<PAGE>   1
                                                                   EXHIBIT 10.24

                                                                  EXECUTION COPY


                             PLD EUROPE FINANCE B.V.
                                       and
                               PLD UK FINANCE B.V.
                              as Original Borrowers



                                 PROLOGIS TRUST
                                  as Guarantor



                               ABN AMRO BANK N.V.
                                   as Arranger
                                       and
                                SOCIETE GENERALE
                                 as Co-Arranger



                               ABN AMRO BANK N.V.
                                    as Agent

                               ABN AMRO BANK N.V.
                               as L/C Issuing Bank

                                       and


                                    THE BANKS
                               (as defined herein)


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

                                EURO 325,000,000

                MULTICURRENCY REVOLVING CREDIT FACILITY AGREEMENT

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

                                 CLIFFORD CHANCE


<PAGE>   2
                                    CONTENTS

<TABLE>
<CAPTION>
         CLAUSE                                                                                         PAGE
<S>                 <C>                                                                                 <C>
         1.         DEFINITIONS AND INTERPRETATION......................................................  1
         2.         THE FACILITY........................................................................ 17
         3.         UTILISATION OF THE FACILITY......................................................... 18
         4.         PAYMENT AND CALCULATION OF INTEREST................................................. 22
         5.         LETTER OF CREDIT COMMISSION AND L/C ISSUING BANK FEE................................ 22
         6.         MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES.................................... 24
         7.         NOTIFICATION........................................................................ 25
         8.         REPAYMENT........................................................................... 26
         9.         BORROWERS' LIABILITIES IN RELATION TO LETTERS OF CREDIT............................. 27
         10.        CANCELLATION, VOLUNTARY PREPAYMENT AND EXTENSION.................................... 29
         11.        TAXES............................................................................... 31
         12.        TAX RECEIPTS........................................................................ 33
         13.        INCREASED COSTS..................................................................... 34
         14.        ILLEGALITY.......................................................................... 36
         15.        MITIGATION.......................................................................... 36
         16.        REPRESENTATIONS..................................................................... 37
         17.        FINANCIAL INFORMATION............................................................... 43
         18.        FINANCIAL CONDITION................................................................. 45
         19.        COVENANTS........................................................................... 50
         20.        EVENTS OF DEFAULT................................................................... 54
         21.        GUARANTEE AND INDEMNITY............................................................. 59
         22.        COMMITMENT COMMISSION AND FEES...................................................... 61
         23.        COSTS AND EXPENSES.................................................................. 62
         24.        DEFAULT INTEREST AND BREAK COSTS.................................................... 63
         25.        GUARANTOR'S INDEMNITIES............................................................. 64
         26.        CURRENCY OF ACCOUNT AND PAYMENT..................................................... 65
         27.        PAYMENTS............................................................................ 66
         28.        SET-OFF............................................................................. 68
         29.        SHARING............................................................................. 68
         30.        THE AGENT, THE ARRANGERS, THE BANKS AND THE L/C ISSUING BANK........................ 69
         31.        THE BANKS AND THE L/C ISSUING BANK.................................................. 74
         32.        ASSIGNMENTS AND TRANSFERS........................................................... 75
         33.        CALCULATIONS AND EVIDENCE OF DEBT................................................... 78
         34.        ADDITIONAL BORROWERS................................................................ 80
         35.        REMEDIES AND WAIVERS, PARTIAL INVALIDITY............................................ 80
         36.        NOTICES............................................................................. 81
         37.        COUNTERPARTS........................................................................ 82
         38.        AMENDMENTS.......................................................................... 82
         39.        GOVERNING LAW....................................................................... 83
         40.        JURISDICTION........................................................................ 83
</TABLE>


                                       2

<PAGE>   3



THE SCHEDULES

<TABLE>
<S>                 <C>    <C>
Schedule 1          :       The Banks
Schedule 2          :       Form of Transfer Certificate
Schedule 3          :       Part A - Initial Conditions Precedent
                            Part B - Additional Conditions Precedent
Schedule 4          :       Notice of Drawdown
Schedule 5          :       Form of Compliance Certificate
Schedule 6          :       Consolidated and Unconsolidated Affiliates
Schedule 7          :       Form of Borrower Accession Agreement
Schedule 8          :       Mandatory Costs
</TABLE>


                                       3

<PAGE>   4



THIS AGREEMENT is made on 17 December 1999

BETWEEN

(1)      PLD EUROPE FINANCE B.V. ("PLD EUROPE") and PLD UK FINANCE B.V. ("PLD
         UK") (each an "ORIGINAL BORROWER", together the "ORIGINAL BORROWERS");

(2)      PROLOGIS TRUST (the "GUARANTOR");

(3)      ABN AMRO BANK N.V. (the "ARRANGER") and SOCIETE GENERALE (the
         "CO-ARRANGER") as arranger and co-arranger of the Facility;

(4)      ABN AMRO BANK N.V. as agent for the Banks (the "AGENT");

(5)      ABN AMRO BANK N.V. as letter of credit issuing bank (the "L/C ISSUING
         BANK"); and

(6)      THE BANKS (as defined below).


IT IS AGREED as follows.


1.       DEFINITIONS AND INTERPRETATION

1.1      DEFINITIONS
         In this Agreement:

         "ADDITIONAL BORROWER" means any wholly-owned subsidiary of the
         Guarantor which becomes a Borrower pursuant to and in accordance with
         the provisions of Clause 34 (Additional Borrowers).

         "ADVANCE" means an advance made or to be made by the Banks hereunder
         pursuant to Clause 3 (Utilisation of the Facility).

         "APPLICABLE MARGIN" and "L/C COMMISSION RATE" means, at any time, the
         percentage rate per annum set out in the table below alongside the S&P
         Rating, the Moody's Rating and the D&P Rating (or, if only two Ratings
         are available, alongside the two Ratings which are available) which is
         applicable to the Guarantor at such time. In the event of a split
         Rating, the applicable margin will be determined by reference to the
         lower of the higher two Ratings (or, if only two Ratings are available,
         the lower Rating):

<TABLE>
<CAPTION>
         S&P Rating    Moody's Rating      D&P Rating      Applicable Margin/
                                                           L/C Commission Rate
<S>                    <C>                 <C>             <C>
         BBB+          Baa1                BBB+            0.75 per cent.
         BBB           Baa2                BBB             0.85 per cent.
         BBB-          Baa3                BBB-            0.95 per cent.
</TABLE>

         "AUTHORISED SIGNATORY" means, in relation to an Obligor or proposed
         Obligor, any person

<PAGE>   5

         who is duly authorised (in such manner as may be reasonably acceptable
         to the Agent) and in respect of whom the Agent has received a
         certificate signed by a director or another Authorised Signatory of
         such Obligor or proposed Obligor setting out the name and signature of
         such person and confirming such person's authority to act.

         "AVAILABLE COMMITMENT" means, in relation to a Bank at any time and
         save as otherwise provided herein, its Commitment at such time LESS the
         aggregate of its portions of the Euro Amounts of the Outstandings at
         such time PROVIDED THAT such amount shall not be less than zero.

         "AVAILABLE FACILITY" means, at any time, the aggregate amount of the
         Available Commitments adjusted, in the case of any proposed
         utilisation, so as to take into account:

         (a)      any reduction in the Commitment of a Bank pursuant to the
                  terms hereof;

         (b)      the Euro Amount of any Advance and/or Letter of Credit which,
                  pursuant to any other utilisation, is to be made and/or
                  issued; and

         (c)      the Euro Amount of any Advance and/or Letter of Credit which
                  is due to be repaid or expire,

         on or before the proposed Utilisation Date relating to such
         utilisation.

         "BANK" means any financial institution:

         (a)      named in Schedule 1 (The Banks); or

         (b)      which has become a party hereto in accordance with Clause 32.4
                  (Assignments by Banks) or Clause 32.5 (Transfers by Banks),

         and which has not ceased to be a party hereto in accordance with the
         terms hereof.

         "BORROWERS" means the Original Borrowers and each Additional Borrower,
         (and "BORROWER" means any one of them).

         "BORROWER ACCESSION AGREEMENT" means an accession agreement entered
         into by an Additional Borrower pursuant to Clause 34 (Additional
         Borrowers) substantially in the form set out in Schedule 7 (Form of
         Borrower Accession Agreement).

         "BUSINESS DAY" means a day (other than a Saturday or Sunday) (a) on
         which banks generally are open for business in Amsterdam and Brussels,
         (b) in relation to a payment of or a rate fixing relating to euros,
         which is a TARGET Day and (c) in relation to a date for the payment or
         purchase of any sum denominated in an Optional Currency, on which banks
         generally are open for business in London and the principal financial
         centre of the country of such Optional Currency.


                                       2
<PAGE>   6

         "CASH COLLATERAL" means, in relation to any Letter of Credit or L/C
         Proportion of a Letter of Credit, a deposit in such interest-bearing
         account or accounts as the Agent may specify, such deposit and account
         to be secured in favour of, and on terms and conditions acceptable to,
         the Agent.

         "CHANGE OF CONTROL" means a person or group of persons acting together
         with a common purpose becoming entitled to exercise, directly or
         indirectly, the majority of the voting rights attaching to the ordinary
         issued share capital of a Borrower or the Guarantor where such person
         or group of persons was not previously so entitled.

         "COMMITMENT" means, in relation to a Bank at any time and save as
         otherwise provided herein, the amount set opposite its name in Schedule
         1 (The Banks), or in the case of a Transferee, the amount set out in
         the schedule to the relevant transfer certificate as being transferred
         to that Transferee, as transferred (in whole or part), reduced, varied,
         cancelled or terminated under this Agreement.

         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 5 (Form of Compliance Certificate).

         "COMPUTER SYSTEM" means any business critical computer hardware or
         software or any computer equipment operated by electronic means.

         "CONSOLIDATED AFFILIATE" means, with respect to the Guarantor, any
         person in whom any member of the Group holds an equity or ownership
         interest and whose financial results would be consolidated under GAAP
         with the financial results of the Guarantor on the consolidated
         financial statements of the Guarantor (and "CONSOLIDATED AFFILIATES"
         means all of them).

         "D&P" means Duff & Phelps Credit Rating Co.

         "DISPUTE" means any dispute referred to in Clause 40 (Jurisdiction).

         "DISTRIBUTION" means, with respect to any Stock of any person, (a) the
         retirement, redemption, purchase, or other acquisition for value of
         such Stock by such person, (b) the declaration or payment of any
         dividend on or with respect to such Stock by such person, (c) any loan
         or advance by that person to, or other investment by that person in,
         the holder of any of such Stock, or (d) any other payment by that
         person with respect to such Stock.

         "EMU" means Economic and Monetary Union as contemplated in the Treaty
         establishing the European Community (signed in Rome on 25 March 1957)
         and amended by the Treaty on European Union (signed in Maastricht on 7
         February 1992), as amended from time to time.

         "ENCUMBRANCE" means (a) a mortgage, charge, pledge, lien or other
         encumbrance securing


                                       3

<PAGE>   7

         any obligation of any person or (b) any other type of preferential
         arrangement (including any title transfer and retention arrangement)
         having a similar effect.

         "ENVIRONMENTAL CLAIM" means any claim or proceedings by any person
         pursuant to any Environmental Law.

         "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction in
         which any member of the Group conducts business which relates to the
         pollution or protection of the environment or harm to or the protection
         of human health.

         "ENVIRONMENTAL PERMITS" means any permit, licence, consent, approval
         and other authorisation and the filing of any notification, report or
         assessment required under any Environmental Law for the operation of
         the business of any member of the Group conducted on or from the
         properties owned or used by the relevant member of the Group.

         "ERISA" means the United States Employee Retirement Income Security Act
         of 1974 (as amended) and the rules and regulations promulgated
         thereunder.

         "ERISA AFFILIATE" means any trade or business (whether or not
         incorporated) which, together with the Guarantor, is treated as a
         single employer under Section 414(b) or (c) of the United States
         Internal Revenue Code of 1986, as amended, and the rules and
         regulations promulgated thereunder.

         "EURIBOR" means, in relation to any amount to be advanced to or owing
         by an Obligor hereunder on which interest for a given period is to
         accrue:

         (a)      the percentage rate per annum equal to the offered quotation
                  which appears on the page of the Telerate Screen which
                  displays the rate of the Banking Federation of the European
                  Union for the euro (being currently page "248") for such
                  period at or about 11.00 a.m. (Brussels time) on the Quotation
                  Date for such period or, if such page or such service shall
                  cease to be available, such other page or such other service
                  for the purpose of displaying an average rate of the Banking
                  Federation of the European Union as the Agent, after
                  consultation with the Banks and the Guarantor, shall select;
                  or

         (b)      if no quotation for the euro for the relevant period is
                  displayed and the Agent has not selected an alternative
                  service on which a quotation is displayed, the arithmetic mean
                  (rounded upwards to four decimal places) of the rates (as
                  notified to the Agent) at which each of the Reference Banks
                  was offering to prime banks in the European Interbank Market
                  deposits in euro of an equivalent amount for such period at or
                  about 11.00 a.m. (Brussels time) on the Quotation Date for
                  such period.

         "EURO AMOUNT" means:


                                       4
<PAGE>   8

         (a)      in relation to any Advance, its Original Euro Amount as
                  reduced by the proportion (if any) of such Advance which has
                  been repaid;

         (b)      in relation to any Letter of Credit, if such Letter of Credit
                  is denominated in euro, the maximum actual and contingent
                  liability of the L/C Issuing Bank thereunder or in respect
                  thereof; and

         (c)      in relation to any Letter of Credit, if such Letter of Credit
                  is denominated in an Optional Currency, the equivalent in euro
                  of the maximum actual and contingent liability of the L/C
                  Issuing Bank thereunder or in respect thereof, calculated as
                  at the later of the date which falls (i) two Business Days
                  before its issue date or any renewal date or (ii) on the most
                  recent L/C Valuation Date; and

         (d)      in relation to the Outstandings, the aggregate of the Euro
                  Amounts of each outstanding Advance and Letter of Credit.

         "EVENT OF DEFAULT" means any circumstance described as such in Clause
         20 (Events of Default).

         "EXPIRY DATE" means, in relation to any Letter of Credit, the date on
         which the maximum aggregate liability thereunder is to be reduced to
         zero.

         "EXTENDED MATURITY DATE" means the day which falls twelve months after
         the Final Maturity Date.

         "FACILITY" means the multicurrency revolving credit facility granted to
         the Borrowers in this Agreement.

         "FACILITY DOCUMENTS" means this Agreement, each Borrower Accession
         Agreement and any other agreement or document, deed, notice or
         certificate entered into or executed by any of the Obligors pursuant to
         the terms hereof or thereof or otherwise in connection herewith or
         therewith together with all amendments and supplements to any of the
         foregoing (and "FACILITY DOCUMENT" shall be construed accordingly).

         "FACILITY OFFICE" means, in relation to the Agent, the office
         identified with its signature below or such other office as it may
         select by notice and, in relation to any Bank, the office notified by
         it to the Agent in writing prior to the date hereof (or, in the case of
         a Transferee, at the end of the Transfer Certificate to which it is a
         party as Transferee) or such other office as it may from time to time
         select by notice to the Agent.

         "FINAL MATURITY DATE" means the day which falls 48 months after the
         date hereof.

         "FINANCE PARTIES" means the Agent, the Arrangers, the L/C Issuing Bank
         and the Banks.



                                       5
<PAGE>   9

         "FINANCIAL INDEBTEDNESS" means (without double counting) any
         indebtedness for or in respect of:

         (a)      Indebtedness for Borrowed Money;

         (b)      any documentary credit facility;

         (c)      any interest rate swap, currency swap, forward foreign
                  exchange transaction, cap, floor, collar or option transaction
                  (but excluding, for the avoidance of doubt, any cap or foreign
                  exchange option transaction where no indebtedness is
                  outstanding in relation thereto) or any other treasury
                  transaction or any combination thereof or any other
                  transaction entered into in connection with protection against
                  or benefit from fluctuation in any rate or price (and the
                  amount of the Financial Indebtedness in relation to all such
                  transactions shall be the net amount calculated by reference
                  to the mark-to-market valuations of all such transactions at
                  the relevant time); and

         (d)      any guarantee, indemnity, bond, standby letter of credit or
                  similar instrument for any of the items referred to in
                  paragraphs (a) to (c) above.

         "GAAP" has the meaning given to it in Clause 18.2 (Financial
         Definitions).

         "GROUP" means the Guarantor and its Consolidated Affiliates.

         "INDEBTEDNESS FOR BORROWED MONEY" means (without double counting) any
         indebtedness for or in respect of:

         (a)      moneys borrowed;

         (b)      any amount raised by acceptance under any acceptance credit
                  facility;

         (c)      any amount raised pursuant to any note purchase facility or
                  the issue of bonds, notes, debentures, loan stock or any
                  similar instrument;

         (d)      any amount raised pursuant to any issue of shares which are
                  expressed to be redeemable before the Final Maturity Date (or,
                  if the Final Maturity Date is extended in accordance with the
                  provisions hereof, the Extended Maturity Date);

         (e)      the amount of any liability in respect of any lease or hire
                  purchase contract which would, in accordance with generally
                  accepted accounting principles in the relevant jurisdiction,
                  be treated as a finance or capital lease;

         (f)      the amount of any liability in respect of any advance or
                  deferred purchase agreement if one of the primary reasons for
                  entering into such agreement is to raise finance;


                                       6
<PAGE>   10


         (g)      receivables sold or discounted (other than on a non-recourse
                  basis);

         (h)      any agreement or option to re-acquire an asset if one of the
                  primary reasons for entering into such agreement or option is
                  to raise finance;

         (i)      any amount raised under any other transaction (including any
                  forward sale or purchase agreement) having the commercial
                  effect of a borrowing; and

         (j)      the amount of any liability in respect of any guarantee or
                  indemnity for any of the items referred to in paragraphs (a)
                  to (i) above.

         "INFORMATION MEMORANDUM" means the document concerning the Obligors
         which, at their request and on their behalf, was prepared in relation
         to this transaction and distributed by the Arrangers to selected banks
         during November 1999.

         "INSTRUCTING GROUP" means, save as otherwise provided herein:

         (a)      whilst there are no Outstandings, a Bank or Banks whose
                  Commitments amount (or, if each Bank's Commitment has been
                  reduced to zero, did immediately before such reduction to
                  zero, amount) in aggregate to more than sixty-six and two
                  thirds per cent. of the Total Commitments; and

         (b)      whilst there are Outstandings, a Bank or Banks to whom in
                  aggregate more than sixty-six and two thirds per cent. of the
                  Outstandings is owed.

         "I.R.C." means the United States Internal Revenue Code of 1986, as
         amended.

         "L/C AMOUNT" means:

         (a)      each sum paid or due and payable by the L/C Issuing Bank to
                  the beneficiary of a Letter of Credit pursuant to the terms of
                  such Letter of Credit; and

         (b)      all liabilities, costs (including, without limitation, any
                  costs incurred in funding any amount which falls due from the
                  L/C Issuing Bank under a Letter of Credit), claims, losses and
                  expenses which the L/C Issuing Bank incurs or sustains in
                  connection with a Letter of Credit,

         in each case which has not been reimbursed pursuant to Clause 9
         (Borrowers' Liabilities in relation to Letters of Credit).

         "L/C COMMISSION RATE" shall have the meaning given thereto in the
         definition of "Applicable Margin".

                                       7

<PAGE>   11

         "L/C ISSUING BANK" means ABN AMRO Bank N.V. or such bank as may be
         appointed as such by the Agent after consultation with the Guarantor.

         "L/C PROPORTION" means, in relation to a Bank in respect of any Letter
         of Credit and save as otherwise provided herein, the proportion
         (expressed as a percentage) borne by such Bank's Available Commitment
         to the Available Facility immediately prior to the issue of such Letter
         of Credit.

         "L/C VALUATION DATE" means the first Business Day which falls six
         months after the date hereof and each day falling at six monthly
         intervals thereafter.

         "LETTER OF CREDIT" means a letter of credit issued or to be issued by
         the L/C Issuing Bank pursuant to Clause 3 (Utilisation of the Facility)
         in a form which is acceptable to the Agent and the relevant L/C Issuing
         Bank.

         "LIBOR" means, in relation to any amount denominated in an Optional
         Currency owed by an Obligor hereunder on which interest for a given
         period is to accrue:

         (a)      the percentage rate per annum equal to the offered quotation
                  which appears on the page of the Telerate Screen which
                  displays an average British Bankers Association Interest
                  Settlement Rate for the currency of the relevant amount (being
                  currently "3740" or, as the case may be, "3750") for such
                  period at or about 11.00 a.m. (London time) on the Quotation
                  Date for such period or, if such page or such service shall
                  cease to be available, such other page or such other service
                  for the purpose of displaying an average British Bankers
                  Association Interest Settlement Rate for such currency as the
                  Agent, after consultation with the Banks and the Guarantor,
                  shall select; or

         (b)      if no quotation for the relevant currency and the relevant
                  period is displayed and the Agent has not selected an
                  alternative service on which a quotation is displayed, the
                  arithmetic mean (rounded upwards to four decimal places) of
                  the rates (as notified to the Agent) at which each of the
                  London Reference Banks was offering to prime banks in the
                  London Interbank Market deposits in the currency of such
                  amount and for such period at or about 11.00 a.m. (London
                  time) on the Quotation Date for such period.

         "MANDATORY COSTS RATE" means the rate determined in accordance with
         Schedule 8 (Mandatory Costs).

         "MATERIAL ADVERSE EFFECT" means any (a) material impairment of the
         ability of the Guarantor to perform any of its payment or other
         material obligations under any Facility Document or (b) material and
         adverse effect on the financial condition of the Group taken as a
         whole.

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



                                       8
<PAGE>   12


         "NATIONSBANK FACILITY AGREEMENT" means the facility agreement dated as
         of 29 March 1999 and made between the Guarantor as borrower and
         NationsBank, N.A., as administrative agent, Commerzbank
         Aktiengesellschaft, New York Branch, as syndication agent, Chase Bank
         of Texas, National Association as documentation agent and the financial
         institutions named therein as lenders, as amended on 19 May 1999,
         pursuant to which the lenders referred to therein agreed to make
         available to the Guarantor a US$550,000,000 facility in accordance with
         the terms thereof.

         "NOTICE OF DRAWDOWN" means a notice substantially in the form set out
         in the Schedule 4 (Notice of Drawdown).

         "OBLIGORS" means the Borrowers and the Guarantor (and "OBLIGOR" means
         any one of them).

         "ORIGINAL BORROWERS" means PLD Europe and PLD UK.

         "OPTIONAL CURRENCY" means sterling and any currency (except euro) which
         is freely transferable and freely convertible into euro, which is
         available to banks in the European Interbank Market and which has been
         previously approved in writing by the Agent (acting on the instructions
         of all the Banks) as an optional currency for the purposes of any
         utilisation at least three Business Days prior to delivery of the
         Notice of Drawdown for such Advance.

         "ORIGINAL EURO AMOUNT" means, in relation to an Advance or Letter of
         Credit, the amount thereof requested in the Notice of Drawdown relating
         thereto (as the same may be reduced pursuant to Clause 3.9 (Reduction
         of Available Commitment)) or, if such Advance or Letter of Credit is
         denominated in an Optional Currency, the equivalent of such amount (as
         the same may be so reduced) in euro, calculated as at the date of such
         Notice of Drawdown.

         "ORIGINAL FINANCIAL STATEMENTS" means:

         (a)      in relation to the Guarantor, its audited consolidated
                  financial statements for its financial year ended 31 December
                  1998;

         (b)      in relation to each Original Borrower, its opening balance
                  sheet as at 31 October 1999 delivered to the Agent pursuant to
                  Clause 2.3 (Conditions Precedent); and

         (c)      in relation to each Additional Borrower, any financial
                  statements in relation to such Additional Borrower required to
                  be delivered pursuant to Schedule 3, Part B (Additional
                  Conditions Precedent).

         "OUTSTANDINGS" means, at any time, the aggregate of the Euro Amounts of
         each outstanding Advance and the Euro Amounts of the maximum actual and
         contingent liabilities of the Banks in respect of each outstanding
         Letter of Credit.


                                       9
<PAGE>   13

         "PARTICIPATING MEMBER STATE" means any member state of the European
         Union which has adopted the euro as its lawful currency at the relevant
         time.

         "PENSION PLAN" means an employee pension or benefit plan covered by
         Title IV of ERISA or any other applicable pension laws established or
         maintained by any member of the Group and any other ERISA Affiliate.

