit of the Administrative
Agent and the Banks and also for the benefit of any Borrower who may assert
the benefits thereof as a third-party beneficiary, and the Guarantors may
be released from such waiver, renunciation and agreement only by the
execution and delivery, by the Administrative Agent, the Required Banks and
the Borrowers, of an instrument expressly releasing the Guarantors
therefrom.




<PAGE>


     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed, under seal, by its authorized officer as of the date first above
written.


                      AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner






<PAGE>


                               EXHIBIT L
                               ---------



CONTRIBUTION AGREEMENT


     THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of
______________, ____, jointly and severally, by and among AMLI Residential
Properties, L.P., a Delaware limited partnership (the "Principal"), and
_________________, a _____________ corporation (the "Guarantor"; the terms
"Guarantor" and "Guarantors" shall also include any Subsidiary of the
Principal which becomes a Guarantor pursuant to the last paragraph hereof
and Section 5.28 of the Credit Agreement referred to below).  The Principal
and each of the Subsidiary Guarantors are sometimes hereinafter referred to
individually as a "Contributing Party" and collectively as the
"Contributing Parties").



                         W I T N E S S E T H :

     WHEREAS, pursuant to that certain Amended And Restated Credit
Agreement dated as of November 15, 2000, among the Principal,  AMLI
Management Company, a Delaware corporation, AMLI Residential Construction
LLC, a Delaware limited liability company (collectively, the "Borrowers"),
the Banks (as defined in the Credit Agreement), Wachovia Bank, N.A., as
Administrative Agent, Bank One, NA, as Syndication Agent and PNC Bank,
National Association, as Documentation Agent (such agreement, as amended as
of the date hereof and as the same may from time to time be amended,
modified, restated or extended, being hereinafter referred to as the
"Credit Agreement"; capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement), the Banks have agreed to extend
financial accommodations to the Principal;

     WHEREAS, Section 5.28 of the Credit Agreement requires that the
Guarantor execute and deliver that certain Guaranty, dated as of even date
herewith (such agreement, as the same may from time to time be amended,
modified, restated or extended, being hereinafter referred to as the
"Guaranty"), pursuant to which, among other things, the Guarantor and,
together with other Guarantors which become such as contemplated in the
last paragraph hereof, have jointly and severally agreed to guarantee the
"Guaranteed Obligations" (as defined in the Guaranty); and

     WHEREAS, each Guarantor is a direct or indirect subsidiary of the
Principal and is engaged in businesses related to those of the Principal
and each other Guarantor, and each of the Guarantors will derive direct or
indirect economic benefit from the effectiveness and existence of the
Credit Agreement;

     NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, and to induce each Guarantor to enter into the
Guaranty, it is agreed as follows:

     To the extent that any Guarantor shall, under the Guaranty, make a
payment (a "Guarantor Payment") of a portion of the Guaranteed Obligations,
then, without limiting its rights of subrogation against the principal,
such Guarantor shall be entitled to contribution and indemnification from,
and be reimbursed by, each of the other Contributing Parties in an amount,
for each such Contributing Party, equal to a fraction of such Guarantor
Payment, the numerator of which fraction is such Contributing Party's
Allocable Amount and the denominator of which is the sum of the Allocable
Amounts of all of the Contributing Parties.



<PAGE>


     As of any date of determination, the "Allocable Amount" of each
Contributing Party shall be equal to the maximum amount of liability which
could be asserted against such Contributing Party hereunder with respect to
the applicable Guarantor Payment without (i) rendering such Contributing
Party "insolvent" within the meaning of Section 101(31) of the Federal
Bankruptcy Code (the "Bankruptcy Code") or Section 2 of either the Uniform
Fraudulent Transfer Act (the "UFTA") or the Uniform Fraudulent Conveyance
Act (the "UFCA"), (ii) leaving such Contributing Party with unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code or
Section 4 of the UFTA or Section 5 of the UFCA, or (iii) leaving such
Contributing Party unable to pay its debts as they become due within the
meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or
Section 6 of the UFCA.

     This Agreement is intended only to define the relative rights of the
Contributing Parties, and nothing set forth in this Agreement is intended
to or shall impair the obligations of the Guarantors, jointly and
severally, to pay any amounts, as and when the same shall become due and
payable in accordance with the terms of the Guaranty.