         "PERMITTED DISTRIBUTIONS" means, for the Guarantor for any fiscal year
         of the Guarantor, an amount not to exceed the greater of (a)
         ninety-five per cent. (95%) of Funds from Operations (as defined in
         Clause 18.2 (Financial Definitions)) for such fiscal year and (b) one
         hundred per cent. (100%) of real estate investment trust taxable income
         (as determined under 857 of the I.R.C.) but determined (i) without
         regard to the deduction for dividends paid, (ii) by excluding any net
         capital gain and (iii) by subtracting any "excess noncash income" as
         defined in I.R.C. 857(e) for such fiscal year.

         "PERMITTED ENCUMBRANCE" means:

         (a)      any netting or set-off arrangement entered into by any member
                  of the Group in the normal course of its banking arrangements
                  for the purpose of netting debit and credit balances, or any
                  set-off arrangement which arises by operation of law as a
                  result of any member of the Group opening a bank account;

         (b)      any title transfer or retention of title arrangement entered
                  into by any member of the Group in the normal course of its
                  trading activities on the counterparty's standard or usual
                  terms;

         (c)      any lien arising by operation of law and in the normal course
                  of business;

         (d)      any Encumbrance over goods and documents of title to goods
                  arising out of letter of credit transactions entered into in
                  the ordinary course of business;

         (e)      any Encumbrance resulting from the subordination by a member
                  of the Group of indebtedness due to it from other members of
                  the Group or any third parties;

         (f)      any Encumbrance made to secure payment of workers compensation
                  (or to participate in any fund in connection with workers
                  compensation insurance), unemployment insurance, pensions or
                  social security programs;

         (g)      any lien or other Encumbrance for taxes not yet due and
                  payable or which are being contested in good faith by
                  appropriate proceedings diligently conducted and for which
                  reserves in accordance with generally accepted accounting
                  principles or otherwise reasonably acceptable to the Agent
                  have been provided;


                                       10
<PAGE>   14

         (h)      any Encumbrance securing assessments or charges payable to a
                  property owner association or similar entity, which
                  assessments are not yet due and payable or are being contested
                  in good faith by appropriate proceedings diligently conducted,
                  and for which reserves in accordance with generally accepted
                  accounting principles or otherwise reasonably acceptable to
                  the Agent have been provided;

         (i)      any Encumbrance granted to a member of the Group by any other
                  member of the Group; and

         (j)      any other Encumbrance in respect of Properties or other assets
                  securing Indebtedness (as defined in Clause 18.2 (Financial
                  Definitions)) (where such Encumbrance is not otherwise
                  permitted pursuant to any of paragraphs (a) to (i) above)
                  where the aggregate Indebtedness (as so defined) secured by
                  such Encumbrance, when aggregated with the aggregate of all
                  other Indebtedness (as so defined) secured by any other such
                  Encumbrance not otherwise permitted pursuant to any of
                  paragraphs (a) to (i) above, does not exceed an amount equal
                  to 25% of Total Assets (as defined in Clause 18.2 (Financial
                  Definitions)) of the Guarantor (determined on a consolidated
                  basis).

         "POTENTIAL EVENT OF DEFAULT" means any event which could reasonably be
         expected to become (with the passage of time, the giving of notice, the
         making of any determination hereunder or any combination thereof) an
         Event of Default.

         "PROPERTY" means any and all real property owned by any member of the
         Group or any Unconsolidated Affiliate.

         "PROPORTION" means, in relation to a Bank:

         (a)      whilst no Advance or Letter of Credit is outstanding, the
                  proportion borne by its Commitment to the Total Commitments
                  (or, if the Total Commitments are then zero, by its Commitment
                  to the Total Commitments immediately prior to their reduction
                  to zero); or

         (b)      whilst at least one Advance or Letter of Credit is
                  outstanding, the proportion borne by its share of the Euro
                  Amount of the Outstandings to the Euro Amount of the
                  Outstandings.

         "QUALIFYING LENDER" means any bank in respect of which the relevant
         Borrower will not be obliged to make any withholding or deduction on
         account of tax from payments of interest made to such bank under the
         law of the Relevant Jurisdiction of that Borrower.

         "QUOTATION DATE" means, in relation to any period for which an interest
         rate is to be determined hereunder, the day on which quotations would
         ordinarily be given by prime


                                       11
<PAGE>   15

         banks in the European Interbank Market (or, if the currency in relation
         to which such rate is to be determined is an Optional Currency, the
         London Interbank Market) for deposits in the currency in relation to
         which such rate is to be determined for delivery on the first day of
         that period, PROVIDED THAT, if, for any such period, quotations would
         ordinarily be given on more than one date, the Quotation Date for that
         period shall be the last of those dates.

         "RATING" means the most recent credit rating of the Guarantor, as
         announced from time to time by S&P, Moody's or, as the case may be,
         D&P, which is assigned to any class of senior, unsecured liability
         securities (having a maturity date falling not less than 12 months
         after the date of issue) issued by the Guarantor as to which no letter
         of credit, guaranty, or third party credit support is in place,
         regardless of whether all or any part of such liability has been issued
         at the time such announcement is made.

         "REIT" means an entity which is a real estate investment trust under
         I.R.C. "856-859 or any successor laws thereto.

         "REFERENCE BANKS" means, the principal London offices of ABN AMRO Bank
         N.V. Societe Generale and Bank of America, N.A. or such banks as may be
         appointed as such by the Agent after consultation with the Guarantor.

         "REFRIGERATED WAREHOUSE BUSINESS" means all operations and assets
         invested in by the Group related to refrigerated storage and
         distribution of goods from temperature-controlled facilities.

         "RELEVANT JURISDICTION" means:

         (a)      in relation to the Guarantor, the State of Maryland, United
                  States of America;

         (b)      in relation to each Original Borrower, The Netherlands; and

         (c)      in relation to each other Obligor and each other member of the
                  Group, its jurisdiction of incorporation.

         "REPAYMENT DATE" means, in relation to an Advance, the last day of the
         Term thereof.

         "REPEATED REPRESENTATIONS" means each of the representations set out in
         Clause 16.1 (Status) to Clause 16.29 (No Event of Default) other than
         Clause 16.4 (to the extent only that it relates to execution of the
         Facility Documents), Clause 16.14 (Information Memorandum), Clause
         16.17 (No Filing or Stamp Taxes), Clause 16.19 (No Deduction or
         Withholding) and Clause 16.29 (No Event of Default) (to the extent that
         it refers to a Potential Event of Default).

         "ROLLOVER ADVANCE" means an Advance which is used to refinance a
         maturing Advance and which is in the same or lesser amount and the same
         currency as such maturing Advance and is to be drawn on the day such
         maturing Advance is to be repaid.



                                       12
<PAGE>   16

         "S&P" means Standard & Poor's Rating Group, a division of McGraw Hill,
         Inc., a New York corporation;

         "STOCK" means all shares, options, warrants, general or limited
         partnership interests, membership interests, or other ownership
         interests (regardless of how designated) of or in a corporation,
         partnership, limited liability company, trust or other entity, whether
         voting or non-voting, including common stock, preferred stock, or any
         other "equity security" (as such term is defined in Rule 3a11-1 of the
         General Rules and Regulations promulgated by the United States
         Securities and Exchange Commission under the United States Securities
         Exchange Act of 1934, as amended).

         "SUBSEQUENT PARTICIPANT" means a member state of the European Union
         which adopts the euro as its lawful currency after 1 January 1999.

         "SYNDICATION DATE" means the day specified by the Arrangers as the day
         on which primary syndication of the Facility is completed.

         "TARGET" means Trans-European Automated Real-time Gross settlement
         Express Transfer system.

         "TARGET DAY" means a day on which payments in euros are settled in the
         TARGET system.

         "TERM" means, save as otherwise provided herein:

         (a)      in relation to any Advance, the period for which such Advance
                  is borrowed as specified in the Notice of Drawdown relating
                  thereto;

         (b)      in relation to any Letter of Credit, the period from its
                  Utilisation Date until its Expiry Date; and

         (c)      in relation to an Unpaid Sum, any of those periods mentioned
                  in Clause 24.1 (Default Interest Periods).

         "TOTAL COMMITMENTS" means, at any time, the aggregate of the Banks'
         Commitments.

         "TRANSFER CERTIFICATE" means a certificate substantially in the form
         set out in Schedule 2 (Form of Transfer Certificate) signed by a Bank
         and a Transferee under which:

         (a)      such Bank seeks to procure the transfer to such Transferee of
                  all or a part of such Bank's rights, benefits and obligations
                  hereunder upon and subject to the terms and conditions set out
                  in Clause 31.3 (Assignments and Transfers by Banks); and



                                       13
<PAGE>   17

         (b)      such Transferee undertakes to perform the obligations it will
                  assume as a result of delivery of such certificate to the
                  Agent as contemplated in Clause 31.6 (Transfers by Banks).

         "TRANSFER DATE" means, in relation to any Transfer Certificate, the
         date for the making of the transfer as specified in such Transfer
         Certificate.

         "TRANSFEREE" means a person to which a Bank seeks to transfer by
         novation all or part of such Bank's rights, benefits and obligations
         hereunder.

         "UNCONSOLIDATED AFFILIATE" means any person in whom any member of the
         Group holds Stock and whose financial results would not be consolidated
         under GAAP with the financial results of the Group on the consolidated
         financial statements of the Group other than (i) the ProLogis European
         Properties Fund, (ii) ProLogis California I LLC and (iii) (with the
         prior written consent of an Instructing Group) any other such person
         (such consent not to be unreasonably withheld or delayed where ProLogis
         can demonstrate to the reasonable satisfaction of an Instructing Group
         that the Group does not own all or substantially all of the economic
         interest in such person).

         "UNPAID SUM" means the unpaid balance of any of the sums referred to in
         Clause 24.1 (Default Interest Periods).

         "UTILISATION DATE" means, in relation to an Advance, the date on which
         it is to be made and, in relation to a Letter of Credit, the date on
         which it is to be issued.

         "YEAR 2000 COMPLIANT" means, in relation to any Computer System, that
         any reference to or use of a date on or after 31 December 1999 in the
         operation of that Computer System will not have a material adverse
         effect on the use of that Computer System.

1.2      INTERPRETATION
         Any reference in this Agreement to:

         an "ARRANGER", the "L/C ISSUING BANK", the "AGENT" or any "BANK" shall
         be construed so as to include its and any subsequent successors and
         permitted transferees in accordance with their respective interests;

         an "ARRANGER" or the "ARRANGERS" includes a reference to each of ABN
         AMRO Bank N.V. as Arranger and Societe Generale as Co-Arranger;

         "CONTINUING", in relation to an Event of Default, shall be construed as
         a reference to an Event of Default which has not been remedied or
         waived in accordance with the terms hereof and, in relation to a
         Potential Event of Default, one which has not been remedied within the
         relevant grace period or waived in accordance with the terms hereof
         and, in the case of late delivery of a document or withdrawal of a
         claim whose existence constituted an Event of Default, that Event of
         Default is not continuing once delivery or withdrawal has occurred.



                                       14
<PAGE>   18

         a "DISPOSAL" shall be construed so as to include (without limitation)
         the sale, lease or transfer of any revenues or assets of any member of
         the Group.

         the "EQUIVALENT" on any date in one currency (the "FIRST CURRENCY") of
         an amount denominated in another currency (the "SECOND CURRENCY") is a
         reference to the amount of the first currency which could be purchased
         with the amount of the second currency at the spot rate of exchange
         quoted by the Agent at or about 11.00 a.m. on such date for the
         purchase of the first currency with the second currency;

         a "HOLDING COMPANY" of a company or corporation shall be construed as a
         reference to any company or corporation of which the first-mentioned
         company or corporation is a subsidiary;

         "INDEBTEDNESS" shall be construed so as to include any obligation
         (whether incurred as principal or as surety) for the payment or
         repayment of money, whether present or future, actual or contingent;

         a "LAW" shall be construed as any law (including common or customary
         law), statute, constitution, decree, judgment, treaty, regulation,
         directive, bye-law, order or any other legislative measure of any
         government, supranational, local government, statutory or regulatory
         body or court;

         a "MONTH" is a reference to a period starting on one day in a calendar
         month and ending on the numerically corresponding day in the next
         succeeding calendar month save that:

         (a)      if any such numerically corresponding day is not a Business
                  Day, such period shall end on the immediately succeeding
                  Business Day to occur in that next succeeding calendar month
                  or, if none, it shall end on the immediately preceding
                  Business Day; and

         (b)      if there is no numerically corresponding day in that next
                  succeeding calendar month, that period shall end on the last
                  Business Day in that next succeeding calendar month,

         (and references to "MONTHS" shall be construed accordingly);

         a Bank's "PARTICIPATION" in relation to a Letter of Credit shall be
         construed as a reference to the rights and obligations of such Bank in
         relation to such Letter of Credit as such rights are expressly set out
         in this Agreement;

         a "PERSON" shall be construed as a reference to any person, firm,
         company, corporation, government, state or agency of a state or any
         association or partnership (whether or not having separate legal
         personality) of two or more of the foregoing;


                                       15
<PAGE>   19

         "REPAY" (or any derivative form thereof) shall, subject to any contrary
         indication, be construed to include "PREPAY" (or, as the case may be,
         the corresponding derivative form thereof);

         a "SUBSIDIARY" of a company or corporation (other than the Guarantor)
         shall be construed as a reference to any company or corporation:

         (a)      which is controlled, directly or indirectly, by the
                  first-mentioned company or corporation;

         (b)      more than half the issued share capital of which is
                  beneficially owned, directly or indirectly, by the
                  first-mentioned company or corporation; or

         (c)      which is a subsidiary of another subsidiary of the
                  first-mentioned company or corporation

         and, for these purposes, a company or corporation shall be treated as
         being controlled by another if that other company or corporation is
         able to direct its affairs and/or to control the composition of its
         board of directors or equivalent body;

         a "SUCCESSOR" shall be construed so as to include an assignee or
         successor in title of such party and any person who under the laws of
         its jurisdiction of incorporation or domicile has assumed the rights
         and obligations of such party under this Agreement or to which, under
         such laws, such rights and obligations have been transferred;

         "TAX" means any tax, assessment or other governmental charge or levy
         imposed upon any person, its income, or any of its properties,
         franchises or assets;

         "VAT" shall be construed as a reference to value added tax including
         any similar tax which may be imposed in place thereof from time to
         time;

         a "WHOLLY-OWNED SUBSIDIARY" of a company or corporation shall be
         construed as a reference to any company or corporation which has no
         other members except that other company or corporation and that other
         company's or corporation's wholly-owned subsidiaries or persons acting
         on behalf of that other company or corporation or its wholly-owned
         subsidiaries; and

         the "WINDING-UP", "DISSOLUTION" or "ADMINISTRATION" of a company or
         corporation shall be construed so as to include any equivalent or
         analogous proceedings under the law of the jurisdiction in which such
         company or corporation is incorporated or any jurisdiction in which
         such company or corporation carries on business.

1.3      CURRENCY SYMBOLS AND DEFINITIONS


                                       16
<PAGE>   20

         1.3.1         "EURO" and "EUR" denote the single currency of the
                       European Union as constituted by the Treaty on European
                       Union and as referred to in EMU Legislation.

         1.3.2         "STERLING" denotes lawful currency of the United Kingdom.

1.4      AGREEMENTS AND STATUTES
         Any reference in this Agreement to:

         1.4.1    this Agreement or any other agreement or document shall be
                  construed as a reference to this Agreement or, as the case may
                  be, such other agreement or document as the same may have
                  been, or may from time to time be, amended, varied, novated or
                  supplemented; and

         1.4.2    a statute or treaty shall be construed as a reference to such
                  statute or treaty as the same may have been, or may from time
                  to time be, amended or, in the case of a statute, re-enacted.

1.5      HEADINGS
         Clause and Schedule headings are for ease of reference only.

1.6      TIME
         Any reference in this Agreement to a time of day shall, unless a
         contrary indication appears, be a reference to Amsterdam time.


2.       THE FACILITY

2.1      GRANT OF THE FACILITY
         The Banks grant to the Borrowers, upon the terms and subject to the
         conditions hereof, a multicurrency revolving credit and letter of
         credit facility in an aggregate amount of EUR 300,000,000 or its
         equivalent from time to time in Optional Currencies.

2.2      PURPOSE AND APPLICATION
         The Facility is intended for the purpose of financing and refinancing
         indebtedness incurred for the purpose of acquiring and developing land
         or acquiring land tracts for later development and for working capital
         purposes (in any such case, predominantly in Western Europe) and,
         accordingly, each Borrower shall apply all amounts raised by it
         hereunder in or towards satisfaction of such purposes and none of the
         Finance Parties shall be obliged to concern themselves with such
         application.

2.3      CONDITIONS PRECEDENT
         Save as the Banks may otherwise agree, none of the Borrowers may
         deliver any Notice of Drawdown unless the Agent has confirmed to the
         Guarantor and the Banks that it has received all of the documents and
         other evidence listed in Schedule 3 (Conditions


                                       17
<PAGE>   21

         Precedent) and that each is, in form and substance, satisfactory to the
         Agent.

2.4      BANKS' OBLIGATIONS SEVERAL
         The obligations of each Bank and the L/C Issuing Bank are several and
         the failure by a Bank or the L/C Issuing Bank to perform its
         obligations hereunder shall not affect the obligations of an Obligor
         towards any other party hereto nor shall any other party be liable for
         the failure by such Bank or the L/C Issuing Bank to perform its
         obligations hereunder.

2.5      BANKS' RIGHTS SEVERAL
         The rights of each Bank are several and any debt arising hereunder at
         any time from an Obligor to any of the other parties hereto shall be a
         separate and independent debt. Each such party shall be entitled to
         protect and enforce its individual rights arising out of this Agreement
         independently of any other party (so that it shall not be necessary for
         any party hereto to be joined as an additional party in any proceedings
         for this purpose).


3.       UTILISATION OF THE FACILITY

3.1      DELIVERY OF NOTICE OF DRAWDOWN
         Any Borrower may from time to time request the making of an Advance or
         the issuing of a Letter of Credit by delivering to the Agent by not
         later than 10.00 a.m. on the third Business Day before the proposed
         Utilisation Date a completed Notice of Drawdown therefor, receipt of
         which shall oblige the Borrowers to borrow the amount therein requested
         on the date therein stated upon the terms and subject to the conditions
         contained therein.

3.2      DRAWDOWN DETAILS
         Each Notice of Drawdown delivered to the Agent pursuant to Clause 3.1
         (Delivery of Notice of Drawdown) shall specify:

         3.2.1    whether the utilisation is to be by way of Advance or Letter
                  of Credit;

         3.2.2    the proposed Utilisation Date, which shall be a Business Day
                  falling one month (or, with the prior consent of the Agent,
                  one week) or more before the Final Maturity Date (or, if the
                  Banks have granted an extension to the Facility pursuant to
                  Clause 10.8 (Extension), the Extended Maturity Date) and which
                  shall be at least four Business Days after the date upon which
                  the Facility was previously utilised;

         3.2.3    the currency of denomination of the utilisation requested,
                  which shall be euro or an Optional Currency, PROVIDED THAT, if
                  a Borrower selects an Optional Currency, such Borrower may
                  also select euro to apply if its first selection becomes
                  ineffective pursuant to Clause 3.3 (Conditions for Drawing in
                  an Optional Currency);

         3.2.4    (in the case of an Advance) the proposed Euro amount of the
                  Advance


                                       18
<PAGE>   22

                  requested, which shall be (a) (if less than the Available
                  Facility) a minimum amount of EUR 2,000,000 and an integral
                  multiple of EUR 1,000,000 (or, if the Advance is to be
                  denominated in an Optional Currency, such comparable and
                  convenient amount thereof as the Agent may from time to time
                  specify) or (b) equal to the amount of the Available Facility;

         3.2.5    (in the case of a Letter of Credit) the proposed Euro Amount
                  of such Letter of Credit, which shall be, when aggregated with
                  the Euro Amount of Outstandings in respect of all other
                  Letters of Credit at such time, less than or equal to EUR
                  10,000,000 and less than or equal to the Available Facility;

         3.2.6    (in the case of an Advance) the proposed Term of the Advance
                  requested, which shall be a period of one, three or six months
                  or such other period as the Agent may agree (PROVIDED THAT
                  prior to the Syndication Date only periods of one month or
                  such other period specified by the Arranger may be requested)
                  ending on or before the Final Maturity Date (or, if the Banks
                  have granted an extension to the Facility pursuant to Clause
                  10.8 (Extension), the Extended Maturity Date);

         3.2.7    (in the case of a Letter of Credit) the proposed Term of the
                  Letter of Credit requested, which shall be a period not
                  exceeding twelve months, ending on or before the Final
                  Maturity Date (or, if the Banks have granted an extension to
                  the Facility pursuant to Clause 10.8 (Extension) the Extended
                  Maturity Date);

         3.2.8    (in the case of a Letter of Credit) each of the L/C Issuing
                  Bank and the Agent has approved (i) the terms of the Letter of
                  Credit, (ii) (save where the purpose of such Letter of Credit
                  falls within the purposes described in Clause 2.2 (Purpose and
                  Application)) the purpose of its issue and (iii) the identity
                  of the beneficiary; and

         3.2.9    (in the case of an Advance) the account to which the proceeds
                  of the proposed drawdown are to be paid.

3.3      CONDITIONS FOR DRAWING IN AN OPTIONAL CURRENCY
         If a Borrower requests that an Advance or Letter of Credit be
         denominated in an Optional Currency (other than sterling) but:

         3.3.1    no later than 10.00 a.m. on the Quotation Date for such
                  Advance (or, in the case of a Letter of Credit, two Business
                  Days prior to the proposed Utilisation Date), the Agent
                  notifies such Borrower and the Banks that the Agent is of the
                  opinion that it is not feasible for such Advance or Letter of
                  Credit to be denominated in such Optional Currency; or

         3.3.2    to give effect to such request would cause the Outstandings to
                  be denominated in more than 4 Optional Currencies,


                                       19
<PAGE>   23

         then, unless such Borrower and the Banks otherwise agree, such Advance
         or Letter of Credit shall be made in euro (in the case of PLD Europe
         and each Additional Borrower) or sterling (in the case of PLD UK) in an
         amount equal to the Original Euro Amount relating to such Notice of
         Drawdown.

3.4      DRAWDOWN CONDITIONS
         If a Borrower requests an Advance or Letter of Credit in accordance
         with this Clause 3 and, on the proposed date for the making of such
         Advance or issue of such Letter of Credit:

         3.4.1    (save in relation to a Rollover Advance or a Letter of Credit)
                  if either of the events mentioned in sub-clauses 6.1.1 and
                  6.1.2 of Clause 6.1 (Market Disruption) shall have occurred
                  but each of the Banks is able to obtain match funding in the
                  relevant interbank market in relation to such Advance;

         3.4.2    the Original Euro Amount of such Advance or Letter of Credit
                  does not exceed the Available Facility and (in the case of a
                  Letter of Credit) EUR 10,000,000 when aggregated with the Euro
                  Amount of all other Outstandings relating to Letters of
                  Credit;

         3.4.3    there would not, immediately after the making of such Advance,
                  be more than 10 Advances outstanding; and

         3.4.4    on and as of the proposed Utilisation Date (i) no Event of
                  Default or (save in relation to a Rollover Advance) Potential
                  Event of Default is continuing and (ii) the Repeated
                  Representations are true in all material respects,

         then, save as otherwise provided herein, such Advance will be made or
         such Letter of Credit will be issued (as the case may be) in accordance
         with this Agreement.

3.5      COMPLETION OF LETTERS OF CREDIT

         The L/C Issuing Bank is authorised to issue any Letter of Credit
         pursuant to Clause 3.2 (Utilisation Conditions) by:

         3.5.1    completing the issue date and the proposed Expiry Date of such
                  Letter of Credit; and

         3.5.2    executing and delivering such Letter of Credit to the relevant
                  recipient on the Utilisation Date.

3.6      RENEWAL OF A LETTER OF CREDIT

         3.6.1    Not less than three Business Days before the Expiry Date of a
                  Letter of Credit,


                                       20
<PAGE>   24

                  the Borrower which requested such Letter of Credit may, by
                  written notice to the Agent, request that the Term of such
                  Letter of Credit be extended.

         3.6.2    The Finance Parties shall treat such request in the same way
                  as a Notice of Drawdown for a Letter of Credit save that the
                  conditions set out in Clause 3.1 (Delivery of Notice of
                  Drawdown) shall not apply.

         3.6.3    The terms of each renewed Letter of Credit shall be the same
                  as those of the relevant Letter of Credit immediately prior to
                  its renewal, save that its Term shall commence on the date
                  which was the Expiry Date of such Letter of Credit immediately
                  prior to its renewal and shall end on the proposed Expiry Date
                  specified in such request.