     The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets in favor of each
Guarantor to which such contribution and indemnification is owing.

     This Agreement shall become effective upon its execution by each of
the Contributing Parties and shall continue in full force and effect and
may not be terminated or otherwise revoked by any Contributing Party until
all of the Guaranteed Obligations shall have been indefeasibly paid in full
(in lawful money of the United States of America) and discharged and the
Credit Agreement and financing arrangements evidenced and governed by the
Credit Agreement shall have been terminated.  Each Contributing Party
agrees that if, notwithstanding the foregoing, such Contributing Party
shall have any right under applicable law to terminate or revoke this
Agreement, and such Contributing Party shall attempt to exercise such
right, then such termination or revocation shall not be effective until a
written notice of such revocation or termination, specifically referring
hereto and signed by such Contributing Party, is actually received by each
of the other Contributing Parties and by the Administrative Agent at its
notice address set forth in the Credit Agreement.  Such notice shall not
affect the right or power of any Contributing Party to enforce rights
arising prior to receipt of such written notice by each of the other
Contributing Parties and the Administrative Agent.  If any Bank grants
additional loans to the Principal or takes other action giving rise to
additional Guaranteed Obligations after any Contributing Party has
exercised any right to terminate or revoke this Agreement but before the
Administrative Agent receives such written notice, the rights of each other
Contributing Party to contribution and indemnification hereunder in
connection with any Guarantor Payments made with respect to such loans or
Guaranteed Obligations shall be the same as if such termination or
revocation had not occurred.

     Section 5.28 of the Credit Agreement provides that new Subsidiaries,
must become Guarantors by, among other things, executing and delivering to
the Administrative Agent a counterpart of the Guaranty and of this
Contribution Agreement or a joinder agreement with respect thereto.  Any
Subsidiary which executes and delivers to the Administrative Agent a
counterpart of the Guaranty and of this Contribution Agreement  or a
joinder agreement with respect thereto shall be a Guarantor for all
purposes hereunder.   Under certain circumstances described in the last
sentence of Section 5.05 of the Credit Agreement, Guarantors may obtain
from the Administrative Agent a written release from the Guaranty pursuant
to the provisions of such sentence, and upon obtaining such written
release, any such Subsidiary shall no longer be a Guarantor or Contributing
Party hereunder, and such release shall automatically and without further
action constitute a release by each other Contributing Party of all
obligations of such Subsidiary hereunder.  Each other Guarantor consents
and agrees to any such release and agrees that no such release shall affect
its obligations hereunder, except as to the Subsidiary so released.


<PAGE>


     IN WITNESS WHEREOF, each Contributing Party has executed and
delivered this Agreement, under seal, as of the date first above written.



                      AMLI RESIDENTIAL PROPERTIES, L.P.
                      (SEAL)

                      By:   AMLI RESIDENTIAL PROPERTIES
                            TRUST, a Maryland real estate investment
                            trust, its General Partner


                            By:
                            Title:


                            By:
                            Title:



<PAGE>


                               EXHIBIT M
                               ---------


MONEY MARKET QUOTE REQUEST


Wachovia Bank, N.A.,
    as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group


Re:  MONEY MARKET QUOTE REQUEST


     This Money Market Quote Request is given in accordance with
Section 2.03 of the Amended And Restated Credit Agreement dated as of
November 15, 2000 (together with all amendments and modifications thereto,
the "Credit Agreement") among AMLI Residential Properties, L.P., a Delaware
limited partnership,  AMLI Management Company, a Delaware corporation, AMLI
Residential Construction LLC, a Delaware limited liability company
(collectively, the "Borrowers"), the Banks (as defined in the Credit
Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank One, NA, as
Syndication Agent and PNC Bank, National Association, as Documentation
Agent.  Terms defined in the Credit Agreement are used herein as defined
therein.

     The Undersigned Borrower hereby requests that the Administrative
Agent obtain quotes for a Money Market Borrowing based upon the following:

     1.    The proposed date of the Money Market Borrowing shall be
______________, 19_____ (the "Money Market Borrowing Date").(1) *

     2.    The aggregate amount of the Money Market Borrowing shall be
$______. (2)

     3.    The Stated Maturity Date(s) applicable to the Money Market
Borrowing shall be ____ days. (3)



* All numbered footnotes appear on the last page of this EXHIBIT M.