         3.6.4    The L/C Issuing Bank is authorised to amend any such Letter of
                  Credit pursuant to such request if the conditions set out in
                  this Agreement have been complied with.

3.7      EACH BANK'S PARTICIPATION
         Save as otherwise provided herein, each Bank will participate through
         its Facility Office in each Advance made or Letter of Credit issued
         pursuant to this Clause 3 in the proportion borne by its Available
         Commitment to the Available Facility immediately prior to the making of
         that Advance or the issue of that Letter of Credit.

3.8      RESTRICTIONS ON PARTICIPATION IN LETTERS OF CREDIT

         If at any time prior to the issue of a Letter of Credit any Bank is
         prohibited by law or pursuant to any request from or requirement of any
         central bank or other fiscal, monetary or other authority (being, in
         the case of a request or requirement, a request or requirement of a
         type with which such Bank is accustomed or expected to comply) from
         having any right or obligation under this Agreement in respect of such
         Letter of Credit, such Bank shall notify the Agent on or before the
         Business Day prior to the proposed Utilisation Date and:

         3.8.1    the maximum actual and contingent liabilities of the L/C
                  Issuing Bank under such Letter of Credit shall be reduced by
                  an amount equal to what would have been the amount of such
                  Bank's L/C Proportion of such Letter of Credit if such
                  prohibition had not occurred;

         3.8.2    the L/C Proportion of such Bank in relation to such Letter of
                  Credit shall be nil; and

         3.8.3    such Bank's Available Commitment shall be reduced by an amount
                  equal to what would have been the amount of such Bank's L/C
                  Proportion of such Letter of Credit if such prohibition had
                  not occurred.


                                       21
<PAGE>   25

3.9      REDUCTION OF AVAILABLE COMMITMENT

         If a Bank's Commitment is reduced in accordance with the terms hereof
         after the Agent has received the Notice of Drawdown pursuant to this
         Clause 3 or a request for an extension of the Term of a Letter of
         Credit pursuant to Clause 3.6 (Renewal of a Letter of Credit) and such
         reduction was not taken into account in the Available Facility, then
         the amount of that Advance or Letter of Credit shall be reduced
         accordingly.


4.       PAYMENT AND CALCULATION OF INTEREST

4.1      PAYMENT OF INTEREST
         On the Repayment Date relating to each Advance (and, if the Term of
         such Advance exceeds six months, on the expiry of each period of six
         months during such Term) the Borrowers shall pay accrued interest on
         that Advance.

4.2      CALCULATION OF INTEREST
         The rate of interest applicable to an Advance from time to time during
         its Term shall be the rate per annum which is the sum of (i) the
         Applicable Margin at such time, (ii) (in relation to that portion of
         such Advance made available by any Bank whose Facility Office for such
         purpose is situated in England or, as the case may be, a Participating
         Member State) the Mandatory Costs Rate in respect thereof at such time
         and (iii) EURIBOR (or, if the currency in which such Advance is
         denominated is an Optional Currency, LIBOR) on the Quotation Date
         therefor.


5.       LETTER OF CREDIT COMMISSION AND L/C ISSUING BANK FEE

5.1      LETTER OF CREDIT COMMISSION
         Each Borrower which has requested a Letter of Credit shall, in respect
         of each Letter of Credit requested by it, pay to the Agent for the
         account of each Bank (for distribution in proportion to each Bank's L/C
         Proportion of such Letter of Credit) a letter of credit commission in
         the currency in which the relevant Letter of Credit is denominated at
         the L/C Commission Rate (calculated as specified in the remaining
         provisions of this Clause 5.1) on the maximum actual and contingent
         liabilities of the L/C Issuing Bank under the relevant Letter of
         Credit. Such letter of credit commission shall be paid in advance in
         respect of each successive period of three months (or such shorter
         period as shall end on the relevant Expiry Date) which begins during
         the Term of the relevant Letter of Credit, the first such payment to be
         made on the Utilisation Date for such Letter of Credit and thereafter
         on the first day of each such period and to be calculated on the basis
         of the L/C Commission Rate prevailing on the relevant Utilisation Date
         or, as the case may be, the first day of such period. If, during any
         such period (a "RELEVANT PERIOD") in respect of which any such payment
         has been made, the L/C Commission Rate increases or decreases then:

         5.1.1    (in the case of an increase in the L/C Commission Rate) the
                  relevant Borrower shall pay to the Agent for the account of
                  each Bank (for distribution in


                                       22
<PAGE>   26

                  proportion to each Bank's L/C Proportion of the relevant
                  Letter of Credit) additional letter of credit commission (in
                  the currency in which the relevant Letter of Credit is
                  denominated and on the maximum actual and contingent
                  liabilities of the L/C Issuing Bank thereunder), such
                  additional letter of credit commission to be calculated on the
                  basis of the percentage rate per annum equal to the difference
                  between the L/C Commission Rate immediately prior to such
                  increase and the L/C Commission Rate immediately after such
                  increase and to be payable in respect of the remainder of the
                  relevant period after such increase; and

         5.1.2    (in the case of a decrease in the L/C Commission Rate) each
                  Bank (in proportion to its L/C Proportion of the relevant
                  Letter of Credit) shall rebate to the relevant Borrower
                  through the Agent a portion of the commitment commission
                  previously paid in respect of the relevant period, such rebate
                  to be paid in the currency in which the relevant Letter of
                  Credit is denominated and in respect of the remainder of the
                  relevant period after such decrease and to be calculated on
                  the basis of the maximum actual and contingent liabilities of
                  the L/C Issuing Bank under the relevant Letter of Credit and
                  the percentage rate per annum equal to the difference between
                  the L/C Commission Rate immediately prior to such decrease and
                  the L/C Commission Rate immediately after such decrease.

         Any such additional letter of credit commission or rebate shall be paid
         by the relevant Borrower or, as the case may be, the Banks on the last
         day of the relevant period.

5.2      L/C ISSUING BANK FEE
         Each Borrower which has requested a Letter of Credit shall, in respect
         of each Letter of Credit, pay to the L/C Issuing Bank a fee in euro in
         the amounts and at the times agreed between such L/C Issuing Bank and
         such Borrower.

5.3      CANCELLATION REBATES
         If a Letter of Credit is prematurely cancelled or returned to the L/C
         Issuing Bank and:

         5.3.1    the L/C Issuing Bank is satisfied that as of the relevant date
                  of cancellation or return (the "CANCELLATION/RETURN DATE") the
                  L/C Issuing Bank has no further actual or contingent
                  liabilities in respect of such Letter of Credit;

         5.3.2    letter of credit commitment commission has previously been
                  paid by the relevant Borrower pursuant to Clause 5.1 (Letter
                  of Credit Commission) in respect of such Letter of Credit and
                  in respect of the period after the relevant
                  Cancellation/Return Date; and

         5.3.3    the relevant Cancellation/Return Date falls during the first
                  or the second month after the date (the "PAYMENT DATE") on
                  which letter of credit commission was most recently paid in
                  relation to the relevant Letter of Credit pursuant to Clause
                  5.1 (Letter of Credit Commission),


                                       23
<PAGE>   27

         then the L/C Issuing Bank shall (through the Agent) notify each Bank
         accordingly and each Bank shall (in proportion to its L/C Proportion of
         the relevant Letter of Credit and on the tenth Business Day after the
         relevant Cancellation/Return Date) rebate to the relevant Borrower in
         the currency in which the relevant Letter of Credit is denominated the
         letter of credit commission previously paid in respect of such Letter
         of Credit which relates to the period after the last day of (a) the
         first month after the relevant Payment Date (if the relevant
         Cancellation/Return Date falls during the first month after the
         Relevant Payment Date) or (b) the second month after the relevant
         Payment Date (if the relevant Cancellation/Return Date falls during the
         second month after the relevant Payment Date). No rebate shall be
         required to be made by any Bank pursuant to this Clause 5.3 in any
         other circumstances.


6.       MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES

6.1      MARKET DISRUPTION
         If, in relation to any Advance or Unpaid Sum:

         6.1.1    EURIBOR (or, as the case may be, LIBOR) is to be determined by
                  reference to Reference Banks and at or about 11.00 a.m. on the
                  Quotation Date for the relevant Term none or only one of the
                  Reference Banks supplies a rate for the purpose of determining
                  EURIBOR (or, as the case may be, LIBOR) for the relevant Term;
                  or

         6.1.2    before the close of business in Brussels (or, as the case may
                  be, London) on the Quotation Date for such Advance or Unpaid
                  Sum the Agent has been notified by a Bank or each of a group
                  of Banks to whom in aggregate thirty-five per cent. or more of
                  such Advance if made would be owed (or such Unpaid Sum is
                  owed) that the EURIBOR (or, as the case may be, LIBOR) rate
                  does not accurately reflect the cost of funding its
                  participation in such Advance or Unpaid Sum,

         then the Agent shall promptly notify the other parties hereto in
         writing of such event and, notwithstanding anything to the contrary in
         this Agreement, Clause 6.2 (Substitute Term and Interest Rate) shall
         apply to such Advance or Unpaid Sum. If sub-clauses 6.1.1 or 6.1.2
         applies to a proposed Advance, such Advance (other than a Rollover
         Advance) shall not be made if any Bank is unable to obtain match
         funding in the relevant interbank market in relation to such Advance.

6.2      SUBSTITUTE TERM AND INTEREST RATE
         If sub-clause 6.1.1 of Clause 6.1 (Market Disruption) applies to a
         Rollover Advance or an Advance which is not prevented from being made
         by the operation of Clause 6.1, the duration of the relevant Term shall
         be one month or, if less, such that it shall end on the Final Maturity
         Date (or, if the Banks have granted an extension to the Facility
         pursuant to


                                       24
<PAGE>   28

         Clause 10.8 (Extension), the Extended Maturity Date). If either
         sub-clause 6.1.1 or 6.1.2 of Clause 6.1 (Market Disruption) applies to
         a Rollover Advance, an Advance which is not prevented from being made
         by the operation of Clause 6.1 or an Unpaid Sum, the rate of interest
         applicable to such Rollover Advance, Advance or Unpaid Sum during the
         relevant Term shall (subject to any agreement reached pursuant to
         Clause 6.3 (Alternative Rate)) be the rate per annum which is the sum
         of:

         6.2.1    the Applicable Margin at such time;

         6.2.2    (in relation to a portion of an Advance which has been
                  provided by a Bank whose Facility Office for such purpose is
                  situated in England, or as the case may be, a Participating
                  Member State) the Mandatory Costs Rate in respect thereof at
                  such time; and

         6.2.3    the rate per annum determined by the Agent to be the
                  arithmetic mean (rounded upwards to four decimal places) of
                  the rates notified by each Bank to the Agent before the last
                  day of such Term to be those which express as a percentage
                  rate per annum the cost to each Bank of funding from whatever
                  sources it may reasonably select its portion of such Rollover
                  Advance, Advance or Unpaid Sum during such Term.

6.3      ALTERNATIVE RATE
         If (a) either of those events mentioned in sub-clauses 6.1.1 and 6.1.2
         of Clause 6.1 (Market Disruption) occurs in relation to an Advance or
         Unpaid Sum or (b) by reason of circumstances affecting the European
         Interbank Market (or, in the case of any Advances denominated in an
         Optional Currency, the London Interbank Market) during any period of
         three consecutive Business Days, EURIBOR (or, as the case may be,
         LIBOR) is not available for euro to prime banks in the European
         Interbank Market (or, in the case of any Advances denominated in an
         Optional Currency, the London Interbank Market), then if the Agent or
         the Borrowers so require, the Agent and the Borrowers shall enter into
         negotiations with a view to agreeing a substitute basis (i) for
         determining the rates of interest from time to time applicable to the
         Advances and Unpaid Sums and/or (ii) upon which the Advances and Unpaid
         Sums may be maintained (whether in euro or some other currency)
         thereafter and any such substitute basis that is agreed shall take
         effect in accordance with its terms and be binding on each party
         hereto, PROVIDED THAT the Agent may not agree any such substitute basis
         without the prior consent of each Bank.


7.       NOTIFICATION

7.1      ADVANCES AND LETTERS OF CREDIT
         Not less than three Business Days before an Advance is to be made or a
         Letter of Credit is to be issued, the Agent shall notify each Bank of
         the proposed Euro Amount of the relevant Advance or Letter of Credit,
         its proposed Term, whether or not such Advance or Letter of Credit is
         to be denominated in an Optional Currency (and, if so, the amount of
         such


                                       25
<PAGE>   29

         Advance or Letter of Credit in the relevant Optional Currency) and the
         aggregate principal amount of the relevant Advance or Letter of Credit
         allocated to such Bank pursuant to this Agreement and, in relation to a
         Letter of Credit, the name of the proposed beneficiary.

7.2      INTEREST RATE DETERMINATION
         The Agent shall promptly notify the relevant Borrower and the Banks of
         each determination of LIBOR or, as the case may be, EURIBOR, the
         Applicable Margin and the Mandatory Costs Rate.

7.3      DEMANDS UNDER LETTERS OF CREDIT
         If a demand is made under a Letter of Credit or the L/C Issuing Bank
         incurs in connection with a Letter of Credit any other liability, cost,
         claim, loss or expense which is to be reimbursed pursuant to this
         Agreement, the L/C Issuing Bank shall promptly notify the Agent of the
         amount of such demand or such liability, cost, claim, loss or expense
         and the Letter of Credit to which it relates and the Agent shall
         promptly make demand upon the Borrowers in accordance with this
         Agreement and notify the Banks.

7.4      CHANGES TO CURRENCY OR INTEREST RATES
         The Agent shall promptly notify the relevant Borrower and the Banks of
         any change (a) to the proposed currency of an Advance occasioned by the
         operation of Clause 3.3 (Conditions for Drawing in an Optional
         Currency) or (b) in interest rate or Term occasioned by the operation
         of Clause 6 (Market Disruption and Alternative Interest Rates).


8.       REPAYMENT AND MANDATORY PREPAYMENT

8.1      REPAYMENT
         Each Borrower shall repay each Advance made to it in full on the
         Repayment Date relating thereto. Any Advance repaid before the Final
         Maturity Date shall remain available for drawing on the terms of
         conditions of this Agreement.

8.2      MANDATORY PREPAYMENT

         8.2.1    If, at any time, an Obligor receives notice that any two of
                  the three Ratings of the Guarantor set out below (or, if only
                  two Ratings are available, either such Rating) has fallen
                  below the grade indicated alongside it:

                  (a)     S&P                   BBB-

                  (b)     Moody's    Baa3

                  (c)     D&P                   BBB-

                  then such Obliger shall inform the Agent thereof and the
                  Borrowers shall, on the day which falls 30 days after the date
                  upon which the last of the relevant


                                       26
<PAGE>   30

                  rating agencies to publish the relevant Rating has published
                  its formal announcement of such Rating and subject to Clause
                  24.4 (Break Costs), prepay the whole of the amount of the
                  outstanding Advances together with accrued interest thereon
                  and all other amounts owing to the Finance Parties under the
                  Facility Documents and provide Cash Collateral for each Letter
                  of Credit in an amount specified by the Agent (such amount not
                  to exceed the maximum actual and contingent liability of the
                  L/C Issuing Bank in relation to such Letter of Credit) and in
                  the currency of each such Letter of Credit. Each Obligor shall
                  promptly notify the Agent of any announcement made by any such
                  rating agency of a change in Rating by it.

         8.2.2    If there is a Change of Control of the Guarantor, the
                  Borrowers shall, upon the written request of the Agent (acting
                  on the instructions of one or more Banks) received by the
                  Guarantor no later than 30 days after the occurrence of such
                  Change of Control, prepay such amount of the Advances as is
                  owed to the Bank or Banks so instructing the Agent to request
                  prepayment, together with accrued interest thereon and all
                  other amounts owing to such Bank or Banks under the Facility
                  Documents and provide Cash Collateral for each such Bank's
                  portion of each Letter of Credit in an amount specified by the
                  Agent (such amount not to exceed a proportion of the maximum
                  actual and contingent liability of the L/C Issuing Bank in
                  relation to such Letter of Credit equal to such Bank's L/C
                  Proportion in relation to such Letter of Credit) and in the
                  currency of each such Letter of Credit, in each case by no
                  later then 120 days after the occurrence of such Change of
                  Control (but without prejudice, for the avoidance of doubt, to
                  the rights of the Agent and the Banks if an Event of Default
                  occurs during such 120 day period). The Guarantor shall
                  promptly notify the Agent in the event that there is a Change
                  of Control of the Guarantor.


9.       BORROWERS' LIABILITIES IN RELATION TO LETTERS OF CREDIT

9.1      BORROWERS' INDEMNITY TO L/C ISSUING BANK
         Each Borrower which has requested a Letter of Credit shall irrevocably
         and unconditionally as a primary obligation indemnify (on demand of the
         Agent) the L/C Issuing Bank against:

         9.1.1    any sum paid or due and payable by the L/C Issuing Bank under
                  such Letter of Credit; and

         9.1.2    all liabilities, costs (including, without limitation, any
                  costs incurred in funding any amount which falls due from the
                  L/C Issuing Bank under or in connection with any such Letter
                  of Credit), claims, losses and expenses which the L/C Issuing
                  Bank may at any time incur or sustain in connection with or
                  arising out of any such Letter of Credit.


                                       27
<PAGE>   31

9.2      BORROWERS' INDEMNITY TO BANKS
         Each Borrower which has requested a Letter of Credit shall irrevocably
         and unconditionally as a primary obligation indemnify (on demand of the
         Agent) each Bank against:

         9.2.1    any sum paid or due and payable by such Bank (whether under
                  Clause 31.1 (Banks' Indemnity) or otherwise) in connection
                  with such Letter of Credit; and

         9.2.2    all liabilities, costs (including, without limitation, any
                  costs incurred in funding any amount which falls due from such
                  Bank in connection with such Letter of Credit), claims, losses
                  and expenses which such Bank may at any time incur or sustain
                  in connection with any Letter of Credit.

9.3      PRESERVATION OF RIGHTS
         Neither the obligations of the Borrowers set out in this Clause 9 nor
         the rights, powers and remedies conferred on the L/C Issuing Bank or
         any Bank by this Agreement or by law shall be discharged, impaired or
         otherwise affected by:

         9.3.1    the winding-up, dissolution, administration or re-organisation
                  of the L/C Issuing Bank, any Bank or any other person or any
                  change in its status, function, control or ownership;

         9.3.2    any of the obligations of the L/C Issuing Bank, any Bank or
                  any other person hereunder or under any Letter of Credit or
                  under any other security taken in respect of any Obligor's
                  obligations hereunder or otherwise in connection with a Letter
                  of Credit being or becoming illegal, invalid, unenforceable or
                  ineffective in any respect;

         9.3.3    time or other indulgence being granted or agreed to be granted
                  to the L/C Issuing Bank, any Bank or any other person in
                  respect of its obligations hereunder or under or in connection
                  with a Letter of Credit or under any such other security;

         9.3.4    any amendment to, or any variation, waiver or release of, any
                  obligation of the L/C Issuing Bank, any Bank or any other
                  person under a Letter of Credit or this Agreement;

         9.3.5    any other act, event or omission which, but for this Clause 9,
                  might operate to discharge, impair or otherwise affect any of
                  the obligations of the relevant Borrower set out in this
                  Clause 9 or any of the rights, powers or remedies conferred
                  upon the L/C Issuing Bank or any Bank by this Agreement or by
                  law.

         The obligations of each Borrower set out in this Clause 9 shall be in
         addition to and independent of every other security which the L/C
         Issuing Bank or any Bank may at any time hold in respect of such
         Obligor's obligations hereunder.



                                       28
<PAGE>   32

9.4      SETTLEMENT CONDITIONAL
         Any settlement or discharge between a Borrower and the L/C Issuing Bank
         or any Bank shall be conditional upon no security or payment to the L/C
         Issuing Bank or such Bank by such Borrower, or any other person on
         behalf of such Borrower, being avoided or reduced by virtue of any laws
         relating to bankruptcy, insolvency, liquidation or similar laws of
         general application and, if any such security or payment is so avoided
         or reduced, the L/C Issuing Bank or such Bank shall be entitled to
         recover the value or amount of such security or payment from such
         Borrower subsequently as if such settlement or discharge had not
         occurred.

9.5      RIGHT TO MAKE PAYMENTS UNDER LETTERS OF CREDIT
         The L/C Issuing Bank shall (without prejudice to the obligations of the
         Obligors hereunder in respect of any Letter of Credit) notify the
         relevant Borrower as soon as reasonably practicable upon receipt of any
         demand under a Letter of Credit and shall be entitled to make any
         payment in accordance with the terms of the relevant Letter of Credit
         without any reference to or further authority from the relevant
         Borrower or any other investigation or enquiry. Each Borrower
         irrevocably authorises the L/C Issuing Bank to comply with any demand
         under a Letter of Credit which is valid on its face.


10.      CANCELLATION, VOLUNTARY PREPAYMENT AND EXTENSION

10.1     CANCELLATION
         The Guarantor may, by giving to the Agent not less than five Business
         Days' prior written notice to that effect, cancel the whole or any part
         (being a minimum amount of EUR 5,000,000 and an integral multiple of
         EUR 1,000,000) of the Available Facility. Any such cancellation shall
         reduce the Available Commitment and Commitment of each Bank rateably.

10.2     VOLUNTARY PREPAYMENT
         Subject to Clause 24.4 (Break Costs) a Borrower may, by giving to the
         Agent not less than five Business Days prior written notice to that
         effect, prepay the whole or any part of an Advance (being an amount
         such that the Euro Amount of such Advance will be reduced by a minimum
         amount of EUR 5,000,000 (or, if less, the amount of the Advance) and
         integral multiple of EUR 1,000,000).

10.3     CANCELLATION OF LETTERS OF CREDIT
         Any Borrower which has requested a Letter of Credit may give the Agent
         not less than five Business Days' prior notice of its intention to
         procure that the relevant L/C Issuing Bank's liability under such
         Letter of Credit is reduced to zero (whereupon it shall do so).

10.4     NOTICE OF CANCELLATION OR VOLUNTARY PREPAYMENT
         Any notice of cancellation or prepayment given by the Guarantor
         pursuant to Clause 10.1 (Cancellation) or by a Borrower pursuant to
         Clause 10.2 (Voluntary Prepayment) or 10.3



                                       29
<PAGE>   33

         (Cancellation of Letters of Credit) shall be irrevocable and shall
         specify the date upon which such cancellation or prepayment is to be
         made and the amount of such cancellation or prepayment.

10.5     CANCELLATION OF A BANK'S COMMITMENT
         If:

         10.5.1   any sum payable to any Bank by an Obligor is required to be
                  increased pursuant to Clause 11.1 (Tax Gross-up); or

         10.5.2   any Bank claims indemnification from an Obligor under Clause
                  11.2 (Tax Indemnity) or Clause 13.1 (Increased Costs),

         the Guarantor may, whilst such circumstance continues, by not less than
         ten Business Days' prior notice to the Agent (which notice shall be
         irrevocable), cancel such Bank's Commitment whereupon such Bank shall
         cease to be obliged to participate in further Advances and its
         Commitment shall be reduced to zero.

10.6     PREPAYMENT OF A BANK'S COMMITMENT
         If the Guarantor gives notice pursuant to Clause 10.5 (Cancellation of
         a Bank's Commitment), each Borrower shall, at the time such notice
         expires and subject to Clause 24.4 (Break Costs), prepay the relevant
         Bank's portion of all outstanding Advances together with accrued
         interest thereon and all other amounts owing to such Bank hereunder and
         provide Cash Collateral for such Bank's portion of each Letter of
         Credit in an amount specified by the Agent (such amount not to exceed a
         proportion of the maximum actual and contingent liability of the L/C
         Issuing Bank in relation to such Letter of Credit equal to such Bank's
         L/C Proportion in relation to such Letter of Credit) and in the
         currency of each such Letter of Credit.

10.7     NO OTHER REPAYMENTS
         None of the Borrowers shall repay or cancel all or any part of the
         Outstandings except at the times and in the manner expressly provided
         herein.

10.8     EXTENSION
         The Guarantor may request an extension of the Facility for one period
         of twelve months, such period to commence on the Final Maturity Date
         and to end on the Extended Maturity Date in accordance with the
         procedure set out below.

         10.8.1   The Guarantor shall no later than 60 days prior to the Final
                  Maturity Date request by notice in writing to the Agent that
                  the Facility be extended to the Extended Maturity Date.

         10.8.2   The Agent shall, forthwith upon receipt of a request made
                  pursuant to sub-clause 10.8.1 above, advise each of the Banks
                  of such a request, and each of the Banks shall, no later than
                  25 Business Days prior to the Final Maturity



                                       30
<PAGE>   34

                  Date, notify the Agent in writing that either (i) it approves
                  of the extension of the Facility to the Extended Maturity Date
                  or (ii) it does not approve of such extension. Any Bank which
                  fails to notify the Agent of its approval or otherwise of the
                  extension of the Facility as aforesaid shall be deemed not to
                  approve of such extension. The Agent shall notify the
                  Guarantor of each Bank's decision no later than 20 Business
                  Days prior to the Final Maturity Date.

         10.8.3   Nothing contained in this Clause 10.8 shall oblige a Bank to
                  approve of an extension of the Facility to the Extended
                  Maturity Date. In considering whether or not to approve of
                  such an extension, each Bank shall make its own independent
                  appraisal of the creditworthiness of each Obligor and its own
                  independent investigation and assessment into the financial
                  condition and affairs of each Obligor.

         10.8.4   If any Bank does not approve or is deemed not to approve of
                  the extension of the Facility then, on the Final Maturity
                  Date, the Borrowers shall repay to such Bank such Bank's
                  portion of the outstanding Advances together with all other
                  amounts then owing by the Borrowers to such Bank and provide
                  Cash Collateral for such Bank's portion of each Letter of
                  Credit in an amount specified by the Agent (such amount not to
                  exceed a proportion of the maximum actual and contingent
                  liability of the L/C Issuing Bank in relation to such Letter
                  of Credit equal to such Bank's L/C Proportion in relation to
                  such Letter of Credit) and in the currency of each such Letter
                  of Credit.

         10.8.5   If any Bank does not approve or is deemed not to approve of
                  the extension of the Facility to the Extended Maturity Date
                  then the Agent shall promptly notify the other Banks thereof.

         10.8.6   Notwithstanding any other provision of this Clause 10.8, if a
                  Bank or group of Banks to whom in aggregate more than fifty
                  per cent of the Outstandings is owed does not approve of an
                  extension to the Final Maturity Date then the extension shall
                  not be made and the Borrowers shall repay all amounts
                  outstanding under the Facility Documents on or prior to the
                  Final Maturity Date in accordance with the terms hereof.


11.      TAXES

11.1     TAX GROSS-UP
         All payments to be made by an Obligor to any Finance Party hereunder
         shall be made free and clear of and without deduction for or on account
         of tax unless such Obligor is required to make such a payment subject
         to the deduction or withholding of tax, in which case the sum payable
         by such Obligor (in respect of which such deduction or withholding is
         required to be made) shall be increased to the extent necessary to
         ensure that such Finance Party


                                       31
<PAGE>   35

         receives a sum net of any deduction or withholding equal to the sum
         which it would have received had no such deduction or withholding been
         made or required to be made.

11.2     TAX INDEMNITY
         Without prejudice to Clause 11.1 (Tax Gross-up), if any Finance Party
         is required to make any payment of or on account of tax on or in
         relation to any sum received or receivable hereunder (including any sum
         deemed for purposes of tax to be received or receivable by such Finance
         Party whether or not actually received or receivable) or if any
         liability in respect of any such payment is asserted, imposed, levied
         or assessed against any Finance Party, the Borrowers shall, within 7
         Business Days of written demand of the Agent, indemnify the Finance
         Party which suffers a loss or liability as a result against such
         payment or liability, together with any interest, penalties, and
         out-of-pocket costs and expenses payable or incurred in connection
         therewith (unless such interest, penalties, costs or expenses arose due
         to the acts or default of the Finance Party not complying with any tax
         notice or assessment in a timely manner), PROVIDED THAT this Clause
         11.2 shall not apply to:

         11.2.1   any tax imposed on and calculated by reference to the net
                  income actually received or receivable as net income by such
                  Finance Party (but, for the avoidance of doubt, not including
                  any sum deemed for purposes of tax to be received or
                  receivable by such Finance Party but not actually receivable)
                  by the jurisdiction in which such Finance Party is
                  incorporated; or

         11.2.2   any tax imposed on and calculated by reference to the net
                  income of the Facility Office of such Finance Party actually
                  received or receivable by such Finance Party (but, for the
                  avoidance of doubt, not including any sum deemed for purposes
                  of tax to be received or receivable as net income by such
                  Finance Party but not actually receivable) by the jurisdiction
                  in which its Facility Office is located.

11.3     BANKS' TAX STATUS CONFIRMATION
         Each Bank confirms in favour of the Agent and each Borrower (on the
         date hereof or, in the case of a Bank which becomes a party hereto
         pursuant to a transfer or assignment, on the date on which the relevant
         transfer or assignment becomes effective) that it is Qualifying Lender
         and each Bank shall promptly notify the Agent and each Borrower if
         there is any change in its position from that set out above.

11.4     CLAIMS BY BANKS
         Any Finance Party intending to make a claim pursuant to Clause 11.2
         (Tax Indemnity) shall promptly notify the Agent of the event giving
         rise to the claim, whereupon the Agent shall notify the relevant
         Obligor thereof in writing.

11.5     EXCEPTIONS TO TAX GROSS-UP AND TAX INDEMNITY

         11.5.1   Each Finance Party will promptly on request by a Borrower take
                  all reasonable


                                       32
<PAGE>   36

                  steps (if any) required to be taken to establish entitlement
                  to exemption for any Borrower from withholding under any
                  applicable double tax treaty, including satisfying any
                  reasonable information, reporting or other requirement and
                  completion and filing of relevant forms, claims, declarations
                  and similar documents and shall provide the relevant Borrower
                  with copies of all forms, claims, declarations and similar
                  documents filed for such purpose.

         11.5.2   No additional amounts shall be payable to a Bank or the Agent
                  under Clause 11.1 (Tax Gross-up) or 11.2 (Tax Indemnity) in
                  respect of any payment from a Borrower if the Bank or Agent to
                  whom the relevant payment is to be made has failed (otherwise
                  than due to circumstances beyond its control) to comply with
                  its obligations under Clause 11.5.1 (unless such failure
                  results from the failure of a Borrower to comply with its
                  obligations under the relevant treaty).

         11.5.3   If a Bank ceases to be a Qualifying Lender (except as a result
                  of the introduction of, change in, or change in the
                  interpretation or application of any law occurring after the
                  date of this Agreement), then no Obligor shall be liable to
                  pay any amount under Clauses 11.1 or 11.2 in excess of the
                  amount which it would have been obliged to pay if that Bank
                  had remained a Qualifying Lender.


12.      TAX RECEIPTS

12.1     NOTIFICATION OF REQUIREMENT TO DEDUCT TAX
         If, at any time, an Obligor is required by law to make any deduction or
         withholding from any sum payable by it hereunder (or if thereafter
         there is any change in the rates at which or the manner in which such
         deductions or withholdings are calculated), such Obligor shall promptly
         notify the Agent.

12.2     EVIDENCE OF PAYMENT OF TAX
         If an Obligor makes any payment hereunder in respect of which it is
         required to make any deduction or withholding, it shall pay the full
         amount required to be deducted or withheld to the relevant taxation or
         other authority within the time allowed for such payment under
         applicable law and shall deliver to the Agent for each Bank, within
         thirty days after it has made such payment to the applicable authority,
         an original receipt (or a certified copy thereof) issued by such
         authority evidencing the payment to such authority of all amounts so
         required to be deducted or withheld in respect of that Bank's share of
         such payment.

12.3     TAX CREDIT PAYMENT
         If an additional payment is made under Clause 11 (Taxes) by an Obligor
         for the benefit of any Finance Party and such Finance Party, in its
         sole discretion, determines that it has obtained (and has derived full
         use and benefit from) a credit against, a relief or remission for, or
         repayment of, any tax, then, if and to the extent that such Finance
         Party, in its sole opinion, determines that:



                                       33
<PAGE>   37

         12.3.1   such credit, relief, remission or repayment is in respect of
                  or calculated with reference to the additional payment made
                  pursuant to Clause 11 (Taxes); and

         12.3.2   its tax affairs for its tax year in respect of which such
                  credit, relief, remission or repayment was obtained have been
                  finally settled,

         such Finance Party shall, to the extent that it can do so without
         prejudice to the retention of the amount of such credit, relief,
         remission or repayment, pay to such Obligor such amount as such Finance
         Party shall, in its sole opinion, determine to be the amount which will
         leave such Finance Party (after such payment) in no worse after-tax
         position than it would have been in had the additional payment in
         question not been required to be made by such Obligor.

12.4     TAX CREDIT CLAWBACK
         If any Finance Party makes any payment to an Obligor pursuant to Clause
         12.3 (Tax Credit Payment) and such Finance Party subsequently
         determines, in its sole opinion, that the credit, relief, remission or
         repayment in respect of which such payment was made was not available
         or has been withdrawn or that it was unable to use such credit, relief,
         remission or repayment in full, such Obligor shall reimburse such
         Finance Party such amount as such Finance Party determines, in its sole
         opinion, is necessary to place it in the same after-tax position as it
         would have been in if such credit, relief, remission or repayment had
         been obtained and fully used and retained by such Finance Party.

12.5     TAX AND OTHER AFFAIRS
         No provision of this Agreement shall interfere with the right of any
         Finance Party to arrange its tax or any other affairs in whatever
         manner it thinks fit, oblige any Finance Party to claim any credit,
         relief, remission or repayment in respect of any payment under Clause
         11.1 (Tax Gross-up) in priority to any other credit, relief, remission
         or repayment available to it nor oblige any Finance Party to disclose
         any information relating to its tax or other affairs or any
         computations in respect thereof.


13.      INCREASED COSTS

13.1     INCREASED COSTS
         If, by reason of (a) any change in law or in its interpretation or
         administration and/or (b) compliance with any request or requirement
         relating to the maintenance of capital or any other request from or
         requirement of any central bank or other fiscal, monetary or other
         authority (any such change in law, or in its interpretation or
         administration, and any such request or requirement, an "INCREASED COST
         TRIGGER EVENT"):

         13.1.1   a Bank or the L/C Issuing Bank or any holding company of such
                  Bank or the L/C Issuing Bank is unable to obtain the rate of
                  return on its capital which it would have been able to obtain
                  but for such Bank's or the L/C Issuing Bank's


                                       34
<PAGE>   38

                  entering into or assuming or maintaining a commitment, issuing
                  or performing its obligations under the Facility Documents or
                  any Letter of Credit;

         13.1.2   a Bank or the L/C Issuing Bank or any holding company of such
                  Bank or the L/C Issuing Bank incurs a cost as a result of such
                  Bank's or the L/C Issuing Bank's entering into or assuming or
                  maintaining a commitment, issuing or performing its
                  obligations under the Facility Documents or any Letter of
                  Credit; or

         13.1.3   there is any increase in the cost to a Bank or the L/C Issuing
                  Bank or any holding company of such Bank or the L/C Issuing
                  Bank of funding or maintaining such Bank's or the L/C Issuing
                  Bank's share of the Advances or, any Unpaid Sum or any Letter
                  of Credit,

         then the Borrowers shall, from time to time within 7 Business Days of
         written demand of the Agent, pay to the Agent for the account of that
         Bank or the L/C Issuing Bank amounts sufficient to indemnify that Bank
         or the L/C Issuing Bank or to enable that Bank or the L/C Issuing Bank
         to indemnify its holding company from and against, as the case may be,
         (i) such reduction in the rate of return of capital, (ii) such cost or
         (iii) such increased cost.

13.2     INCREASED COSTS CLAIMS
         A Bank or the L/C Issuing Bank intending to make a claim pursuant to
         Clause 13.1 (Increased Costs) shall notify the Agent of the claim and
         give reasonable details of the circumstances and event giving rise to
         such claim and of its calculation of the amount claimed, whereupon the
         Agent shall notify the Borrowers thereof in writing providing such
         details of the claim PROVIDED THAT nothing in this Clause shall oblige
         any Bank to disclose any information which it considers, acting
         reasonably to be confidential.

13.3     EXCLUSIONS TO INCREASED COSTS
         Notwithstanding the foregoing provisions of this Clause 13, no Bank or
         L/C Issuing Bank shall be entitled to make any claim under this Clause
         13 in respect of:

         13.3.1   any cost, increased cost or liability as referred to in Clause
                  13.1 (Increased Costs) to the extent the same is compensated
                  by the Mandatory Costs Rate; or

         13.3.2   any cost, increased cost or liability compensated by Clause 11
                  (Taxes); or

         13.3.3   any cost, increased cost or liability resulting from any
                  Increased Cost Trigger Event except where such Bank or, as the
                  case may be, the L/C Issuing Bank can demonstrate that such
                  Increased Cost Trigger Event occurs, or is made or imposed,
                  after the date of this Agreement;

         13.3.4   any cost, increased cost or liability resulting from a failure
                  by a Bank to comply with any requests from or requirement of
                  any central bank or fiscal or monetary authority (whether or
                  not having force


                                       35
<PAGE>   39

                  of law, but if not having force of law being a request of a
                  nature with which banks generally are accustomed or expected
                  to comply); or

         13.3.5   any cost, increased cost or liability arising more than 90
                  days prior to the receipt by the Borrowers of a written notice
                  under Clause 13.2 (Increased Costs Claims).


14.      ILLEGALITY

         If, at any time, it is or will become unlawful for a Bank or the L/C
         Issuing Bank to make, fund, issue, participate in or allow to remain
         outstanding all or part of its share of the Advances or Letters of
         Credit, then that Bank or the L/C Issuing Bank shall, promptly after
         becoming aware of the same, deliver to the Guarantor through the Agent
         a written notice to that effect and:

         14.1.1   such Bank or the L/C Issuing Bank shall not thereafter be
                  obliged to participate in any Advance or Letter of Credit (or,
                  in the case of the L/C Issuing Bank, to issue any Letter of
                  Credit) and the amount of its Commitment shall be immediately
                  reduced to zero; and

         14.1.2   if the Agent on behalf of such Bank or the L/C Issuing Bank so
                  requires, the Guarantor shall on such date as the Agent shall
                  have specified in order to comply with the relevant law:

                  (a)      repay such Bank's share of any outstanding Advances
                           together with accrued interest thereon and all other
                           amounts owing to such Bank hereunder; and

                  (b)      provide Cash Collateral for such Bank's portion of
                           each Letter of Credit in an amount specified by the
                           Agent (such amount not to exceed a proportion of the
                           maximum actual and contingent liability of the L/C
                           Issuing Bank in relation to such Letter of Credit
                           equal to such Bank's L/C Proportion in relation to
                           such Letter of Credit) and in the currency of such
                           Letter of Credit.

15.      MITIGATION

         If, in respect of any Bank, circumstances arise which would or would
         upon the giving of notice result in:

         15.1.1   an increase in any sum payable to it or for its account
                  pursuant to Clause 11.1 Tax Gross-up);

         15.1.2   a claim for indemnification pursuant to Clause 11.2 (Tax
                  Indemnity) or Clause 13.1 (Increased Costs); or



                                       36
<PAGE>   40

         15.1.3   the reduction of its Available Commitment to zero or any
                  repayment to be made by the Guarantor pursuant to Clause 14
                  (Illegality),

         then, without in any way limiting, reducing or otherwise qualifying the
         rights of such Bank or the obligations of the Obligors under any of the
         Clauses referred to in sub-clauses 15.1.1, 15.1.2 and 15.1.3 such Bank
         shall promptly upon becoming aware of such circumstances notify the
         Agent thereof and, in consultation with the Agent and the Guarantor and
         to the extent that it can do so lawfully and without prejudice to its
         own position, take reasonable steps (including a change of location of
         its Facility Office or the transfer of its rights, benefits and
         obligations hereunder to another financial institution acceptable to
         the Guarantor and willing to participate in the Facility) to mitigate
         the effects of such circumstances, PROVIDED THAT such Bank shall be
         under no obligation to take any such action if, in the opinion of such
         Bank, to do so might have an adverse effect upon its business,
         operations or financial condition (other than any minor costs and
         expenses of an administrative nature).


16.      REPRESENTATIONS

         Each Obligor makes the representations and warranties set out in Clause
         16.1 (Status) to Clause 16.29 (No Event of Default) (with respect to
         itself) and acknowledges that the Finance Parties have entered into the
         Facility Documents in reliance on those representations and warranties.

16.1     STATUS
         It is a corporation (or, in the case of the Guarantor, a Maryland real
         estate investment) duly organised, validly existing and (to the extent
         such concept is recognised) in good standing under the laws of its
         Relevant Jurisdiction.

16.2     GOVERNING LAW AND JUDGMENTS
         In any proceedings taken in its Relevant Jurisdiction in relation to
         the Facility Documents, the choice of English law as the governing law
         of the Facility Documents and any judgment obtained in England will be
         recognised and enforced.

16.3     BINDING OBLIGATIONS
         Subject to the legal (but not factual) qualifications contained in the
         legal opinions delivered pursuant to Clause 2.3 (Conditions Precedent),
         the obligations expressed to be assumed by it in the Facility Documents
         to which it is a party are legal and valid obligations binding on it
         and enforceable against it in accordance with the terms thereof,
         subject to general principles of equity, bankruptcy, insolvency or
         other similar laws affecting the enforcement of creditors' rights and,
         in the case of the Guarantor, applicable United States Debtor Relief
         Laws including, without limitation, the United States Bankruptcy Code.


                                       37
<PAGE>   41

16.4     EXECUTION OF FACILITY DOCUMENTS
         Its execution of the Facility Documents to which it is a party and its
         exercise of its rights and performance of its obligations hereunder do
         not and will not:

         16.4.1   conflict with any agreement, mortgage, bond or other
                  instrument or treaty to which it is a party or which is
                  binding upon it or any of its assets;

         16.4.2   conflict with its constitutive documents (and, in the case of
                  the Guarantor, its declaration of trust); or

         16.4.3   conflict with any applicable law (including, in the case of
                  the Guarantor, any applicable trust law),

         except, in any such case, where violation of any of the foregoing could
         not reasonably be expected to have a Material Adverse Effect.

         It has the power (including, in the case of the Guarantor, trust power)
         to enter into the Facility Documents to which it is a party and all
         corporate, trust and other action required to authorise the execution
         by it thereof and the performance of its obligations thereunder has
         been duly taken.

16.5     NO WINDING-UP
         No member of the Group nor any Unconsolidated Affiliate (the total
         assets of which, when aggregated with the total assets of any other
         member of the Group or Unconsolidated Affiliate in relation to which
         any of the events referred to in this Clause 16.5 applies, exceed 5% of
         Total Assets (as defined in Clause 18.2 (Financial Definitions)) of the
         Guarantor (determined on a consolidated basis) and no Obligor has taken
         any corporate action nor have any other steps been taken or legal
         proceedings been started or (to the best of its knowledge and belief)
         threatened against any such member of the Group, any such
         Unconsolidated Affiliate or any Obligor for its winding-up,
         dissolution, liquidation, administration or re-organisation (whether by
         voluntary arrangement, scheme of arrangement or otherwise) or the
         appointment of a receiver, administrator, administrative receiver,
         conservator, custodian, trustee or similar officer of it or of any or
         all of its assets or revenues.

16.6     NO MATERIAL DEFAULTS
         No member of the Group is in breach of or in default under any
         agreement to which it is a party or which is binding on it or any of
         its assets to an extent or in a manner which could reasonably be
         expected to have a Material Adverse Effect.


                                       38
<PAGE>   42

16.7     NO MATERIAL PROCEEDINGS
         Except as disclosed to and accepted by the Agent prior to the date
         hereof, no action or administrative proceeding of or before any court
         or agency has been started nor (to the best of its knowledge and
         belief) does there exist a genuine threat thereof against any member of
         the Group which is reasonably likely to be determined adversely against
         such member of the Group and which, if so adversely determined, is
         reasonably likely to have a Material Adverse Effect. Except as
         disclosed to and accepted by the Agent prior to the date hereof, no
         outstanding and unpaid judgment exists against any member of the Group
         which could reasonably be expected to have a Material Adverse Effect.

16.8     TAXES

         16.8.1   All of the tax returns of the Group required to be filed have
                  been filed (or extensions have been granted) before
                  delinquency, except for returns for which the failure to file
                  could not reasonably be expected to have a Material Adverse
                  Effect, and all taxes imposed upon each member of the Group
                  have been paid in accordance with Clause 19.20 (Taxes).

         16.8.2   As of the date hereof, no United States federal income tax
                  returns of the "affiliated group" (as defined in the I.R.C.
                  and the rules and regulations promulgated thereunder) of which
                  the Guarantor is a member have been examined and closed. The
                  members of such affiliated group have filed all United States
                  Federal income tax returns and all other material tax returns
                  which are required to be filed by them and have paid all taxes
                  due pursuant to such returns or pursuant to any assessment
                  received by any of them. The charges, accruals and reserves on
                  the books of the Guarantor in respect of taxes or other
                  governmental charges are, in the opinion of the Guarantor,
                  adequate.

         16.8.3   The Guarantor qualifies as a REIT.

16.9     PENSION PLANS

         16.9.1   Except as disclosed in the Original Financial Statements of
                  the Guarantor and except to the extent that any such
                  termination, liability, penalty, or fine would not (either
                  individually or in the aggregate) reasonably be expected to
                  have a Material Adverse Effect (a) no steps have been taken to
                  terminate any Pension Plan and no contribution failure has
                  occurred with respect to any Pension Plan sufficient to give
                  rise to an Encumbrance under any applicable pension laws
                  (including, without limitation, ERISA), (b) no condition
                  exists or event or transaction has occurred with respect to
                  any Pension Plan which could reasonably be expected to result
                  in the incurrence by the Guarantor or any ERISA Affiliate of
                  any material liability with respect to any contribution
                  thereto, fine, or penalty, and (c) neither the Guarantor nor
                  any ERISA Affiliate has any material contingent liability with
                  respect to any post retirement benefit under a Pension Plan.



                                       39
<PAGE>   43

         16.9.2   EXEMPTION FROM ERISA: PLAN ASSETS
                  The assets of the Guarantor are not "plan assets" (as defined
                  in 29. C.F.R. para 2510.3-101 (a) (1) (or any successor
                  regulation)) of any Pension Plan.

         16.9.3   PENSION PLANS
                  All Pension Plans applied within the Group comply with all
                  material provisions of applicable law and employ reasonable
                  actuarial assumptions. No member of the Group has any
                  liability in respect of any Pension Plan (save as permitted in
                  accordance with ERISA) and there are no circumstances which
                  may give rise to such liability.

16.10    GOVERNMENT REGULATIONS
         No member of the Group is subject to regulation under the United States
         Investment Company Act of 1940, as amended, or the United States Public
         Utility Holding Company Act of 1939, as amended.

16.11    AUDITED FINANCIAL STATEMENTs
         The most recent financial statements of each Borrower (audited if
         required in accordance with the provisions of Clause 17.2 (Borrower's
         Annual Statements) and the most recent audited consolidated financial
         statements of the Guarantor:

         16.11.1  were prepared in accordance with accounting principles
                  generally accepted in:

                  (a)      in the case of the Original Borrowers, the
                           Netherlands, and the United States of America;

                  (b)      in the case of the Guarantor, the United States of
                           America; and

                  (c)      in the case of each Additional Borrower, its Relevant
                           Jurisdiction;

         16.11.2       disclose all material liabilities (contingent or
                       otherwise) and all unrealised or anticipated losses of
                       (in the case of each Borrower) each Borrower and (in the
                       case of the Guarantor) the Group on a consolidated basis;
                       and

         16.11.3       save as disclosed therein, give a true and fair view of
                       the financial condition and operations of each Borrower
                       or, as the case may be, the Group during the relevant
                       financial year.

16.12    NO MATERIAL ADVERSE CHANGE
         Since the date as at which the most recent financial statements
         (audited, if applicable)) of each Borrower and the most recent audited
         consolidated financial statements of the Guarantor were stated to be
         prepared, there has been no change in the business or financial
         condition of such Borrower or, as the case may be, the Group which
         could reasonably be expected to have a Material Adverse Effect.


                                       40
<PAGE>   44

16.13    WRITTEN INFORMATION
         All written factual information (other than the Information Memorandum
         but including any information supplied in relation to the preparation
         of any due diligence reports by or on behalf of the Arrangers prior to
         the date hereof) supplied to the Agent in connection with this
         Agreement is true and accurate in all material respects as at the date
         it was given and is not misleading in any material respect.

16.14    INFORMATION MEMORANDUM
         The factual information contained in the Information Memorandum is true
         and accurate in all material respects as at the date of the Information
         Memorandum, the financial projections contained therein have been
         prepared on the basis of recent historical information and on the basis
         of reasonable assumptions and nothing has occurred or been omitted that
         renders the information contained in the Information Memorandum untrue
         or misleading in any material respect.