<PAGE>


                      [AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership

                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner]


                      [AMLI MANAGEMENT COMPANY, a Delaware corporation
                      [AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company]

                      By:
                      Title:


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


     (1)   The date must be a Euro-Dollar Business Day.

     (2)   The amount of the Money Market Borrowing is subject to
Section 2.03(a) and (b).

     (3)   The Stated Maturity Dates are subject to Section 2.03(b)(iii).
The Undersigned Borrower may request that up to 2 different Stated Maturity
Dates be applicable to any Money Market Borrowing, PROVIDED that (i) each
such Stated Maturity Date shall be deemed to be a separate Money Market
Quote Request and (ii) the Undersigned Borrower shall specify the amounts
of such Money Market Borrowing to be subject to each such different Stated
Maturity Date.




<PAGE>


                               EXHIBIT N
                               ---------


MONEY MARKET QUOTE
------------------


Wachovia Bank, N.A.,
    as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attention: Syndications Group


Re:  Money Market Quote to ______________


     This Money Market Quote is given in accordance with
Section 2.03(c)(ii) of the Amended And Restated Credit Agreement dated as
of November 15, 2000 (together with all amendments and modifications
thereto, the "Credit Agreement") among AMLI Residential Properties, L.P., a
Delaware limited partnership,  AMLI Management Company, a Delaware
corporation, AMLI Residential Construction LLC, a Delaware limited
liability company (collectively, the "Borrowers"), the Banks (as defined in
the Credit Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank
One, NA, as Syndication Agent and PNC Bank, National Association, as
Documentation Agent.  Terms defined in the Credit Agreement are used herein
as defined therein.

     In response to the [Parent's] [AMLI Management's] [AMLI
Construction's] Money Market Quote Request dated __________, 19____, we
hereby make the following Money Market Quote on the following terms:


1.   Quoting Bank:

2.   Person to contact at Quoting Bank:

3.   Date of Money Market Borrowing:(1)*

4.   We hereby offer to make Money Market Loan(s) in the following maximum
principal amounts for the following Interest Periods and at the following
rates:

     Maximum                Stated
     Principal              Maturity         Rate Per
     Amount (2)             Date (3)         Annum (4)
     ----------             --------         ---------



   *  All numbered footnotes appear on the last page of this EXHIBIT N.


<PAGE>


     We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit
Agreement, irrevocably obligate(s) us to make the Money Market Loan(s) for
which any offer(s) [is] [are] accepted, in whole or in part (subject to the
last sentence of Section 2.03(c)(i) of the Credit Agreement).


                            Very truly yours,

                            [Name of Bank]

                 Dated:     By:

                 ________________________________
                 Authorized Officer


                 Officer:

                 ________________________________




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

     1     As specified in the related Money Market Quote Request.

     2     The principal amount bid for each Stated Maturity Date may not
exceed the principal amount requested.  Money Market Quotes must be made
for at least $1,000,000 or a larger integral multiple of $500,000.

     3     The Stated Maturity Dates are subject to Section 2.03(b)(ii).

     4     Subject to Section 2.03(c)(ii)(C).




<PAGE>


                               EXHIBIT P
                               ---------


BANK JOINDER AGREEMENT


Dated ___________, ____



     Reference is made to the Amended And Restated Credit Agreement dated
as of November 15, 2000 (together with all amendments and modifications
thereto, the "Credit Agreement") among AMLI Residential Properties, L.P., a
Delaware limited partnership,  AMLI Management Company, a Delaware
corporation, AMLI Residential Construction LLC, a Delaware limited
liability company (collectively, the "Borrowers"), the Banks (as defined in
the Credit Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank
One, NA, as Syndication Agent and PNC Bank, National Association, as
Documentation Agent.  Terms defined in the Credit Agreement are used herein
with the same meaning.

     The undersigned, _________________________ (the "Joining Bank")
desires to join as a Bank under the Credit Agreement pursuant to the
provisions of Section 2.14 thereof, and hereby agree as follows:

     1.    The Joining Bank hereby sets forth its Commitment as a Bank
under the Credit Agreement in the amount of $__________________ and
requests the execution and delivery by the relevant Borrower to it of a
Syndicated Loan Note in that amount and a Money Market Loan Note.