16.15    VALIDITY AND ADMISSIBILITY IN EVIDENCE
         All acts, conditions and things required to be done, fulfilled and
         performed in order (a) to enable it lawfully to enter into, exercise
         its rights under and perform and comply with the obligations expressed
         to be assumed by it in the Facility Documents, (b) to ensure that the
         obligations expressed to be assumed by it in the Facility Documents are
         legal, valid, binding and enforceable and (c) to make the Facility
         Documents admissible in evidence in its Relevant Jurisdiction have been
         (or, by the latest time permitted by applicable law, will be) done,
         fulfilled and performed.

16.16    CLAIMS PARI PASSU
         Under the laws of its Relevant Jurisdiction in force at the date
         hereof, the claims of the Finance Parties against it under the Facility
         Documents will rank at least pari passu with the claims of all its
         other unsecured and unsubordinated creditors save those whose claims
         are preferred solely by any bankruptcy, insolvency, liquidation or
         other similar laws of general application.

16.17    NO FILING OR STAMP TAXES
         Under the laws of its Relevant Jurisdiction in force at the date
         hereof, it is not necessary that:

         16.17.1  the Facility Documents be filed, recorded or enrolled with any
                  court or other authority; or

         16.17.2  any stamp, registration or similar tax be paid on or in
                  relation to the Facility Documents.

16.18    ENCUMBRANCES
         Save for Permitted Encumbrances, no Encumbrance exists over all or any
         of the present or future revenues or assets of any member of the Group.


                                       41
<PAGE>   45

16.19    NO DEDUCTION OR WITHHOLDING
         Under the laws of its Relevant Jurisdiction in force at the date
         hereof, it will not be required to make any deduction or withholding
         from any payment it may make hereunder.

16.20    ENVIRONMENTAL COMPLIANCE
         Except as otherwise disclosed to and accepted by the Agent prior to the
         date hereof, each member of the Group has duly performed and observed
         in all material respects all Environmental Law, Environmental Permits
         and all other material covenants, conditions, restrictions or
         agreements directly or indirectly concerned with any contamination,
         pollution or waste or the release or discharge of any toxic or
         hazardous substance in connection with any real property which is or
         was at any time owned, leased or occupied by any member of the Group or
         on which any member of the Group has conducted any activity where
         failure to do so could reasonably be expected to have a Material
         Adverse Effect.

16.21    ENVIRONMENTAL CLAIMS
         Except as otherwise disclosed to and accepted by the Agent prior to the
         date hereof, no Environmental Claim has been commenced or (to the best
         of the Obligors' knowledge and belief) has been threatened in writing
         against any member of the Group where such claim is reasonably likely
         to be determined against such member of the Group and, if so
         determined, could reasonably be expected to have a Material Adverse
         Effect.

16.22    NO IMMUNITY
         In any proceedings taken in its Relevant Jurisdiction in relation to
         the Facility Documents it will not be entitled to claim for itself or
         any material part of its assets immunity from suit, execution,
         attachment or other legal process.

16.23    OWNERSHIP OF THE BORROWERS
         Each Borrower is a wholly-owned subsidiary of the Guarantor.

16.24    YEAR 2000 COMPLIANT
         The Guarantor has undertaken a review of all of its Computer Systems to
         determine that they are Year 2000 Compliant and has not identified any
         Computer System which, upon failure to be Year 2000 Compliant, would
         have a material adverse impact on its business or the results of its
         operations.

16.25    TRANSACTIONS WITH AFFILIATES
         No member of the Group, nor any Unconsolidated Affiliate is a party to
         any material transaction with any other member of the Group or
         Unconsolidated Affiliate which has not been entered into on arm's
         length terms or otherwise in the reasonable commercial interests of the
         Group taken as a whole.


                                       42
<PAGE>   46

16.26    REAL PROPERTY AND OTHER ASSETS
         Each member of the Group has good and marketable title (or the
         equivalent of good and marketable title in jurisdictions that do not
         use such terminology) to all property (including all Property) owned by
         it and to all of its revenues and assets and enjoys such possession
         under all leases of property (including Property) or assets leased by
         it as is necessary for the proper use and operation of such property
         (including Property) or assets.

16.27    COMPLIANCE WITH APPLICABLE LAWS
         Each member of the Group has complied with all applicable laws and
         regulations of material importance in relation to its business and
         operations, failure to comply with which would have a Material Adverse
         Effect.

16.28    CONSENTS
         All consents, licenses and other approvals necessary and material for
         the conduct of each member of the Group's business have been or will be
         obtained as and when required.

16.29    NO EVENT OF DEFAULT
         No Event of Default or Potential Event of Default has occurred which is
         continuing.

16.30    REPETITION OF REPRESENTATIONS
         The Repeated Representations shall be deemed to be repeated by each
         Obligor by reference to the facts and circumstances then existing on
         each date on which an Advance is or is to be made or a Letter of Credit
         is to be issued or its Term extended, and Clause 16.14 (Information
         Memorandum) shall be deemed to be made on the date that the Information
         Memorandum is approved by the Borrowers and the Guarantor and on the
         Syndication Date.


17.      FINANCIAL INFORMATION

17.1     GUARANTOR'S ANNUAL STATEMENTS
         The Guarantor shall, as soon as the same become available but in any
         event within 120 days after the end of each of its financial years,
         deliver to the Agent, in sufficient copies for the Banks, the audited
         consolidated financial statements of the Group for such financial year,
         audited by an internationally recognised firm of independent auditors
         licensed to practise in its Relevant Jurisdiction.

17.2     BORROWER'S ANNUAL STATEMENTS
         Each Borrower shall, if so requested by any Bank through the Agent and
         as soon as the same becomes available but in any event within 180 days
         after the end of the relevant financial year of such Borrower, deliver
         to the Agent its financial statements (audited by an internationally
         recognised firm of independent auditors licensed to practise in its
         Relevant Jurisdiction if such Borrower is required by applicable law to
         produce audited financial statements) for such financial year.


                                       43
<PAGE>   47

17.3     SEMI-ANNUAL STATEMENTS
         The Guarantor shall (and each Borrower shall, if so requested by any
         Bank through the Agent) as soon as the same become available, but in
         any event within 90 days after the end of each half of each of its
         financial years, deliver to the Agent in sufficient copies for the
         Banks its financial statements (or, in the case of the Guarantor, the
         consolidated financial statements of the Group) for such period.

17.4     QUARTERLY STATEMENTS
         The Guarantor shall (and each Borrower shall, if so requested by any
         Bank through the Agent) as soon as the same become available but in any
         event within 50 days after the end of each quarter of each of its
         financial years deliver to the Agent in sufficient copies for the Banks
         its financial statements (or, in the case of the Guarantor, its
         consolidated financial statements) for such period.

17.5     REQUIREMENTS AS TO FINANCIAL STATEMENTS
         Each Obligor shall ensure that each set of financial statements
         delivered by it pursuant to this Clause 17 is:

         17.5.1   in the case of the Guarantor, prepared in accordance with
                  GAAP; and

         17.5.2   certified by an Authorised Signatory of such Obligor as giving
                  a true and fair view of its financial condition (or, in the
                  case of financial statements of the Guarantor, the financial
                  condition of the Group) as at the end of the period to which
                  those financial statements relate and of the results of its
                  (or, as the case may be, the Group's) operations during such
                  period.

17.6     COMPLIANCE CERTIFICATES
         The Guarantor shall ensure that each set of financial statements
         delivered by it pursuant to Clause 17.1 (Guarantor's Annual Statements)
         and Clause 17.3 (Semi-annual Statements) is accompanied by a Compliance
         Certificate signed by its auditors (in the case of a Compliance
         Certificate delivered with the Group's annual consolidated financial
         statements) or by a duly authorised senior financial officer (in the
         case of a Compliance Certificate delivered with any semi-annual
         financial statements).

17.7     INFORMATION TO SHAREHOLDERS
         The Guarantor, shall promptly after mailing or delivery thereof,
         deliver to the Agent in sufficient copies for the Banks, copies of all
         filings with the Securities Exchange Commission.

17.8     OTHER FINANCIAL INFORMATION
         Each Obligor shall from time to time on the request of the Agent,
         furnish the Agent with such information about its (or, as the case may
         be, the Group's) business and financial condition as the Agent may
         reasonably require.



                                       44
<PAGE>   48

17.9     ACCOUNTING POLICIES
         The Guarantor shall ensure that each set of financial statements of the
         Guarantor delivered pursuant to this Clause 17 is prepared using
         accounting policies, principles and reference periods consistent with
         those applied in the preparation of its Original Financial Statements
         unless, in relation to any such set of financial statements, the
         Guarantor notifies the Agent that there have been one or more changes
         in any such accounting policies, principles or reference periods and
         the Guarantor provides:

         17.9.1   a description of the changes and the adjustments which would
                  be required to be made to those financial statements (in
                  reasonable detail and to the extent that such changes and
                  adjustments are relevant for the purpose of calculating the
                  financial ratios contained in Clause 18.1 (Financial
                  Conditions)) in order to cause them to use the accounting
                  policies, principles and reference periods upon which the
                  immediately preceding financial statements of the Guarantor
                  delivered to the Agent for the purposes of this Agreement were
                  prepared; and

         17.9.2   (if any such description of changes and adjustments is
                  provided to the Agent pursuant to Clause 17.9.1) such
                  additional information, in reasonable detail, as may be
                  reasonably requested by the Agent in order to enable the Agent
                  to calculate the financial ratios contained in Clause 18.1
                  (Financial Conditions) on the basis of such changes and
                  adjustments when taken in conjunction with any other
                  description of changes and adjustments previously provided to
                  the Agent pursuant to Clause 17.9.1 (but without, for the
                  avoidance of doubt, imposing any obligation on the Guarantor
                  to maintain parallel accounting records for the purpose of
                  calculating the financial ratios contained in Clause 18.1
                  (Financial Conditions) in the event of any relevant changes in
                  accounting policies, principles or reference periods),

         and any reference in this Agreement to those financial statements shall
         be construed as a reference to those financial statements as adjusted
         on the basis of each of the changes and adjustments referred to in
         Clause 17.9.1.


18.      FINANCIAL CONDITION

18.1     FINANCIAL CONDITION
         The Guarantor shall ensure that the financial condition of the Group,
         shall be such that:

         18.1.1   TOTAL DEBT/TANGIBLE NET WORTH
                  The ratio of Total Debt to Tangible Net Worth at any time
                  shall not exceed 1.00: 1.00.

         18.1.2   INTEREST EXPENSE COVERAGE RATIO
                  The Interest Expense Coverage Ratio at any time shall not be
                  less than 2.00: 1.00.


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<PAGE>   49

         18.1.3   FIXED CHARGE COVERAGE RATIO
                  The Fixed Charge Coverage Ratio at any time shall not be less
                  than 1.75: 1.00.

         18.1.4   SECURED DEBT/TOTAL ASSETS
                  The ratio of Secured Debt to Total Assets at any time shall be
                  less than 1.00: 4.00.

18.2     FINANCIAL DEFINITIONS
         In this Agreement the following terms have the following meanings.

         "ACTUAL CAPITAL EXPENDITURES" means any expenditures by a person that
         are properly classified in the relevant financial statements of such
         person in accordance with GAAP as a capital asset for (a) tenant
         improvements and capitalised lease commissions on previously leased
         space, and (b) recurring capital expenditures relating to any Property.

         "AFFILIATE" of a person means any other individual or entity who
         directly or indirectly controls, or is controlled by, or is under
         common control with, that person. For purposes of this definition
         "control," "controlled by," and "under common control with" mean
         possession, directly or indirectly, of power to direct (or cause the
         direction of) management or policies (whether through ownership of
         voting securities or other ownership interests, by contract, or
         otherwise).

         "CAPITAL EXPENDITURES" means an amount equal to the sum of (a) in the
         case of Properties that are not Refrigerated Warehouse Properties, the
         greater of (1) Actual Capital Expenditures with respect to such
         Properties during the four (4) financial quarters ending on the date of
         determination, and (ii) the product of (A) the sum of the total square
         footage with respect to all completed industrial space in all such
         Properties as of the last day of each of the immediately preceding five
         (5) calendar quarters, divided by five (5), and (B) $0.15, and (b) in
         the case of Properties that are Refrigerated Warehouse Properties, the
         greater of (i) Actual Capital Expenditures with respect to such
         Properties during the four (4) financial quarters ending on the date of
         determination, and (ii) the product of (A) the sum of the total cubic
         footage with respect to all completed space in all such Properties as
         of the last day of each of the immediately preceding five (5) calendar
         quarters, divided by five (5), and (B) $0.06.

         "CAPITAL LEASE" means any capital lease or sublease that has been (or
         under GAAP should be) capitalized on a balance sheet.

         "COMPANIES" means, without duplication, the Guarantor and each of its
         Consolidated Affiliates, and "COMPANY" means any one of the Companies.

         "DEBT SERVICE" means, for any person for any period, the sum of all
         regularly scheduled principal payments (other than Excluded Debt
         Service) and all Interest Expense that are


                                       46
<PAGE>   50

         paid or payable during such period in respect of all Indebtedness of
         such person (excluding the payment or amortization of Interest Expense
         consisting of fees and expenses paid upon the incurrence of
         Indebtedness and paid in cash with the proceeds of such Indebtedness).

         "DISQUALIFIED STOCK" means any person's Stock which by its terms (or by
         the terms of any Stock into which it is convertible or for which it is
         exchangeable or exercisable) (a) matures or is subject to mandatory
         redemption, pursuant to a sinking fund obligation or otherwise, (b) is
         convertible into or exchangeable or exercisable for a Liability or
         Disqualified Stock during the term of this Agreement, (c) is redeemable
         during the term of this Agreement at the option of the holder of such
         Stock, or (d) otherwise requires any mandatory payments by any Company,
         in each case on or before the Final Maturity Date; PROVIDED THAT
         "Disqualified Stock" shall not include any preferred Stock solely
         because such Stock requires the payment of Distributions with respect
         to such Stock prior to the payment of Distributions with respect to any
         other class of Stock.

         "EXCLUDED DEBT SERVICE" means, for any period, any regularly scheduled
         principal payments on (a) any Indebtedness which pays such Indebtedness
         in full, but only to the extent the amount of such final payment is
         greater than the scheduled principal payment immediately preceding such
         final payment, and (b) any Indebtedness that is rated at least Baa3 and
         BBB-, as the case may be, by at least two (2) of Moody's, S&P, and D&P
         and issued prior to September 30 1999.

         "FIXED CHARGE COVERAGE RATIO" means as of any date, the ratio of (a)
         (i) Funds from Operations, plus (ii) Interest Expense, minus (iii)
         Capital Expenditures, to (b) the sum of (i) Debt Service in respect of
         all Indebtedness, plus (ii) Distributions of any kind or character or
         other proceeds paid or payable with respect to Disqualified Stock, in
         each case for the Companies and for the four (4) financial quarters
         ending on the date of determination.

         "FUNDS FROM OPERATIONS" means for the Guarantor for any period, net
         earnings (before Distributions in respect of preferred Stock) plus
         depreciation and amortization (exclusive of amortization of financing
         costs), all as determined in accordance with GAAP; PROVIDED THAT there
         shall not be included in such calculation (a) any proceeds of any
         insurance policy other than rental or business interruption insurance
         received by such person (b) any gain or loss which is classified as
         "extraordinary" in accordance with GAAP, (c) any capital gains and
         taxes on capital gains in each case exclusive of such amounts
         recognized in accordance with GAAP that are attributable to bona fide
         sales to third parties (including the ProLogis European Properties
         Fund, to the extent of any third party interests therein) by ProLogis
         Services, Kings Park Holding S.A., and International Consolidated
         Affiliates of Properties developed by such persons with the intention
         of reselling such Properties to third parties and not holding such
         ProLogis Properties as an Investment, (d) any non-recurring and
         non-cash event that is excluded from the Guarantor's reported Funds
         from Operations in its quarterly 10-Q and annual 10-K Financial
         Statements, (e) any tax expense which is classified as "deferred" in
         accordance with GAAP, (f) any tax income which is classified as a tax
         benefit in accordance with GAAP, (g) any foreign exchange gain or loss
         which is the result of a period ending "mark to market" of intercompany
         or third-party loans or hedges (for


                                       47
<PAGE>   51

         currency or interest rate swaps) in accordance with GAAP, and (h) gains
         or losses from sales of depreciated Properties of the Guarantor. The
         Funds from Operations contribution from Unconsolidated Affiliates shall
         be (i) included only to the extent that such amounts have been, or are
         not prohibited on the last day of the applicable period of
         determination from being distributed (directly or indirectly) to a
         Company and (ii) calculated on the same basis as this definition. Funds
         from Operations shall be calculated as if all minority interests in
         Consolidated Affiliates have been converted into Stock of the
         Guarantor.

         "GAAP" means generally accepted accounting principles of the Accounting
         Principles Board of the American Institute of Certified Public
         Accountants and the Financial Accounting Standards Board that are
         applicable on the date of this Agreement.

         "HEDGING AGREEMENTS" means any and all agreements, devices, or
         arrangements designed to protect at least one of the parties thereto
         from fluctuations of interest rates, exchange rates, or forward rates
         applicable to such party's assets, liabilities, or exchange
         transactions, including, without limitation, dollar-denominated or
         cross-currency interest rate exchange agreements, forward currency
         exchange agreements, interest rate cap, swap, or collar protection
         agreements, and forward rate currency or interest rate options, as the
         same may be amended or modified and in effect from time to time, and
         any and all cancellations, buybacks, reversals, terminations, or
         assignments of the foregoing.

         "INDEBTEDNESS" means, for any person, all Liabilities (without
         duplication) of such person that are (a) Liabilities for borrowed money
         of such person, (b) evidenced by bonds, debentures, notes, or similar
         instruments of such person, (c) obligations to pay the deferred
         purchase price of assets, services, or Stock except (i) accounts
         payables, (ii) obligations incurred in the ordinary course of business
         to pay the purchase price of Stock so long as such obligations are paid
         within customary settlement terms, and (iii) obligations to purchase
         Stock (other than Stock of the Guarantor or any of its Affiliates)
         pursuant to subscription or Stock purchase agreements in the ordinary
         course of business, (d) secured by an Encumbrance existing on any
         property of such person or any interest of such person therein, whether
         or not such Liability shall have been assumed by such person, (e)
         Capital Leases, (f) a guaranty, endorsement, or other contingent
         obligation of such person (other than (i) endorsement in the ordinary
         course of business of negotiable instruments or documents for deposit
         or collection, and (ii) indemnification obligations and purchase price
         adjustments pursuant to acquisition agreements entered into in the
         ordinary course of business), and (g) accounts payable, accrued
         expenses, net obligations arising under Hedging Agreements, and other
         Liabilities not included in the calculation of (a) through (f) above
         which in the aggregate are in excess of five percent (5%) of the amount
         of Total Assets of such person determined in accordance with GAAP plus
         the amount of any accumulated depreciation with respect to such assets,
         as of the date of determination.

         "INTEREST EXPENSE" means, for any person for any period, all interest
         expense on such person's Indebtedness (whether direct, indirect, or
         contingent, and including interest on all convertible Liabilities)
         determined in accordance with GAAP.


                                       48
<PAGE>   52

         "INTEREST EXPENSE COVERAGE RATIO" means, as of any date, the ratio of
         (a) the sum of (i) Funds from Operations, plus (ii) Interest Expense to
         (b) the sum of (i) Interest Expense (excluding the payment or
         amortisation of Interest Expense consisting of fees and expenses paid
         upon the incurrence of Indebtedness and paid in cash with the proceeds
         of such Indebtedness), plus (ii) Distributions of any kind or character
         or other proceeds paid or payable with respect to any Disqualified
         Stock, in each case for each member of the Group and for the four (4)
         financial quarters ending on the date of determination.

         "INTERNATIONAL CONSOLIDATED AFFILIATES" means each Consolidated
         Affiliate of a Borrower that is not organised under the laws of a state
         located in the United States and "INTERNATIONAL CONSOLIDATED AFFILIATE"
         means any one of the International Consolidated Affiliates.

         "INVESTMENT" in any person means any investment, whether by means of
         Stock purchase, loan, advance, extension of credit, capital
         contribution, or otherwise, in or to such person, the guarantee of any
         Liabilities of such person, or the subordination of any claim against
         such person to other Liabilities of such person.

         "LIABILITIES" means (without duplication), for any person, (a) any
         obligations required by GAAP to be classified upon such person's
         balance sheet as liabilities, (b) any liabilities secured (or for which
         the holder of the Liability has an existing Right, contingent or
         otherwise, to be so secured) by any Encumbrance existing on property
         owned or acquired by that person, (c) any obligations that have been
         (or under GAAP should be) capitalised for financial reporting purposes,
         and (d) any guarantees, endorsements, and other contingent obligations
         with respect to Liabilities or obligations of others, and "LIABILITY"
         means any of the Liabilities.

         "REFRIGERATED WAREHOUSE PROPERTIES" means each Property that is a
         temperature-controlled facility and "Refrigerated Warehouse Property"
         means any one of the Refrigerated Warehouse Properties.

         "RIGHTS" means rights, remedies, powers, privileges, and benefits.

         "SECURED DEBT" means, for any person, Indebtedness of such person
         secured by any Encumbrances (other than those referred to in paragraphs
         (a) to (i) inclusive in the definition of Permitted Encumbrances) in
         any of such person's Properties or other assets.

         "TANGIBLE NET WORTH" means for any person as of any date, (a) Total
         Assets less (to the extent included therein) the book value of all
         assets that would be treated as intangible assets under GAAP (including
         goodwill, trademarks, trade names, copyrights, patents, deferred
         charges, and unamortized debt discount and expense), minus (b) all
         Liabilities of such person minus (c) the amount determined in
         accordance with GAAP attributable to any minority interests in
         Consolidated Affiliates of such person.

         "TOTAL ASSETS" means for any person at any time (a) such person's total
         assets determined in


                                       49
<PAGE>   53

         accordance with GAAP, plus (b) accumulated depreciation with respect to
         such assets.

         "TOTAL DEBT" means at any time in relation to any person, Indebtedness
         at such time of such person;

18.3     FINANCIAL TESTING
         The financial covenants set out in Clause 18.1 (Financial Condition)
         shall be tested by reference to each of the financial statements and
         each Compliance Certificate delivered pursuant to Clause 17 (Financial
         Information).

18.4     ACCOUNTING TERMS
         All accounting expressions which are not otherwise defined herein shall
         be construed in accordance with GAAP applicable on the date of this
         Agreement.


19.      COVENANTS

19.1     MAINTENANCE OF LEGAL VALIDITY
         Each Obligor shall obtain, comply with the terms of and do all that is
         necessary to maintain in full force and effect all authorisations,
         approvals, licences and consents required in or by the laws of its
         Relevant Jurisdiction to enable it lawfully to enter into and perform
         its obligations under the Facility Documents and to ensure the
         legality, validity, enforceability or admissibility in evidence of the
         Facility Documents in its jurisdiction of incorporation.

19.2     INSURANCE
         The Guarantor shall maintain insurances on and in relation to the
         business and assets of each member of the Group with reputable
         underwriters or insurance companies against such risks and to such
         extent as is usual for companies carrying on a business such as that
         carried on by each such member of the Group.

19.3     ENVIRONMENTAL COMPLIANCE
         Each Obligor shall, and the Guarantor shall ensure that each other
         member of the Group shall, comply in all material respects with all
         Environmental Laws and obtain and maintain any Environmental Permits
         and take all reasonable steps in anticipation of known or expected
         future changes to or obligations under the same, breach of which (or
         failure to obtain, maintain or take which) could reasonably be expected
         to have a Material Adverse Effect.

19.4     ENVIRONMENTAL CLAIMS
         Each Obligor shall inform the Agent in writing (and the Guarantor shall
         ensure that each other member of the Group shall inform the Guarantor)
         as soon as reasonably practicable upon becoming aware of the same if
         any Environmental Claim has been commenced or (to the best of such
         Obligor's, or such other member of the Group's, knowledge and belief)
         is genuinely threatened or threatened in writing against any member of
         the Group or of any facts or circumstances which will or are reasonably
         likely to result in any Environmental Claim being commenced or
         threatened against any member of the Group in any case where such


                                       50
<PAGE>   54

         claim would be reasonably likely to be determined against such member
         of the Group and if so determined would be reasonably likely to have a
         Material Adverse Effect.