     2.    The Joining Bank (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements
referred to in Section 4.04(a) thereof (or any more recent financial
statements of the Parent delivered pursuant to Section 5.01(a) or
(b) thereof) and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Bank Joinder Agreement; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent 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 action
under the Credit Agreement; (iii) confirms that it is a bank or financial
institution; (iv) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers under the
Credit Agreement as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Bank; (vi) specifies as its Lending Office (and
address for notices) the office set forth beneath its name on the signature
pages hereof, (vii) represents and warrants that the execution, delivery
and performance of this Bank Joinder Agreement are within its powers and
have been duly authorized by all necessary action, (viii) makes the
representation and warranty contained in Section 9.18 of the Credit
Agreement, [and] (ix) agrees that on the Effective Date, it will purchase
participations in the existing Syndicated Loans of the other Banks pursuant
to Section 2.14 of the Credit Agreement [and (x) attaches the forms
prescribed by the Internal Revenue Service of the United States certifying
as to the Assignee's status for purposes of determining exemption from
United States withholding taxes with respect to all payments to be made to
the Assignee under the Credit Agreement and the Notes].

     3.    The Effective Date for this Bank Joinder Agreement shall be
___________, ____ (the "Effective Date"), provided that it has been
executed and accepted by the Co-Lead Arrangers and the relevant Borrower
and delivered to the Administrative Agent.



<PAGE>


     4.    Upon such execution and acceptance by the Co-Lead Arrangers and
the relevant Borrower and delivery to the Administrative Agent, and from
and after the Effective Date, (i) the Assignee shall be a party to the
Credit Agreement.

     5.    This Bank Joinder Agreement shall be governed by, and construed
in accordance with, the laws of the State of Georgia.


                      [NAME OF JOINING BANK]


                      By:
                      Title:


                      Lending Office:
                      [Address]


                      WACHOVIA SECURITIES, INC.,
                      As Co-Lead Arranger


                      By:
                      Title:


                      BANC ONE CAPITAL MARKETS, INC.,
                      As Co-Lead Arranger


                      By:
                      Title:


                      [AMLI RESIDENTIAL PROPERTIES, L.P.,
                      a Delaware limited partnership


                      By:   AMLI Residential Properties Trust,
                            a Maryland real estate investment trust,
                            its General Partner]


                      [AMLI MANAGEMENT COMPANY, a Delaware corporation


                      [AMLI RESIDENTIAL CONSTRUCTION LLC,
                      a Delaware limited liability company]


                      By:
                      Title:




<PAGE>


                               EXHIBIT Q
                               ---------


FORM OF DESIGNATION AGREEMENT
-----------------------------


Dated __________________, _______


     Reference is made to the Amended And Restated Credit Agreement dated
as of November 15, 2000 among AMLI Residential Properties, L.P., a Delaware
limited partnership,  AMLI Management Company, a Delaware corporation, AMLI
Residential Construction LLC, a Delaware limited liability company
(collectively, the "Borrowers"), the Banks (as defined in the Credit
Agreement), Wachovia Bank, N.A., as Administrative Agent, Bank One, NA, as
Syndication Agent and PNC Bank, National Association, as Documentation
Agent (as amended prior to the date hereof and as it may hereafter be
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement").  Terms defined in the Credit Agreement are used herein with
the same meaning.

     [NAME OF DESIGNATING BANK] (the "Designating Bank") and [NAME OF
DESIGNEE] (the "Designee") agree as follows:

     1.    Pursuant to Section 9.08(g) of the Credit Agreement, the
Designating Bank hereby designates the Designee, and the Designee hereby
accepts such designation, to have a right to make Money Market Loans
pursuant to Section 2.03(h) of the Credit Agreement.  Any assignment by
Designating Bank to Designee of its rights to make a Money Market Loan
pursuant to such Section 2.03(h) shall be effective at the time of the
funding of such Money Market Loan and not before such time.

     2.    Except as set forth in Section 7, below, the Designating Bank
makes no representation or warranty and assumes no responsibility pursuant
to this Designation Agreement with respect to (a) any statements,
warranties or representations made in or in connection with any Loan
Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Loan Document or any other instrument and
document furnished pursuant thereto and (b) the financial condition of the
Borrowers or the performance or observance by the Borrowers of any of its
obligations under any Loan Document or any other instrument or document
furnished pursuant thereto.

     3.    The Designee (a) confirms that it has received a copy of each
Loan Document, together with copies of the financial statements referred to
in Sections 4.04 and 5.01(a) and (b) (for periods for which such financial
statements are available) of the Credit Agreement and such other documents
and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Designation Agreement; (b) agrees
that it will independently and without reliance upon the Administrative
Agent, the Designating Bank 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 action under any Loan
Document; (c) confirms that it is a Designated Bank; (d) appoints and
authorizes the Administrative Agent to take such action as the
Administrative Agent on its behalf and to exercise such powers and
discretion under any Loan Document as are delegated to the Administrative
Agent by the terms thereof, together with such powers and discretion as are
reasonably incidental thereto; and (e) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of
any Loan Document are required to be performed by it as a Bank.



<PAGE>


     4.    The Designee hereby appoints  the Designating Bank as
Designee's agent and attorney in fact and grants to the Designating Bank an
irrevocable power of attorney, coupled with an interest, to receive
payments made for the benefit of Designee under the Credit Agreement, to
deliver and receive all communications and notices under the Credit
Agreement and other Loan Documents and to exercise on Designee's behalf all
rights to vote and to grant and make approvals, waivers, consent of
amendments to or under the Credit Agreement or other Loan Documents.  Any
document executed by such agent on the Designee's behalf in connection with
the Credit Agreement or other Loan Documents shall be binding on the
Designee.  The Borrowers,  the Administrative Agent and each of the Banks
may rely on and are beneficiaries of the preceding provisions.

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

     6.    The Designating Bank and, by execution of their respective
acknowledgments below, the relevant Borrower and the Administrative Agent,
each hereby (i) acknowledges that the Designee is relying on the non-
petition provisions of Section 9.19 of the Credit Agreement as agreed to by
all signatories thereto and (ii) reaffirms that it will not institute
against the Designee or join any other Person in instituting against the
Designee any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any federal or state bankruptcy or similar
law for one year and done day after the payment in full of the latest
maturing commercial paper note issued by the Designee.

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

     8.    Upon such acceptance and recording by the Administrative Agent,
as of the Effective Date, the Designee shall be a party to the Credit
Agreement with a right to make Money Market Loans as a Designated Bank
pursuant to Section 2.03(h) of the Credit Agreement and the rights and
obligations of a Designated Bank related thereto; provided, however, that
the Designee shall not be required to make payments with respect to such
obligations except to the extent of excess cash flow of the Designee which
is not otherwise required to repay obligations of the Designee Bank which
is not otherwise required to repay obligations of the Designee Bank which
are then due and payable.  Notwithstanding the foregoing, the Designating
Bank shall be and remain obligated to the relevant Borrower, the
Administrative Agent and the Banks for each and every of the obligations of
the Designee and the Designating Bank with respect to the Credit Agreement,
including, without limitation, any indemnification obligations under
Section 7.05 of the Credit Agreement and any sums otherwise payable to the
relevant Borrower by the Designee.

     9.    This Designation Agreement shall be governed by and construed
in accordance with the laws of the State of [Georgia][New York][other
jurisdiction chosen by Designating Bank and Designated Bank].



<PAGE>


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


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


                      [NAME OF DESIGNATING BANK]
                      as Designating Bank


                      By;
                      Title:


                      [NAME OF DESIGNEE], as Designee

                      By:
                      Title:


                      Lending Office (and address for notices):



Acknowledged this ____ day        Acknowledged this ____ day
of ______________ ____, 19__      of ______________ __, 19__
(the Effective Date)


WACHOVIA BANK, NA
As the Administrative Agent       as the Borrower

By:                               By:
Title                             Title:



<PAGE>


                             SCHEDULE 4.08
                             -------------


SUBSIDIARIES AND CO-INVESTMENT PARTNERSHIPS


SUBSIDIARIES:
------------

NAME:JURISDICTION OF CREATION
-------------------------------

1.   Laurel Park Venture                           Georgia
2.   Park Creek-Gainsville, L.L.C.                 Georgia
3.   Lantana Apartments, Ltd.                      Texas
4.   Windsor Plano Partners, Ltd.                  Texas
5.   AMLI at Conner Farms, L.P.                    Delaware
6.   Clairmont, L.P.                               Delaware