19.5     NOTIFICATION OF EVENTS OF DEFAULT
         Each Obligor shall promptly inform the Agent of the occurrence of any
         Event of Default or Potential Event of Default and, upon receipt of a
         written request to that effect from the Agent, confirm to the Agent
         that, save as previously notified to the Agent or as notified in such
         confirmation, no Event of Default or Potential Event of Default has
         occurred.

19.6     CLAIMS PARI PASSU
         Each Obligor shall ensure that at all times the claims of the Finance
         Parties against it under the Facility Documents rank at least pari
         passu with the claims of all its other unsecured and unsubordinated
         creditors save those whose claims are preferred by any bankruptcy,
         insolvency, liquidation or other similar laws of general application.

19.7     NEGATIVE PLEDGE
         None of the Borrowers (nor, if any Borrower on-lends any amount
         borrowed by it hereunder, any other member of the Group to which such
         amount is on-lent) shall create or permit to subsist any Encumbrance
         over all or any of its present or future revenues or assets (other than
         Permitted Encumbrances falling within paragraphs (a) to (i) of the
         definition of "Permitted Encumbrance"). The Guarantor shall not and
         shall ensure that no other member of the Group shall create or permit
         to subsist any Encumbrance over all or any of its present or future
         revenues or assets other than Permitted Encumbrances.

19.8     LOANS, GUARANTEES AND INVESTMENTS
         The Guarantor shall ensure that:

         19.8.1   no member of the Group shall acquire any shares or other
                  equity interest in any person otherwise than on arm's length
                  terms or in the reasonable commercial interests of the Group
                  taken as a whole;and

         19.8.2   no member of the Group shall make any loans or grant any
                  credit to, or give any guarantee or indemnity (except as
                  required or permitted pursuant to the Facility Documents) in
                  respect of the obligations of any person which is not a member
                  of, the Group or which is not an Unconsolidated Affiliate or
                  otherwise voluntarily assume any liability, whether actual or
                  contingent, in respect of any obligation of any other person
                  which is not a member of the Group or which is not an
                  Unconsolidated Affiliate other than (a) loans to tenants of
                  Properties in relation to tenant improvements on such
                  Properties in the ordinary course of business or (b) any such
                  loan, credit, guarantee or indemnity not otherwise permitted
                  pursuant to (a) above where the aggregate amount of such loan
                  or credit or the maximum amount which could be claimed under
                  such guarantee or indemnity (when aggregated with the
                  aggregate amount of each other such loan or credit and the
                  maximum amount which could be claimed under each other such
                  guarantee or indemnity which is not otherwise permitted
                  pursuant to (a) above) does not exceed EUR 15,000,000 or its
                  equivalent. For the avoidance of doubt, this Clause 19.8.2


                                       51
<PAGE>   55


                  shall not apply to (i) the guarantee of up to French Francs
                  210,000,000 dated as of 29 December 1998 granted by the
                  Guarantor in favour of certain financial institutions party to
                  an acquisition facility agreement dated 29 December 1998
                  between ProLogis France III SAS, ProLogis France II SARL, such
                  financial institutions as lenders and Credit Immobilier
                  General as agent for such lenders or (ii) the guarantee of up
                  to French Francs 100,000,000 dated as of 5 March 1999 granted
                  by the Guarantor in favour of certain financial institutions
                  party to a secured term loan agreement dated as of 29 December
                  1998 (as amended on 5 March 1999) between Garonor S.A., such
                  financial institutions as lenders, Credit Immobilier General
                  as agent for such lenders and Societe Generale as security
                  agent.

19.9     DISPOSALS
         The Guarantor shall not and shall ensure that no other member of the
         Group shall sell, assign, lease, transfer, or otherwise dispose of any
         of their assets, other than to a member of the Group, and except for
         (a) sales, leases, or other dispositions of assets that are obsolete or
         have negligible fair market value, (b) sales of equipment for a fair
         and adequate consideration (but if replacement equipment is necessary
         for the proper operation of the business of the seller, the seller must
         promptly replace the sold equipment), (c) sale or other disposal of
         assets relating to the Refrigerated Warehouse Business and (d) sales or
         other transfers of Property during any twelve (12) month period having
         a fair market value of not more than twenty percent (20%) of the fair
         market value of all Properties of the Group prior to such sale or
         transfer.

19.10    MERGERS
         None of the Obligors shall, and the Guarantor shall ensure that no
         other member of the Group (the total assets of which, when aggregated
         with the total assets of any other member of the Group to which this
         Clause 19.10 applies, exceed 5% of Total Assets (as defined in Clause
         18.2 (Financial Definitions)) of the Guarantor (determined on a
         consolidated basis) shall, without the prior written consent of an
         Instructing Group, merge or consolidate with any other person, enter
         into any demerger transaction or participate in any other type of
         corporate reconstruction save where any of the foregoing does not (i)
         result in a Change of Control or (ii) materially and adversely affect
         any Obligor's ability to comply with its obligations under the Facility
         Documents.

19.11    DIVIDENDS AND DISTRIBUTIONS
         The Guarantor shall not declare, make, or pay any Distributions, other
         than (a) Permitted Distributions and (b) Distributions declared, made,
         or paid by the Guarantor wholly in the form of its Stock.

19.12    SYNDICATION
         Each Obligor shall, and the Guarantor shall ensure that each other
         member of the Group shall, provide reasonable assistance to the
         Arrangers in the preparation of the Information Memorandum and the
         primary syndication of the Facility (including, without limitation, by
         making management available for the purpose of making presentations to,
         or meeting, potential lending institutions) and will comply with all
         reasonable requests for information


                                       52
<PAGE>   56

         from potential syndicate members prior to the Syndication Date.

19.13    YEAR 2000 COMPLIANT
         Each Obligor shall use all reasonable endeavours to procure that all
         Computer Systems used within the Group which are of material importance
         to the business and operations of the Group are (or will by no later
         than 31 December 1999 be) Year 2000 Compliant.

19.14    ARM'S LENGTH TERMS
         No member of the Group nor any Unconsolidated Affiliate shall enter
         into any arrangement or contract with any other member of the Group or
         Unconsolidated Affiliate otherwise than on arm's length terms or on
         terms which are in the reasonable commercial interests of the Group
         taken as a whole.

19.15    FINANCIAL INDEBTEDNESS
         The Guarantor shall ensure that none of the Borrowers (and if any
         Borrower on-lends any amounts borrowed hereunder to any other member of
         the Group, the relevant member of the Group to which amounts are
         on-lent) shall incur any Financial Indebtedness other than Financial
         Indebtedness (a) incurred pursuant to this Agreement or (b) incurred in
         circumstances permitted by Clause 19.14 (Arm's Length Terms).

19.16    AFFILIATES LIST
         The Guarantor shall provide the Agent semi-annually in arrears (and
         otherwise on the reasonable request of any Bank through the Agent) with
         a written list of all Consolidated Affiliates and Unconsolidated
         Affiliates existing at such time. The Consolidated Affiliates and
         Unconsolidated Affiliates on the date hereof are set out in Schedule 6
         (Consolidated and Unconsolidated Affiliates).

19.17    RATING
         Promptly upon receipt of notice thereof, and in any event within five
         Business Days after any change in the Rating of the Guarantor (as
         announced from time to time by any of S&P, Moody's and D&P), the
         Guarantor shall give written notice of such change to the Agent.

19.18    MAINTENANCE OF RECORDS
         Each Obligor shall maintain such books and such records as may from
         time to time be required by the laws of its Relevant Jurisdiction or
         which are usual for companies carrying on a business such as that
         carried on by such Obligor.

19.19    MAINTENANCE OF PROPERTY
         Each Obligor shall take all reasonable steps to ensure that at all
         times it implements and maintains a repair programme so that any and
         all property (including any Property) which is owned or controlled by
         such Obligor is maintained in accordance with good industry practice.



                                       53
<PAGE>   57

19.20    TAXES
         The Guarantor shall, and shall ensure that each member of the Group
         shall:

         19.20.1  promptly pay when due any and all taxes (other than property
                  and franchise taxes); and

         19.20.2  (in relation to any and all property and franchise taxes)
                  promptly pay the same when due or (in circumstances where
                  there is no material risk of any levy or execution of any
                  Encumbrance on the assets or revenues in relation to which
                  such taxes are imposed prior to or during the 30 day period
                  referred to below and no material risk of attachment or
                  similar process in relation to such assets or revenues prior
                  to or during the 30 day period referred to below and PROVIDED
                  THAT in such circumstances the aggregate amount of such taxes
                  does not exceed EUR 10,000,000 or its equivalent) within 30
                  days of receipt of notice by the relevant member of the Group
                  that such taxes are due and payable.

         This Clause 19.20 shall not apply to taxes which are being contested in
         good faith by lawful proceedings diligently conducted, against which
         reserve or other provision required by generally accepted accounting
         practices in the Relevant Jurisdiction of the relevant member of the
         Group have been made, and in respect of which levy and execution of any
         Encumbrance have been and continue to be stayed.

19.21    MAINTENANCE OF RATINGS
         The Guarantor shall ensure that it at all times maintains a credit
         rating of the type described in the definition of "RATING" from at
         least two of S&P, Moody's and D&P.

19.22    MAINTENANCE OF REIT STATUS
         The Guarantor shall take all action necessary (as and when required in
         accordance with applicable law) to remain qualified as a REIT.


20.      EVENTS OF DEFAULT

         Each of Clause 20.1 (Failure to Pay) to Clause 20.18 (Material Adverse
         Change) describes circumstances which constitute an Event of Default
         for the purposes of this Agreement.

20.1     FAILURE TO PAY
         Any Obligor fails to pay any sum due from it under the Facility
         Documents within 4 Business Days of such failure to pay.

20.2     MISREPRESENTATION
         Any material representation or material statement made or deemed to be
         made by an Obligor in the Facility Documents or in any notice or other
         document, certificate or statement


                                       54
<PAGE>   58

         delivered by it pursuant hereto or in connection herewith is or proves
         to have been incorrect or misleading in any material respect when made
         or deemed to be made unless the underlying circumstances are capable of
         remedy and are remedied within 10 Business Days of that date.

20.3     SPECIFIC COVENANTS
         An Obligor fails duly to perform or comply with any of the obligations
         expressed to be assumed by it in Clause 17 (Financial Information),
         Clause 19.9 (Disposals), Clause 19.10 (Mergers), Clause 19.11
         (Dividends and Distributions) or Clause 19.15 (Financial Indebtedness).

20.4     FINANCIAL CONDITION
         At any time any of the requirements of Clause 18.1 (Financial
         Condition) is not satisfied.

20.5     OTHER OBLIGATIONS
         An Obligor fails duly to perform or comply with any other obligation
         expressed to be assumed by it in the Facility Documents and such
         failure, if capable of remedy, is not remedied within thirty days after
         the earlier of (i) such Obligor obtaining knowledge thereof and (ii)
         the Agent giving notice thereof to such Obligor

20.6     CROSS DEFAULT
         Any Financial Indebtedness of any member of the Group or any
         Unconsolidated Affiliate is not paid when due, any Financial
         Indebtedness of any member of the Group or any Unconsolidated Affiliate
         is declared to be or otherwise becomes due and payable prior to its
         specified maturity by reason of a default, event of default or
         termination event (however described), any commitment for any Financial
         Indebtedness of any member of the Group or any Unconsolidated Affiliate
         is cancelled or suspended by a creditor of any such member of the Group
         or such Unconsolidated Affiliate by reason of a default, event of
         default or termination event (however described) or any creditor of any
         member of the Group or any Unconsolidated Affiliate becomes entitled to
         declare any Financial Indebtedness of any such member of the Group or
         such Unconsolidated Affiliate due and payable prior to its specified
         maturity by reason of a default, event of default or termination event
         (however described), PROVIDED THAT

         20.6.1   it shall not constitute an Event of Default if the aggregate
                  amount (or its equivalent in euro) of all such Financial
                  Indebtedness is less than EUR 15,000,000; and

         20.6.2   (if any creditor of any member of the Group or any
                  Unconsolidated Affiliate becomes entitled to declare any
                  Financial Indebtedness of any such member of the Group or such
                  Unconsolidated Affiliate due and payable prior to its
                  specified maturity by reason of a default, event of default or
                  termination event (however described)), the same shall not
                  constitute an Event of Default until the expiry of 30 days
                  after the first date on which such entitlement arose PROVIDED
                  THAT such entitlement did not arise as a result of such member
                  of the Group's or such Unconsolidated Affiliate's failure to
                  pay any Financial Indebtedness when due and PROVIDED FURTHER
                  THAT, for the avoidance of doubt, this Clause 20.6.2 is
                  subject to and without prejudice to the preceding provisions
                  of this


                                       55
<PAGE>   59

                  Clause 20.6 in relation to the occurrence of an Event of
                  Default if the relevant Financial Indebtedness (which the
                  relevant creditor has become entitled to declare due and
                  payable prior to its specified maturity by reason of a
                  default, event of default or termination event (however
                  described)) is declared to be or otherwise becomes due and
                  payable prior to its specified maturity by reason of a
                  default, event of default or termination event (however
                  described) during such 30 day period.

20.7     INSOLVENCY AND RESCHEDULING
         Any member of the Group or any Unconsolidated Affiliate (the total
         assets of which, when aggregated with the total assets of any other
         member of the Group or Unconsolidated Affiliate to which this Clause
         applies, exceed 5% of Total Assets (as defined in Clause 18.2
         (Financial Definitions)) of the Guarantor (on a consolidated basis) is
         unable to pay its debts as they fall due, commences negotiations with
         any one or more of its creditors with a view to the general
         readjustment or rescheduling of its indebtedness or makes a general
         assignment for the benefit of or a composition with its creditors.

20.8     WINDING-UP
         Any member of the Group or any Unconsolidated Affiliate (the total
         assets of which, when aggregated with the total assets of any other
         member of the Group or Unconsolidated Affiliate to which this Clause
         applies, exceed 5% of Total Assets (as defined in Clause 18.2
         (Financial Definitions)) of the Guarantor (on a consolidated basis)
         takes any corporate action or other steps are taken or legal
         proceedings are started (which are not frivolous or vexatious) for its
         winding-up, dissolution, liquidation, administration or re-organisation
         (whether by way of voluntary arrangement, scheme of arrangement or
         otherwise except for any such action taken for the purposes of a
         reconstruction or amalgamation whilst solvent on terms previously
         approved by the Agent, such approval not to be unreasonably withheld or
         delayed in the case of a member of the Group which is not an Obligor)
         or for the appointment of a liquidator, receiver, administrator,
         administrative receiver, conservator, custodian, trustee or similar
         officer of it or of any or all of its revenues and assets.

20.9     EXECUTION OR DISTRESS
         Any execution or distress is levied against (and is not discharged or
         paid out within 10 days), or an encumbrancer takes possession of, the
         whole or any part of, the property, undertaking or assets of any member
         of the Group or any event occurs which under the laws of any
         jurisdiction has a similar or analogous effect in each case PROVIDED
         THAT it shall not be an Event of Default under this Clause unless the
         aggregate amount of assets which are the subject of any such action as
         aforesaid exceeds EUR 30,000,000 or its equivalent.

20.10    FAILURE TO COMPLY WITH FINAL JUDGMENT
         Any member of the Group fails to comply with or pay any sum due from it
         under, any final judgment or any final order made or given by any court
         of competent jurisdiction PROVIDED THAT it shall not be an Event of
         Default under this Clause unless the aggregate of all such sums exceeds
         EUR 30,000,000 or its equivalent.


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20.11    GOVERNMENTAL INTERVENTION
         By or under the authority of any government, (a) the management of any
         member of the Group or any Unconsolidated Affiliate (the total assets
         of which, when aggregated with the total assets of any other member of
         the Group or any Unconsolidated Affiliate to which this Clause applies,
         exceed 5% of Total Assets (as defined in Clause 18.2 (Financial
         Definitions)) of the Guarantor (on a consolidated basis) is wholly or
         partially displaced or the authority of any such member of the Group or
         any such Unconsolidated Affiliate in the conduct of its business is
         wholly or partially curtailed or (b) all or a majority of the issued
         shares of any such member of the Group or any such Unconsolidated
         Affiliate or the whole or any part (the book value of which is twenty
         per cent. or more of the book value of the whole) of its revenues or
         assets is seized, nationalised, expropriated or compulsorily acquired.

20.12    OWNERSHIP OF THE BORROWERS
         Any Borrower ceases to be (directly or indirectly) a wholly-owned
         subsidiary of the Guarantor PROVIDED THAT with the prior consent of an
         Instructing Group, any change in the ownership of a Borrower shall be
         permitted to the extent that such change (i) does not result in a
         Change of Control and (ii) is not likely (in the opinion of an
         Instructing Group) to adversely affect any Obligor's ability to comply
         with its obligations under any of the Facility Documents.

20.13    STATUS OF THE GUARANTOR
         The Guarantor ceases to be a REIT.

20.14    THE GROUP'S BUSINESS
         Save with the consent of an Instructing Group, the Group taken as a
         whole ceases to carry on or changes a material part of, the business
         (other than the Refrigerated Warehouse Business) it carries on at the
         date hereof or enters into any unrelated business which results in any
         material change to the nature of such business (save that the cessation
         of the Refrigerated Warehouse Business shall not be an Event of
         Default).

20.15    REPUDIATION
         An Obligor repudiates any Facility Document or does or causes to be
         done any act or thing evidencing an intention to repudiate any Facility
         Document.

20.16    ILLEGALITY
         At any time it is or becomes unlawful for an Obligor to perform or
         comply with any or all of its material obligations hereunder or any of
         the material obligations of an Obligor hereunder are not or cease to be
         legal, valid, binding and enforceable (where for this purpose the
         guarantee of the Guarantor contained in this Agreement is, for the
         avoidance of doubt, material).

20.17    QUALIFICATION TO FINANCIAL STATEMENTS
         The external auditors of the Group make a qualification in their audit
         opinion in relation to the consolidated financial statements of the
         Group required to be delivered pursuant to Clause 17.1 (Guarantor's
         Annual Statements) which, in the reasonable opinion of an Instructing
         Group, is reasonably likely to have a Material Adverse Effect.


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20.18    MATERIAL ADVERSE CHANGE
         Any event or circumstance occurs which an Instructing Group reasonably
         believes is reasonably likely to have a Material Adverse Effect.

20.19    ACCELERATION AND CANCELLATION
         Upon the occurrence of an Event of Default and at any time thereafter
         whilst it is continuing, the Agent may (and, if so instructed by an
         Instructing Group, shall) by notice to the Borrowers:

         20.19.1  declare all or any part of the Advances to be immediately due
                  and payable (whereupon the same shall become so payable
                  together with accrued interest thereon and any other sums then
                  owed by the Borrowers hereunder) or declare all or any part of
                  the Advances to be due and payable on demand of the Agent;
                  and/or

         20.19.2  require each Borrower which has requested a Letter of Credit
                  to procure that the liabilities of each of the Banks and the
                  L/C Issuing Bank under each Letter of Credit are promptly
                  reduced to zero and/or provide Cash Collateral for each Letter
                  of Credit in an amount specified by the Agent (such amount not
                  to exceed the maximum actual and contingent liability of the
                  L/C Issuing Bank in relation to such Letter of Credit) and in
                  the currency of such Letter of Credit (whereupon such Borrower
                  shall do so); and/or

         20.19.3  declare that the Facility shall be cancelled, whereupon the
                  same shall be cancelled and the Commitment of each Bank shall
                  be reduced to zero.

20.20    ADVANCES DUE ON DEMAND
         If, pursuant to Clause 20.19 (Acceleration and Cancellation), the Agent
         declares all or any part of the Advances to be due and payable on
         demand of the Agent, then, and at any time thereafter whilst an Event
         of Default is continuing, the Agent may (and, if so instructed by an
         Instructing Group, shall) by notice to the Borrowers:

         20.20.1  require repayment of all or such part of the Advances and any
                  other payment due hereunder on such date as it may specify in
                  such notice (whereupon the same shall become due and payable
                  on the date specified together with accrued interest thereon
                  and any other sums then owed by the Borrowers hereunder) or
                  withdraw its declaration with effect from such date as it may
                  specify; and

         20.20.2  declare that the Facility shall be cancelled, whereupon the
                  same shall be cancelled and the Commitment of each Bank
                  reduced to zero.

20.21    LENGTH OF TERMS
         If, pursuant to Clause 20.19 (Acceleration and Cancellation), the Agent
         declares the Advances to be due and payable on demand of the Agent, the
         Term in respect of any such


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<PAGE>   62

         Advance shall, if the Agent subsequently demands payment before the
         scheduled Repayment Date in respect of such Advance, be deemed (except
         for the purposes of Clause 24.4 (Break Costs) to be of such length that
         it ends on the date that such demand is made.


21.      GUARANTEE AND INDEMNITY

21.1     GUARANTEE
         The Guarantor irrevocably and unconditionally guarantees to each
         Finance Party the due and punctual observance and performance of all
         the terms, conditions and covenants on the part of each Borrower
         contained in the Facility Documents and agrees to pay from time to time
         on demand any and every sum or sums of money which each such Borrower
         is at any time liable to pay to any Finance Party under or pursuant to
         the Facility Documents and which has become due and payable but has not
         been paid at the time such demand is made.

21.2     INDEMNITY
         The Guarantor irrevocably and unconditionally agrees as a primary
         obligation to indemnify each Finance Party from time to time on demand
         from and against any loss incurred by any Finance Party as a result of
         any of the obligations the Borrowers (or any of them) under or pursuant
         to the Facility Documents being or becoming void, voidable,
         unenforceable or ineffective as against the Borrowers (or any of them)
         for any reason whatsoever, whether or not known to any Finance Party or
         any other person, the amount of such loss being the amount which the
         person or persons suffering it would otherwise have been entitled to
         recover from the Borrowers (or any of them).

21.3     ADDITIONAL SECURITY
         The obligations of the Guarantor herein contained shall be in addition
         to and independent of every other security (if any) which any Finance
         Party may at any time hold in respect of any of the Obligors'
         obligations under the Facility Documents.

21.4     CONTINUING OBLIGATIONS
         The obligations of the Guarantor herein contained shall constitute and
         be continuing obligations notwithstanding any settlement of account or
         other matter or thing whatsoever and shall not be considered satisfied
         by any intermediate payment or satisfaction of all or any of the
         obligations of Borrowers (or any of them) under the Facility Documents
         and shall continue in full force and effect until final payment in full
         of all amounts owing by the Borrowers (or any of them) under the
         Facility Documents and total satisfaction of all the Borrowers' actual
         and contingent obligations thereunder.

21.5     OBLIGATIONS NOT DISCHARGED
         Neither the obligations of the Guarantor herein contained nor the
         rights, powers and remedies conferred in respect of the Guarantor upon
         any Finance Party by this Agreement or by law shall be discharged,
         impaired or otherwise affected by:

         21.5.1   the bankruptcy, insolvency, winding-up, dissolution,
                  liquidation, administration


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<PAGE>   63

                  or re-organisation of any Borrower or any other person or any
                  change in its status, function, control or ownership;

         21.5.2   any of the obligations of any Borrower or any other person
                  under the Facility Documents or under any other security taken
                  in respect of any of its obligations under the Facility
                  Documents being or becoming illegal, invalid, unenforceable or
                  ineffective in any respect;

         21.5.3   time or other indulgence being granted or agreed to be granted
                  to any Borrower in respect of its obligations under the
                  Facility Documents or under any such other security;

         21.5.4   any amendment to, or any variation, waiver or release of, any
                  obligation of any Borrower under the Facility Documents or
                  under any such other security;

         21.5.5   any failure to take, or fully to take, any security
                  contemplated hereby or otherwise agreed to be taken in respect
                  of any Borrower's obligations under the Facility Documents;

         21.5.6   any failure to realise or fully to realise the value of, or
                  any release, discharge, exchange or substitution of, any
                  security taken in respect of any Borrower's obligations under
                  the Facility Documents; or

         21.5.7   any other act, event or omission which, but for this Clause
                  21.5, might operate to discharge, impair or otherwise affect
                  any of the obligations of the Guarantor herein contained in
                  the Facility Documents or any of the rights, powers or
                  remedies conferred upon any of the Finance Parties by the
                  Facility Documents or by law.

21.6     SETTLEMENT CONDITIONAL
         Any settlement or discharge between the Guarantor and any of the
         Finance Parties shall be conditional upon no security or payment to any
         Finance Party by an Obligor or any other person on behalf of an Obligor
         being avoided or reduced by virtue of any laws relating to bankruptcy,
         insolvency, liquidation or similar laws of general application and, if
         any such security or payment is so avoided or reduced, each Finance
         Party shall be entitled to recover the value or amount of such security
         or payment from the Guarantor subsequently as if such settlement or
         discharge had not occurred.