CO-INVESTMENT PARTNERSHIPS:
--------------------------

NAME:  JURISDICTION OF CREATION
--------------------------------

1.   AMLI Foundation Co-Investors-II, L.P. -
     Greenwood Forest                              Delaware
2.   AMLI at Champions, L.P. - Park at Champions
     and Champions Centre (Houston, Texas)         Texas
3.   AMLI at Chevy Chase, L.P.Illinois
4.   AMLI at River Exchange Limited Liability
     Company                                       Delaware
5.   AMLI at Willeo Creek, L.P.                    Georgia
6.   AMLI at Windbrooke, L.P.                      Illinois
7.   Barrett Lakes Limited Liability Company       Delaware
8.   Gardner Drive L.L.C. - Northwinds Apartments
     (Alpharetta, GA)                              Delaware
9.   Pleasant Hill Joint Venture                   Georgia
10.  Acquiport/Aurora Crossing, L.P.               Delaware
11.  Acquiport/Fossil Creek, L.P.                  Delaware
12.  Acquiport/Clearwater, L.P.                    Delaware
13.  Acquiport/Wynnewood Farms, L.P.               Delaware
14.  Acquiport/Monterey Oaks, L.P.                 Delaware
15.  Acquiport/St. Charles, L.P.                   Delaware
16.  Acquiport/Park Bridge, L.P.                   Delaware
17.  AMLI at Danada, L.L.C                         Illinois
18.  AMLI at Regents Crest, L.P.                   Delaware
19.  AMLI Castle Creek, L.P.                       Delaware
20.  AMLI Creekside, L.P.                          Delaware
21.  AMLI at Verandah, L.P.                        Delaware
22.  AMLI at Willowbrook, L.P                      Illinois
23.  Wells Oakhurst, L.P                           Delaware
24.  AMLI Towne Creek Crossing Ltd. Partnership -
     Towne Creek Crossing (Gainesville, Georgia)   Georgia
25.  Timberglen, L.P.                              Delaware
26.  Park Creek - Old Mill, L.P.                   Georgia
27.  AMLIWS Deerfield, L.P.                        Texas
28.  AMLIWS Parkway, L. P.                         Texas
29.  Landmark at Spring Mill, L.L.C.               Delaware
30.  AMLI at Mill Creek, L.L.C.                    Delaware
31.  AMLIWS Summit Ridge, L.L.C.                   Missouri
32.  AMLI/BPMT Prestonwood Hills Partnership       Delaware
33.  Prestonwood Hills REIT II                     Maryland


<PAGE>


34.  AMLI/BPMT On The Green Partnership            Delaware
35.  On The Green REIT II                          Maryland
36.  AMLI Residential Construction, L.P.           Delaware
37.  AMLI at Cambridge Square, L.P.                Delaware
38.  AMLI at Oakbend, L.P.                         Delaware
39.  AMLI Residential Construction LLC             Delaware
40.  AMLI at Peachtree City, LLC                   Delaware
41.  AMLI at Peachtree City - Phase I, LLC         Georgia
42.  AMLI at Peachtree City - Phase II, LLC        Georgia
43.  AMLI at Cambridge Square, LLC                 Delaware
44.  AMLI at Seven Bridges, L.P.                   Delaware
45.  AMLI at Milton Park, LLC                      Delaware
46.  Midtown REIT                                  Maryland
47.  AMLI/BPMT Midtown Partnership                 Delaware
48.  Frankford REIT                                Maryland
49.  AMLI/BPMT Frankford Partnership               Delaware
50.  Southern REIT                                 Maryland
51.  AMLI/BPMT Scofield Partnership                Delaware
52.  Breckinridge REIT                             Maryland
53.  AMLI/BPMT Breckinridge Partnership            Delaware





<PAGE>


                             SCHEDULE 4.14
                             -------------

                     [TO BE UPDATED BY THE PARENT]



                         ENVIRONMENTAL MATTERS


                                 None


<PAGE>


                             SCHEDULE 5.17
                             -------------


                       EXISTING INVESTMENTS (1)


     Real Estate Tax Escrow Deposits   $  768,627
     Earnest Money Deposits            $5,070,000
     Notes Receivable-Co-Investments   $3,618,585
     Note Receivable-Pope & Land       $3,077,221
     Restricted Cash                   $1,313,129
     Security Deposits                 $1,491,000