21.7     EXERCISE OF RIGHTS
         No Finance Party shall be obliged before exercising any of the rights,
         powers or remedies conferred upon them in respect of the Guarantor by
         this Agreement or by law to:

         21.7.1   take any action or obtain judgment in any court against any
                  Borrower;

         21.7.2   make or file any claim or proof in a winding-up or dissolution
                  of any Borrower; or


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<PAGE>   64

         21.7.3   enforce or seek to enforce any other security taken in respect
                  of any of the obligations of any Borrower hereunder.

21.8     DEFERRAL OF GUARANTOR'S RIGHTS
         The Guarantor agrees that, so long as any amounts are or may be owed by
         any Borrower hereunder or any Borrower is under any actual or
         contingent obligations under the Facility Documents, the Guarantor
         shall not exercise any rights which the Guarantor may at any time have
         by reason of performance by it of its obligations under the Facility
         Documents to:

         21.8.1   be indemnified by the Borrowers; and/or

         21.8.2   claim any contribution from any other guarantor of any
                  Borrower's obligations under the Facility Documents; and/or

         21.8.3   take the benefit (in whole or in part and whether by way of
                  subrogation or otherwise) of any rights of the Finance Parties
                  under the Facility Documents or of any other security taken
                  pursuant to, or in connection with, the Facility Documents by
                  all or any of the Finance Parties.

21.9     SUSPENSE ACCOUNTS
         All moneys received, recovered or realised by a Bank by virtue of
         Clause 21.1 (Guarantee) or Clause 21.2 (Indemnity) may, in that Bank's
         discretion, be credited to an interest bearing suspense or impersonal
         account and may be held in such account for such reasonable time as the
         Bank thinks fit pending the application from time to time (as such Bank
         may think fit) of such moneys in or towards the payment and discharge
         of any amounts owing by an Obligor to such Bank under the Facility
         Documents.


22.      COMMITMENT COMMISSION AND FEES

22.1     COMMITMENT COMMISSION
         The Guarantor shall pay to the Agent for account of each Bank a
         commitment commission on the amount of such Bank's Available Commitment
         from day to day during the period beginning on the date hereof and
         ending on the Final Maturity Date (or, if the Banks have granted an
         extension to the Facility pursuant to Clause 10.8 (Extension), the
         Extended Maturity Date), such commitment commission to be calculated at
         the rate per annum which is 50 per cent. of the Applicable Margin and
         payable in arrear on the last day of each successive period of three
         months which ends during such period and on the Final Maturity Date
         (or, if the Banks have granted an extension to the Facility pursuant to
         Clause 10.8 (Extension), the Extended Maturity Date).

22.2     ARRANGEMENT FEE
         The Guarantor shall pay to the Arrangers the fees specified in the
         letter of even date herewith from the Arrangers to the Guarantor at the
         times, and in the amounts, specified in such letter.


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22.3     AGENCY FEE
         The Guarantor shall pay to the Agent for its own account the agency
         fees specified in the letter of even date herewith from the Agent to
         the Guarantor at the times, and in the amounts, specified in such
         letter.


23.      COSTS AND EXPENSES

23.1     TRANSACTION EXPENSES
         The Guarantor shall, from time to time within 30 days of demand of the
         Agent, reimburse each of the Agent and each of the Arrangers for all
         reasonable costs and expenses (including legal fees) together with any
         VAT thereon incurred by it in connection with the negotiation,
         preparation and execution of this Agreement, any other document
         referred to in this Agreement and the completion of the transactions
         herein contemplated.

23.2     PRESERVATION AND ENFORCEMENT OF RIGHTS
         The Guarantor shall, from time to time within 7 days of demand of the
         Agent, reimburse the Finance Parties for all costs and expenses
         (including legal fees) on a full indemnity basis together with any VAT
         thereon incurred in or in connection with the preservation and/or
         enforcement of any of the rights of the Finance Parties under this
         Agreement and any other document referred to in this Agreement
         (including, without limitation, any costs and expenses relating to any
         investigation (with reasonable cause) as to whether or not an Event of
         Default might have occurred or any steps necessary or desirable in
         connection with any proposal for remedying or otherwise resolving an
         Event of Default or Potential Event of Default).

23.3     STAMP TAXES
         The Guarantor shall pay all stamp, registration and other taxes to
         which this Agreement, any other document referred to in this Agreement
         or any judgment given in connection therewith is or at any time may be
         subject and shall, within 21 days of written demand of the Agent,
         indemnify the Finance Parties against any reasonable liabilities,
         costs, claims and expenses resulting directly from any failure to pay
         or any delay in paying any such tax.

23.4     COSTS
         If an Obligor requests any amendment, waiver or consent then the
         Guarantor shall, within 30 days of demand by the Agent, reimburse the
         Finance Parties for all reasonable costs and expenses (including legal
         fees) together with any VAT thereon incurred by such person in
         responding to or complying with such request.

23.5     BANKS' LIABILITIES FOR COSTS
         If the Guarantor fails to perform any of its obligations under this
         Clause 23, each Bank shall, in its Proportion, indemnify each of the
         Agent and the Arrangers against any loss incurred by any of them as a
         result of such failure.


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24.      DEFAULT INTEREST AND BREAK COSTS

24.1     DEFAULT INTEREST PERIODS
         If any sum due and payable by an Obligor hereunder is not paid on the
         due date therefor in accordance with Clause 27 (Payments) or if any sum
         due and payable by an Obligor under any judgment of any court in
         connection herewith is not paid on the date of such judgment, the
         period beginning on such due date or, as the case may be, the date of
         such judgment and ending on the date upon which the obligation of such
         Obligor to pay such sum is discharged shall be divided into successive
         periods, each of which (other than the first) shall start on the last
         day of the preceding such period and the duration of each of which
         shall (except as otherwise provided in this Clause 24) be selected by
         the Agent.

24.2     DEFAULT INTEREST
         Each Finance Party's portion of an Unpaid Sum shall bear interest
         during each Term in respect thereof at the rate per annum which is 1.5
         per cent. per annum above the percentage rate which would apply to an
         Advance in the amount and currency of such Unpaid Sum and for the same
         Term (but assuming for this purpose that "EURIBOR" shall be replaced by
         a reference to the rate per annum, as notified by such Finance Party to
         the Agent, which represents the cost to such Finance Party of funding
         from whatever sources it may select its portion of such Unpaid Sum
         during such Term), PROVIDED THAT if such Unpaid Sum relates to an
         Advance which became due and payable on a day other than the last day
         of the Term thereof:

         24.2.1   the first such Term applicable to such Unpaid Sum shall be of
                  a duration equal to the unexpired portion of the current Term
                  relating to that Advance; and

         24.2.2   the percentage rate of interest applicable thereto from time
                  to time during such period shall be that which exceeds by 1.5
                  per cent. the rate which would have been applicable to it had
                  it not so fallen due save that the Applicable Margin shall be,
                  or be deemed to be, the highest rate specified in the
                  definition thereof.

24.3     PAYMENT OF DEFAULT INTEREST
         Any interest which shall have accrued under Clause 24.2 (Default
         Interest) in respect of an Unpaid Sum shall be due and payable and
         shall be paid by the Obligor owing such Unpaid Sum on the last day of
         its Term or on such other dates as the Agent may specify by notice to
         such Obligor.

24.4     BREAK COSTS
         If any Bank or the Agent on its behalf receives or recovers all or any
         part of an Advance or Unpaid Sum otherwise than on the last day of the
         Term thereof, the Borrowers shall pay to the Agent on demand for
         account of such Bank an amount equal to the amount (if any) by which
         (a) the additional interest which would have been payable on the amount
         so received or recovered had it been received or recovered on the last
         day of the Term thereof (excluding any element of interest representing
         the Applicable Margin) exceeds (b) the amount of interest


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         which in the opinion of the Agent would have been payable to the Agent
         on the last day of the Term thereof in respect of a deposit in the
         currency of the amount so received or recovered equal to the amount so
         received or recovered placed by it with a prime bank in Amsterdam (or,
         in the case of amounts denominated in an Optional Currency, London) for
         a period starting on the first Business Day following the date of such
         receipt or recovery and ending on the last day of the Term thereof.


25.      GUARANTOR'S INDEMNITIES

25.1     GUARANTOR'S INDEMNITY
         The Guarantor undertakes to indemnify:

         25.1.1   each Finance Party against any cost, claim, loss, expense
                  (including legal fees) or liability together with any VAT
                  thereon, whether or not reasonably foreseeable, which it may
                  sustain or incur as a consequence of the occurrence of any
                  Event of Default or any default by any Obligor in the
                  performance of any of the obligations expressed to be assumed
                  by it in the Facility Documents;

         25.1.2   the Agent against any reasonable cost or loss it may suffer or
                  incur as a result of its entering into, or performing, any
                  foreign exchange contract for the purposes of Clause 27
                  (Payments);

         25.1.3   each Bank against any reasonable cost or loss it may suffer
                  under Clause 23.5 (Banks' Liabilities for Costs) or Clause
                  30.5 (Indemnification);

         25.1.4   each Bank or the L/C Issuing Bank against any reasonable cost
                  or loss it may suffer or incur as a result of either:

                  (a)      its funding or making arrangements to fund its
                           portion of an Advance requested by any Borrower
                           hereunder but not made; or

                  (b)      its issuing or making arrangements to issue a Letter
                           of Credit requested by any Borrower hereunder but not
                           issued,

                           by reason of the operation of any one or more of the
                           provisions hereof; and

         25.1.5   each Bank against any reasonable loss it may suffer or incur
                  as a result of its funding its portion of any Advance which is
                  denominated in euro or sterling by reason of Clause 3.3
                  (Conditions for Drawing in an Optional Currency).

25.2     CURRENCY INDEMNITY
         If any sum (a "SUM") due from an Obligor under this Agreement or any
         order, judgment given or made in relation hereto has to be converted
         from the currency (the "FIRST CURRENCY") in which such Sum is payable
         into another currency (the "SECOND CURRENCY") for the purpose of:


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         25.2.1   making or filing a claim or proof against such Obligor;

         25.2.2   obtaining an order, judgment in any court or other tribunal;
                  or

         25.2.3   enforcing any order, judgment given or made in relation
                  hereto,

         the Guarantor shall indemnify each person to whom such Sum is due from
         and against any reasonable loss suffered or incurred as a result of any
         discrepancy between (a) the rate of exchange used for such purpose to
         convert such Sum from the First Currency into the Second Currency and
         (b) the rate or rates of exchange available to such person at the time
         of receipt of such Sum.


26.      CURRENCY OF ACCOUNT AND PAYMENT

26.1     CURRENCY OF ACCOUNT
         The euro is the currency of account and payment for each and every sum
         at any time due from an Obligor hereunder, PROVIDED THAT:

         26.1.1   each repayment of an Advance or Unpaid Sum or a part thereof
                  shall be made in the currency in which such Advance or Unpaid
                  Sum is denominated at the time of that repayment;

         26.1.2   each payment in respect of a Letter of Credit (including any
                  Cash Collateral in respect of a Letter of Credit) shall be
                  made in the currency in which such Letter of Credit is
                  denominated;

         26.1.3   each payment of interest shall be made in the currency in
                  which the sum in respect of which such interest is payable is
                  denominated;

         26.1.4   each payment in respect of costs and expenses shall be made in
                  the currency in which the same were incurred;

         26.1.5   each payment pursuant to Clause 11.2 (Tax Indemnity) or Clause
                  13.1 (Increased Costs) shall be made in the currency specified
                  by the party claiming thereunder; and

         26.1.6   any amount expressed to be payable in a currency other than
                  euros shall be paid in that other currency.

         If, after the date of this Agreement, a member state becomes a
         Subsequent Participant, all obligations under this Agreement (including
         any obligation in respect of any Bank's Available Commitment) to make a
         payment in its national currency unit shall be



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         redenominated into euro on the date on which it becomes a Subsequent
         Participant (but otherwise in accordance with EMU Legislation).

27.      PAYMENTS

27.1     PAYMENTS TO THE AGENT
         On each date on which this Agreement requires an amount to be paid by
         an Obligor or a Bank, such Obligor or, as the case may be, such Bank
         shall make the same available to the Agent:

         27.1.1   (in relation to any amount other than an amount denominated in
                  euro) for value on the due date at such time and in such funds
                  and to such account with such bank as the Agent shall specify
                  from time to time; and

         27.1.2   (in relation to euro) in immediately available, freely
                  transferable, cleared funds to a bank account nominated by the
                  Agent for this purpose from time to time.

27.2     PAYMENTS BY THE AGENT
         Save as otherwise provided herein, each payment received by the Agent
         pursuant to Clause 27.1 (Payments to the Agent) shall:

         27.2.1   in the case of a payment received for the account of any
                  Borrower, be made available by the Agent to such Borrower by
                  application:

                  (a)      first, in or towards payment (on the date, and in the
                           currency and funds, of receipt) of any amount then
                           due from such Borrower hereunder to the person from
                           whom the amount was so received or in or towards the
                           purchase of any amount of any currency to be so
                           applied; and

                  (b)      secondly, in or towards payment (on the date, and in
                           the currency and funds, of receipt) to such account
                           with such bank in the principal financial centre of
                           the country of the currency of such payment as such
                           Borrower shall have previously notified to the Agent
                           for this purpose; and

         27.2.2   in the case of any other payment, be made available by the
                  Agent to the person entitled to receive such payment in
                  accordance with this Agreement (in the case of a Bank, for the
                  account of the Facility Office) for value the same day by
                  transfer to such account of such person with such bank in the
                  principal financial centre of the country of the currency of
                  such payment as such person shall have previously notified to
                  the Agent.

27.3     PAYMENTS BY THE AGENT TO THE BANKS
         Any amount payable by the Agent to the Banks under this Agreement in
         the currency of a Participating Member State shall be paid in the euro
         unit.


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27.4     NO SET-OFF
         Subject only to Clause 27.2 (Payments by the Agent), all payments
         required to be made by an Obligor hereunder shall be calculated without
         reference to any set-off or counterclaim and shall be made free and
         clear of and without any deduction for or on account of any set-off or
         counterclaim.

27.5     CLAWBACK
         Where a sum is to be paid hereunder to the Agent for account of another
         person, the Agent shall not be obliged to make the same available to
         that other person or to enter into or perform any exchange contract in
         connection therewith until it has been able to establish to its
         satisfaction that it has actually received such sum, but if it does so
         and it proves to be the case that it had not actually received such
         sum, then the person to whom such sum or the proceeds of such exchange
         contract was so made available shall on request refund the same to the
         Agent together with an amount sufficient to indemnify the Agent against
         any reasonable cost or loss it may have suffered or incurred by reason
         of its having paid out such sum or the proceeds of such exchange
         contract prior to its having received such sum.

27.6     PARTIAL PAYMENTS
         If and whenever a payment is made by an Obligor hereunder the Agent may
         apply the amount received towards the obligations of the Obligors under
         this Agreement in the following order:

         27.6.1   FIRST, in or towards payment of any unpaid costs and expenses
                  of each of the Agent and the Arrangers;

         27.6.2   SECONDLY, in or towards payment pro rata to the amounts owed
                  to each of the Banks and the L/C Issuing Bank of any fee
                  payable to any Bank or the L/C Issuing Bank hereunder due but
                  unpaid;

         27.6.3   THIRDLY, in or towards payment of any demand made by the L/C
                  Issuing Bank in respect of a payment made or to be made by it
                  under a Letter of Credit due but unpaid;

         27.6.4   FOURTHLY, in or towards payment pro rata to the amounts owed
                  to each of the Banks of any accrued interest and letter of
                  credit commission due but unpaid;

         27.6.5   FIFTHLY, in or towards payment pro rata to the amounts owed to
                  each of the Banks of any principal due but unpaid; and

         27.6.6   SIXTHLY, in or towards payment pro rata to the amounts owed to
                  each of the Banks of any other sum due but unpaid.

27.7     VARIATION OF PARTIAL PAYMENTS
         The order of payments set out in Clause 27.6 (Partial Payments) shall
         override any


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         appropriation made by the Obligor to which the partial payment relates
         but the order set out in sub-clauses 27.6.2, 27.6.3, 27.6.4 and 27.6.5
         of Clause 27.6 (Partial Payments) may be varied if agreed by all the
         Banks.


28.      SET-OFF

28.1     CONTRACTUAL SET-OFF
         Each Obligor authorises each Bank and the L/C Issuing Bank, after the
         occurrence of an Event of Default which is continuing, to apply any
         credit balance to which such Obligor is entitled on any account of such
         Obligor with such Bank or the L/C Issuing Bank in satisfaction of any
         sum due and payable from such Obligor to such Bank or the L/C Issuing
         Bank hereunder but unpaid. For this purpose, each Bank and the L/C
         Issuing Bank is authorised to purchase with the moneys standing to the
         credit of any such account such other currencies as may be necessary to
         effect such application.

28.2     SET-OFF NOT MANDATORY
         None of the Banks or the L/C Issuing Bank shall be obliged to exercise
         any right given to it by Clause 28.1 (Contractual Set-off).


29.      SHARING

29.1     PAYMENTS TO BANKS
         If a Bank (a "RECOVERING BANK") applies any receipt or recovery from an
         Obligor to a payment due under this Agreement and such amount is
         received or recovered other than in accordance with Clause 27
         (Payments), then such Recovering Bank shall:

         29.1.1   notify the Agent of such receipt or recovery;

         29.1.2   at the request of the Agent, promptly pay to the Agent an
                  amount (the "SHARING PAYMENT") equal to such receipt or
                  recovery less any amount which the Agent determines may be
                  retained by such Recovering Bank as its share of any payment
                  to be made in accordance with Clause 27.6 (Partial Payments).

29.2     REDISTRIBUTION OF PAYMENTS
         The Agent shall treat the Sharing Payment as if it had been paid by the
         relevant Obligor and distribute it between the Finance Parties (other
         than the Recovering Bank) in accordance with Clause 27.6 (Partial
         Payments).

29.3     RECOVERING BANK'S RIGHTS
         The Recovering Bank will be subrogated into the rights of the parties
         which have shared in a redistribution pursuant to Clause 29.2
         (Redistribution of Payments) in respect of the Sharing Payment (and the
         relevant Obligor shall be liable to the Recovering Bank in an amount
         equal to the Sharing Payment).


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<PAGE>   72

29.4     REPAYABLE RECOVERIES
         If any part of the Sharing Payment received or recovered by a
         Recovering Bank becomes repayable and is repaid by such Recovering
         Bank, then:

         29.4.1   each party which has received a share of such Sharing Payment
                  pursuant to Clause 29.2 (Redistribution of Payments) shall,
                  upon request of the Agent, pay to the Agent for account of
                  such Recovering Bank an amount equal to its share of such
                  Sharing Payment; and

         29.4.2   such Recovering Bank's rights of subrogation in respect of any
                  reimbursement shall be cancelled and the relevant Obligor will
                  be liable to the reimbursing party for the amount so
                  reimbursed.

29.5     EXCEPTION
         This Clause 29 shall not apply if the Recovering Bank would not, after
         making any payment pursuant hereto, have a valid and enforceable claim
         against the relevant Obligor

29.6     RECOVERIES THROUGH LEGAL PROCEEDINGS
         If any Bank intends to commence any action in any court it shall give
         prior notice to the Agent and the other Banks. If any Bank shall
         commence any action in any court to enforce its rights hereunder and,
         as a result thereof or in connection therewith, receives any amount,
         then such Bank shall not be required to share any portion of such
         amount with any Bank which has the legal right to, but does not, join
         in such action or commence and diligently prosecute a separate action
         to enforce its rights in another court.


30.      THE AGENT, THE ARRANGERS, THE BANKS AND THE L/C ISSUING BANK

30.1     APPOINTMENT OF THE AGENT
         Each of the Arrangers, the Banks and the L/C Issuing Bank hereby
         appoints the Agent to act as its agent in connection with the Facility
         Documents and authorises the Agent to exercise such rights, powers,
         authorities and discretions as are specifically delegated to the Agent
         by the terms hereof together with all such rights, powers, authorities
         and discretions as are reasonably incidental thereto.

30.2     AGENT'S DISCRETIONS
         The Agent may:

         30.2.1   assume, unless it has, in its capacity as agent for the Banks,
                  received notice to the contrary from any other party to the
                  Facility Documents, that (a) any representation made or deemed
                  to be made by an Obligor in connection with the Facility
                  Documents is true, (b) no Event of Default or Potential Event
                  of Default has occurred, (c) no Obligor is in breach of or
                  default under its obligations under the Facility Documents and
                  (d) any right, power, authority or discretion vested therein
                  upon an Instructing Group, the Banks,


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<PAGE>   73

                  the L/C Issuing Bank or any other person or group of persons
                  has not been exercised;

         30.2.2   assume that the Facility Office of each Bank is that notified
                  to it by such Bank in writing prior to the date hereof (or, in
                  the case of a Transferee, at the end of the Transfer
                  Certificate to which it is a party as Transferee) until it has
                  received from such Bank a notice designating some other office
                  of such Bank to replace its Facility Office and act upon any
                  such notice until the same is superseded by a further such
                  notice;

         30.2.3   engage and pay for the advice or services of any lawyers,
                  accountants, surveyors or other experts whose advice or
                  services may to it seem necessary, expedient or desirable and
                  rely upon any advice so obtained;

         30.2.4   rely as to any matters of fact which might reasonably be
                  expected to be within the knowledge of an Obligor upon a
                  certificate signed by or on behalf of such Obligor;

         30.2.5   rely upon any communication or document believed by it to be
                  genuine;

         30.2.6   refrain from exercising any right, power or discretion vested
                  in it as agent under the Facility Documents unless and until
                  instructed by an Instructing Group as to whether or not such
                  right, power or discretion is to be exercised and, if it is to
                  be exercised, as to the manner in which it should be
                  exercised; and

         30.2.7   refrain from acting in accordance with any instructions of an
                  Instructing Group to begin any legal action or proceeding
                  arising out of or in connection with the Facility Documents
                  until it shall have received such security as it may require
                  (whether by way of payment in advance or otherwise) for all
                  costs, claims, losses, expenses (including legal fees) and
                  liabilities together with any VAT thereon which it will or may
                  expend or incur in complying with such instructions.

30.3     AGENT'S OBLIGATIONS
         The Agent shall:

         30.3.1   promptly inform each Bank and, where appropriate, the L/C
                  Issuing Bank of the contents of any notice or document
                  received by it in its capacity as Agent from an Obligor under
                  the Facility Documents;

         30.3.2   promptly notify each Bank and, where appropriate, the L/C
                  Issuing Bank of the occurrence of any Event of Default or any
                  default by an Obligor in the due performance of or compliance
                  with its obligations under the Facility Documents of which the
                  Agent has notice from any other party to the Facility
                  Documents;

         30.3.3   save as otherwise provided herein, act as agent under the
                  Facility Documents in accordance with any instructions given
                  to it by an Instructing Group, which instructions shall be
                  binding on the Arrangers, the L/C Issuing Bank and the Banks;
                  and


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<PAGE>   74

         30.3.4   if so instructed by an Instructing Group, refrain from
                  exercising any right, power or discretion vested in it as
                  agent under the Facility Documents.

         The Agent's duties under the Facility Documents are solely mechanical
         and administrative in nature.

30.4     EXCLUDED OBLIGATIONS
         Notwithstanding anything to the contrary expressed or implied in the
         Facility Documents, neither the Agent nor any of the Arrangers shall:

         30.4.1   be bound to enquire as to (a) whether or not any
                  representation made or deemed to be made by an Obligor in
                  connection with the Facility Documents is true, (b) the
                  occurrence or otherwise of any Event of Default or Potential
                  Event of Default, (c) the performance by an Obligor of its
                  obligations under the Facility Documents or (d) any breach of
                  or default by an Obligor of or under its obligations under the
                  Facility Documents;

         30.4.2   be bound to account to any Bank or the L/C Issuing Bank for
                  any sum or the profit element of any sum received by it for
                  its own account;

         30.4.3   be bound to disclose to any other person any information
                  relating to any member of the Group or any Unconsolidated
                  Affiliate if (a) such person, on providing such information
                  expressly stated to the Agent or, as the case may be, the
                  Arrangers, that such information was confidential or (b) such
                  disclosure would or might in its opinion constitute a breach
                  of any law or be otherwise actionable at the suit of any
                  person;

         30.4.4   be under any obligations other than those for which express
                  provision is made in the Facility Documents; or

         30.4.5   be or be deemed to be a fiduciary for any other party to the
                  Facility Documents.

30.5     INDEMNIFICATION
         Each Bank shall, in its Proportion, from time to time on demand by the
         Agent, indemnify the Agent, against any and all costs, claims, losses,
         expenses (including legal fees) and liabilities together with any VAT
         thereon which the Agent may incur, otherwise than by reason of its own
         gross negligence or wilful misconduct, in acting in its capacity as
         agent under the Facility Documents (other than any which have been
         reimbursed by the Guarantors pursuant to Clause 25.1 (Guarantor's
         Indemnity)).

30.6     EXCLUSION OF LIABILITIES
         Except in the case of gross negligence or wilful default, none of the
         Agent and the Arrangers accepts any responsibility:

         30.6.1   for the adequacy, accuracy and/or completeness of the
                  Information

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<PAGE>   75

                  Memorandum or any other information supplied by the Agent or
                  the Arrangers, by any member of the Group or any
                  Unconsolidated Affiliate or by any other person in connection
                  with the Facility Documents, the transactions contemplated in
                  the Facility Documents or any other agreement, arrangement or
                  document entered into, made or executed in anticipation of,
                  pursuant to or in connection with the Facility Documents;

         30.6.2   for the legality, validity, effectiveness, adequacy or
                  enforceability of any of the Facility Documents or any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Facility Documents; or

         30.6.3   for the exercise of, or the failure to exercise, any
                  judgement, discretion or power given to any of them by or in
                  connection with the Facility Documents or any other agreement,
                  arrangement or document entered into, made or executed in
                  anticipation of, pursuant to or in connection with the
                  Facility Documents.

         Accordingly, none of the Agent and the Arrangers shall be under any
         liability in respect of such matters, save in the case of gross
         negligence or wilful misconduct.

30.7     NO ACTIONS
         Each of the Banks and the L/C Issuing Bank agrees that it will not
         assert or seek to assert against any director, officer or employee of
         the Agent or any Arranger any claim it might have against any of them
         in respect of the matters referred to in Clause 30.6 (Exclusion of
         Liabilities).

30.8     BUSINESS WITH THE GROUP
         The Agent and each of the Arrangers may accept deposits from, lend
         money to and generally engage in any kind of banking or other business
         with any member of the Group.

30.9     RESIGNATION
         The Agent may not resign its appointment under the Facility Documents.

30.10    REMOVAL OF AGENT
         An Instructing Group may remove the Agent from its role as agent under
         the Facility Documents by giving notice to that effect to each of the
         other parties hereto. Such removal shall take effect only when a
         successor to the Agent is appointed in accordance with the terms
         hereof.

30.11    SUCCESSOR AGENT
         If the Agent is removed pursuant to Clause 30.10 (Removal of Agent),
         then any reputable and experienced bank or other financial institution
         may be appointed as a successor to the Agent by an Instructing Group
         (after consultation with the Guarantor) before such removal takes
         effect. Such removal shall not take effect until an Instructing Group
         has received in form and substance satisfactory to it such documents,
         legal opinions and other evidence it requires in order to be satisfied
         that the interests of the Banks under the Facility Documents are not
         thereby prejudiced.


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30.12    RIGHTS AND OBLIGATIONS
         If a successor to the Agent is appointed under the provisions of Clause
         30.11 (Successor Agent), then (a) the departing Agent shall be
         discharged from any further obligations under the Facility Documents
         but shall remain entitled to the benefit of the provisions of this
         Clause 30 and (b) its successor and each of the other parties to the
         Facility Documents shall have the same rights and obligations amongst
         themselves as they would have had if such successor had been a party to
         the Facility Documents.

30.13    OWN RESPONSIBILITY
         It is understood and agreed by each Bank and the L/C Issuing Bank that
         at all times it has itself been, and will continue to be, solely
         responsible for making its own independent appraisal of and
         investigation into all risks arising under or in connection with the
         Facility Documents including, but not limited to:

         30.13.1  the financial condition, creditworthiness, condition, affairs,
                  status and nature of each member of the Group and each
                  Unconsolidated Affiliate;

         30.13.2  the legality, validity, effectiveness, adequacy and
                  enforceability of the Facility Documents and any other
                  agreement, arrangement or document entered into, made or
                  executed in anticipation of, pursuant to or in connection with
                  the Facility Documents;

         30.13.3  whether such Bank has recourse, and the nature and extent of
                  that recourse, against an Obligor or any other person or any
                  of their respective assets under or in connection with the
                  Facility Documents, the transactions contemplated in the
                  Facility Documents or any other agreement, arrangement or
                  document entered into, made or executed in anticipation of,
                  pursuant to or in connection with the Facility Documents; and

         30.13.4  the adequacy, accuracy and/or completeness of the Information
                  Memorandum and any other information provided by the Agent or
                  the Arrangers, an Obligor, or by any other person in
                  connection with the Facility Documents, the transactions
                  contemplated therein or any other agreement, arrangement or
                  document entered into, made or executed in anticipation of,
                  pursuant to or in connection with the Facility Documents.

         Accordingly, each Bank and the L/C Issuing Bank acknowledges to the
         Agent and the Arrangers that it has not relied on and will not
         hereafter rely on the Agent and the Arrangers or any of them in respect
         of any of these matters.

30.14    BANK'S MANDATORY COST DETAILS
         Each Bank will supply the Agent with such information and in such
         detail as the Agent may require in order to calculate the Mandatory
         Costs Rate in accordance with Schedule 10 (Mandatory Costs).



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30.15    AGENCY DIVISION SEPARATE
         In acting as agent under the Facility Documents for the Banks, the
         Agent shall be regarded as acting through its agency division which
         shall be treated as a separate entity from any other of its divisions
         or departments and, notwithstanding the foregoing provisions of this
         Clause 30, any information received by some other division or
         department of the Agent may be treated as confidential and shall not be
         regarded as having been given to the Agent's agency division.


31.31.   THE BANKS AND THE L/C ISSUING BANK

31.1     BANK'S INDEMNITY
         If any Borrower fails to comply with its obligations under Clause 9.1
         (Borrowers' Indemnity to L/C Issuing Bank) the Agent shall make demand
         on each Bank for its share of the relevant L/C Amount and, subject to
         Clause 31.2 (Direct Participation)), each Bank shall indemnify the L/C
         Issuing Bank for such Bank's L/C Proportion of each L/C Amount.

31.2     DIRECT PARTICIPATION
         If any Bank is not permitted (by its constitutional documents or any
         applicable law) to comply with Clause 31.1 (Bank's Indemnity) then such
         Bank will not be obliged to comply with Clause 31.1 (Bank's Indemnity)
         and shall instead be deemed to have taken, on the date such Letter of
         Credit is issued (or if later, on the date such L/C Participation is
         transferred or assigned to such Bank in accordance with the terms of
         this Agreement), an undivided interest and participation in such Letter
         of Credit in an amount equal to such Bank's L/C Proportion of such
         Letter of Credit. On receipt of a demand made by the Agent in
         accordance with Clause 31.1 (Bank's Indemnity), each such Bank shall
         pay to the Agent (for the account of the L/C Issuing Bank) its L/C
         Proportion of any L/C Amount.

31.3     OBLIGATIONS NOT DISCHARGED
         Neither the obligations of each Bank in this Clause 31 nor the rights,
         powers and remedies conferred upon the L/C Issuing Bank by this
         Agreement or by law shall be discharged, impaired or otherwise affected
         by:

         31.3.1   the winding-up, dissolution, administration or re-organisation
                  of the L/C Issuing Bank, any Obligor or any other person or
                  any change in its status, function, control or ownership;

         31.3.2   any of the obligations of the L/C Issuing Bank, any Borrower
                  or any other person under the Facility Documents, under a
                  Letter of Credit or under any other security taken in respect
                  of its obligations under the Facility Documents or under a
                  Letter of Credit being or becoming illegal, invalid,
                  unenforceable or ineffective in any respect;

         31.3.3   time or other indulgence being granted or agreed to be granted
                  to the L/C Issuing Bank, any Borrower or any other person in
                  respect of its obligations under the


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<PAGE>   78

                  Facility Documents, under a Letter of Credit or under any such
                  other security;

         31.3.4   any amendment to, or any variation, waiver or release of, any
                  obligation of the L/C Issuing Bank, any Borrower or any other
                  person under the Facility Documents, under a Letter of Credit
                  or under any such other security; and

         31.3.5   any other act, event or omission which, but for this Clause
                  31.3, might operate to discharge, impair or otherwise affect
                  any of the obligations of each Bank herein contained or any of
                  the rights, powers or remedies conferred upon the L/C Issuing
                  Bank by this Agreement or by law.

         The obligations of each Bank herein contained shall be in addition to
         and independent of every other security which the L/C Issuing Bank may
         at any time hold in respect of any Letter of Credit.

31.4     SETTLEMENT CONDITIONAL
         Any settlement or discharge between a Bank and the L/C Issuing Bank
         shall be conditional upon no security or payment to any L/C Issuing
         Bank by a Bank or any other person on behalf of a Bank being avoided or
         reduced by virtue of any laws relating to bankruptcy, insolvency,
         liquidation or similar laws of general application and, if any such
         security or payment is so avoided or reduced, the L/C Issuing Bank
         shall be entitled to recover the value or amount of such security or
         payment from such Bank subsequently as if such settlement or discharge
         had not occurred.

31.5     EXERCISE OF RIGHTS
         The L/C Issuing Bank shall not be obliged before exercising any of the
         rights, powers or remedies conferred upon it in respect of any Bank by
         this Agreement or by law:

         31.5.1   to take any action or obtain judgment in any court against any
                  Obligor;

         31.5.2   to make or file any claim or proof in a winding-up or
                  dissolution of any Obligor; or

         31.5.3   to enforce or seek to enforce any other security taken in
                  respect of any of the obligations of any Obligor under the
                  Facility Documents.


32.      ASSIGNMENTS AND TRANSFERS

32.1     BINDING AGREEMENT
         This Agreement shall be binding upon and enure to the benefit of each
         party hereto and its or any subsequent successors and Transferees.

32.2     NO ASSIGNMENTS AND TRANSFERS BY THE OBLIGORS
         No Obligor shall be entitled to assign or transfer all or any of its
         rights, benefits and obligations hereunder.



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32.3     ASSIGNMENTS AND TRANSFERS BY BANKS
         Subject to obtaining the prior written consent of the Guarantor (not to
         be unreasonably withheld or delayed) and the L/C Issuing Bank (not to
         be unreasonably withheld or delayed having regard, inter alia, to the
         L/C Issuing Bank's internal policies and guidelines, commercial
         position and affairs at the relevant time), any Bank may, at any time,
         assign all or any of its rights and benefits under the Facility
         Documents or transfer in accordance with Clause 32.5 (Transfers by
         Banks) all or any of its rights, benefits and obligations hereunder to
         a bank or financial institution, PROVIDED THAT (a) the Guarantor's
         consent shall not be required if such assignment or transfer is to any
         subsidiary or holding company, or to any subsidiary of any holding
         company, of such Bank, (b) neither the Guarantor's nor the L/C Issuing
         Bank's consent shall be required if such assignment or transfer is to
         any other Bank and (c) if such assignment or transfer is of part only
         of such Bank's rights, benefits and/or obligations hereunder, such
         assignment or transfer is in a minimum amount of EUR 10,000,000 or the
         equivalent thereof.

32.4     ASSIGNMENTS BY BANKS
         If any Bank assigns all or any of its rights and benefits under the
         Facility Documents in accordance with Clause 32.3 (Assignments and
         Transfers by Banks), then, unless and until the assignee has delivered
         a notice to the Agent confirming in favour of the Agent, the Arrangers,
         the L/C Issuing Bank and the other Banks that it shall be under the
         same obligations towards each of them as it would have been under if it
         had been an original party hereto as a Bank (whereupon such assignee
         shall become a party hereto as a "Bank"), the Agent, the Arrangers, the
         L/C Issuing Bank and the other Banks shall not be obliged to recognise
         such assignee as having the rights against each of them which it would
         have had if it had been such a party hereto.

32.5     TRANSFERS BY BANKS
         If any Bank wishes to transfer all or any of its rights, benefits
         and/or obligations hereunder as contemplated in Clause 32.3
         (Assignments and Transfers by Banks), then such transfer may be
         effected by the delivery to the Agent of a duly completed Transfer
         Certificate executed by such Bank and the relevant Transferee in which
         event, on the later of the Transfer Date specified in such Transfer
         Certificate and the fifth Business Day after (or such earlier Business
         Day endorsed by the Agent on such Transfer Certificate falling on or
         after) the date of delivery of such Transfer Certificate to the Agent:

         32.5.1   to the extent that in such Transfer Certificate the Bank party
                  thereto seeks to transfer by novation its rights, benefits and
                  obligations hereunder, each of the Obligors and such Bank
                  shall be released from further obligations towards one another
                  hereunder and their respective rights against one another
                  shall be cancelled (such rights and obligations being referred
                  to in this Clause 32.5 as "DISCHARGED RIGHTS AND
                  OBLIGATIONS");

         32.5.2   each of the Obligors and the Transferee party thereto shall
                  assume obligations


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                  towards one another and/or acquire rights against one another
                  which differ from such discharged rights and obligations only
                  insofar as such Obligor and such Transferee have assumed
                  and/or acquired the same in place of such Obligor and such
                  Bank;

         32.5.3   the Agent, the Arrangers, such Transferee, the L/C Issuing
                  Bank and the other Banks shall acquire the same rights and
                  benefits and assume the same obligations between themselves as
                  they would have acquired and assumed had such Transferee been
                  an original party hereto as a Bank with the rights, benefits
                  and/or obligations acquired or assumed by it as a result of
                  such transfer and to that extent the Agent, the Arrangers, the
                  L/C Issuing Bank and the relevant Bank shall each be released
                  from further obligations to each other hereunder; and

         32.5.4   such Transferee shall become a party hereto as a "Bank".

32.6     ASSIGNMENT AND TRANSFER FEES
         On the date upon which an assignment takes effect pursuant to Clause
         32.5 (Assignments by Banks) or a transfer takes effect pursuant to
         Clause 32.6 (Transfers by Banks) the relevant assignee or Transferee
         shall pay to the Agent for its own account a fee of EUR 1,500 (but not,
         for the avoidance of doubt, any further fee solely in relation to such
         assignment or transfer).

32.7     DISCLOSURE OF INFORMATION
         Any Bank may disclose to any person:

         32.7.1   to (or through) whom such Bank assigns or transfers (or may
                  potentially assign or transfer) all or any of its rights,
                  benefits and obligations hereunder;

         32.7.2   with (or through) whom such Bank enters into (or may
                  potentially enter into) any sub-participation in relation to,
                  or any other transaction under which payments are to be made
                  by reference to, this Agreement or any Obligor; or

         32.7.3   to whom information may be required to be disclosed by any
                  applicable law,

         such information about any Obligor, the Group, any Unconsolidated
         Affiliate and the Facility Documents as such Bank shall consider
         appropriate (PROVIDED THAT (in the case of sub-clauses 32.7.1 and
         32.7.2) such person enters into a confidentiality agreement in relation
         to such information on terms reasonably acceptable to such Bank).

32.8     NOTIFICATION
         On the last Business Day of each calendar month, the Agent shall notify
         the Guarantor and the Banks of any assignment or transfer completed
         during such calendar month pursuant to this Clause 32 (Assignments and
         Transfers).

32.9     LIMITATION
         If any Bank assigns or transfers all or any of its rights benefits
         and/or obligations


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         hereunder pursuant to this clause 32 no Obligor shall be obliged to
         make any additional payment to the relevant assignee or Transferee
         pursuant to Clause 11 (Taxes) or make any payment by way of
         indemnification under Clause 13 (Increased Costs) in excess of the
         additional payment it would have been required to make pursuant to
         Clause 11 (Taxes) or in excess of the amount it would have been obliged
         to pay by way of indemnification under Clause 13 (Increased Costs) in
         the absence of such assignment or transfer.


33.      CALCULATIONS AND EVIDENCE OF DEBT

33.1     BASIS OF ACCRUAL
         Interest, letter of credit commission and commitment commission shall
         accrue from day to day and shall be calculated on the basis of a year
         of 360 days (or, in the case of any Advance or Letter of Credit
         denominated in sterling, 365 days or, in any case where market practice
         differs, in accordance with market practice) and the actual number of
         days elapsed.

33.2     PROPORTIONATE REDUCTIONS
         Any repayment of an Advance denominated in an Optional Currency shall
         reduce the amount of such Advance by the amount of such Optional
         Currency repaid and shall reduce the Euro Amount of such Advance
         proportionately.

33.3     QUOTATIONS
         If on any occasion a Reference Bank or Bank fails to supply the Agent
         with a quotation required of it under the foregoing provisions of this
         Agreement, the rate for which such quotation was required shall be
         determined from those quotations which are supplied to the Agent,
         PROVIDED THAT, in relation to determining EURIBOR or, as the case may
         be, LIBOR, this Clause 33.3 shall not apply if only one Reference Bank
         supplies a quotation.

33.4     EVIDENCE OF DEBT
         Each Bank shall maintain in accordance with its usual practice accounts
         evidencing the amounts from time to time lent by and owing to it
         hereunder.

33.5     CONTROL ACCOUNTS
         The Agent shall maintain on its books a control account or accounts in
         which shall be recorded (a) the amount and the Euro Amount of any
         Advance or Unpaid Sum and the face amount and the Euro Amount of any
         Letter of Credit issued and each Bank's share therein, (b) the amount
         of all principal, interest and other sums due or to become due from an
         Obligor and each Bank's share therein and (c) the amount of any sum
         received or recovered by the Agent hereunder and each Bank's share
         therein.

33.6     PRIMA FACIE EVIDENCE
         In any legal action or proceeding arising out of or in connection with
         this Agreement, the entries made in the accounts maintained pursuant to
         Clause 33.4 (Evidence of Debt) and Clause 33.5 (Control Accounts) shall
         be prima facie evidence in the absence of manifest error of the
         existence and amounts of the specified obligations of the Obligors.


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<PAGE>   82

33.7     ROUNDING AND OTHER CONSEQUENTIAL CHANGES

         33.7.1   Without prejudice and in addition to any method of conversion
                  or rounding prescribed by any EMU Legislation and without
                  prejudice to (a) the liabilities for indebtedness of any
                  Obligor to the Banks under or pursuant to the Facility
                  Documents or (b) the Bank's Commitments, any reference in the
                  Facility Documents to a minimum amount (or an integral
                  multiple thereof) in a national currency of a Subsequent
                  Participant to be paid to or by the Agent shall, immediately
                  upon it becoming a Subsequent Participant, be replaced by a
                  reference to such reasonably comparable and convenient amount
                  (or an integral multiple thereof) in the euro unit as the
                  Agent may specify.

         30.7.2   Save as expressly provided in this Clause 30.7, the Facility
                  Documents shall be subject to such reasonable changes of
                  construction as the Agent and the Borrowers may agree at the
                  relevant time to be appropriate to reflect the adoption of the
                  euro in any Participating Member State and any relevant market
                  conventions or practices relating to the euro.

33.8     CERTIFICATES OF BANKS
         A certificate of a Bank as to (a) the amount by which a sum payable to
         it hereunder is to be increased under Clause 11.1 (Tax Gross-up), (b)
         the amount for the time being required to indemnify it against any such
         cost, payment or liability as is mentioned in Clause 11.2 (Tax
         Indemnity) or Clause 13.1 (Increased Costs) or (c) the amount of any
         credit, relief, remission or repayment as is mentioned in Clause 12.3
         (Tax Credit Payment) or Clause 12.4 (Tax Credit Clawback) shall, in the
         absence of manifest error, be prima facie evidence of the existence and
         amounts of the specified obligations of the Obligors.

33.9     AGENT'S CERTIFICATES
         A certificate of the Agent as to the amount at any time due from any
         Borrower hereunder or the amount which, but for any of the obligations
         of any Borrower hereunder being or becoming void, voidable,
         unenforceable or ineffective, at any time would have been due from any
         Borrower hereunder shall, in the absence of manifest error, be
         conclusive for the purposes of Clause 21 (Guarantee and Indemnity).

33.10    LETTERS OF CREDIT
         A certificate of the L/C Issuing Bank as to the amount paid out by such
         L/C Issuing Bank in respect of any Letter of Credit shall, save for
         manifest error, be prima facie evidence of the payment of such amounts
         in any legal action or proceedings arising in connection therewith.





                                       79
<PAGE>   83

34.      ADDITIONAL BORROWERS

34.1     REQUEST FOR ADDITIONAL BORROWER
         The Guarantor may request that any of its Consolidated Affiliates
         having as its Relevant Jurisdiction a European country become an
         Additional Borrower by delivering to the Agent a Borrower Accession
         Memorandum duly executed by the Guarantor and such subsidiary, together
         with the documents and other evidence listed in Part B of Schedule 3
         (Additional Conditions Precedent) in relation to such Consolidated
         Affiliate.

34.2     BORROWER CONDITIONS PRECEDENT
         A company, in respect of which the Guarantor has delivered a Borrower
         Accession Agreement to the Agent, shall become an Additional Borrower
         and assume all the rights, benefits and obligations of a Borrower as if
         it had been an Original Borrower on the date on which the Agent
         notifies the Guarantor that:

         34.2.1   each Bank gives its consent (not to be unreasonably withheld
                  or delayed PROVIDED THAT it shall not be unreasonable if any
                  Bank withholds or delays such consent as a result of
                  application of taxation matters or its internal credit
                  policies) to the request in respect of such Consolidated
                  Affiliate; and

         34.2.2   the Agent has received, in form and substance satisfactory to
                  it, all documents and other evidence listed in Part B of
                  Schedule 3 (Additional Conditions Precedent) in relation to
                  such subsidiary,

         unless on such date an Event of Default or Potential Event of Default
         is continuing or would occur as a result of such Consolidated Affiliate
         becoming an Additional Borrower.

34.3     RESIGNATION OF A BORROWER
         If at any time a Borrower is under no actual or contingent obligation
         under or pursuant to any Facility Documents, the Guarantor may request
         that such Borrower shall cease to be a Borrower by delivering to the
         Agent a resignation notice. Such resignation notice shall be accepted
         by the Agent on the date on which it notifies the Guarantor that it is
         satisfied that such Borrower is under no actual or continent obligation
         under or pursuant to any Facility Document and such Borrower shall
         immediately cease to be a Borrower and shall have no further rights,
         benefits or obligations under the Facility Documents save for those
         which arose prior to such date.


35.      REMEDIES AND WAIVERS, PARTIAL INVALIDITY

35.1     REMEDIES AND WAIVERS
         No failure to exercise, nor any delay in exercising, on the part of any
         Finance Party, any right or remedy hereunder shall operate as a waiver
         thereof, nor shall any single or partial exercise of any right or
         remedy prevent any further or other exercise thereof or the exercise of
         any other right or remedy. The rights and remedies herein provided are
         cumulative and not exclusive of any rights or remedies provided by law.


                                       80
<PAGE>   84

35.2     PARTIAL INVALIDITY
         If, at any time, any provision hereof is or becomes illegal, invalid or
         unenforceable in any respect under the law of any jurisdiction, neither
         the legality, validity or enforceability of the remaining provisions
         hereof nor the legality, validity or enforceability of such provision
         under the law of any other jurisdiction shall in any way be affected or
         impaired thereby.


36.      NOTICES

36.1     COMMUNICATIONS IN WRITING
         Each communication to be made hereunder shall be made in writing and,
         unless otherwise stated, shall be made by fax or letter.

36.2     ADDRESSES
         Any communication or document to be made or delivered pursuant to this
         Agreement shall (unless the recipient of such communication or document
         has, by fifteen days' written notice to the Agent, specified another
         address or fax number) be made or delivered to the address or fax
         number:

         36.2.1   in the case of the Original Borrowers, the Guarantor and the
                  Agent, identified with its name below; and

         36.2.2   in the case of each Bank or the L/C Issuing Bank, notified in
                  writing to the Agent prior to the date hereof (or, in the case
                  of a Transferee, at the end of the Transfer Certificate to
                  which it is a party as Transferee);

         36.2.3   in the case of each Additional Borrower, in the relevant
                  Borrower Accession Agreement,

         PROVIDED THAT (save in the case of a Bank with two Facility Offices)
         not more than one address may be specified by each party pursuant to
         this Clause 36.2 at any time.

36.3     DELIVERY
         Any communication or document to be made or delivered by one person to
         another pursuant to the Facility Documents shall:

         36.3.1   if by way of fax, be deemed to have been received when
                  transmission has been completed; and

         36.3.2   if by way of letter, be deemed to have been delivered when
                  left at the relevant address or,

         PROVIDED THAT any communication or document to be made or delivered to
         the Agent shall be effective only when received and then only if the
         same is expressly marked for the


                                       81
<PAGE>   85

         attention of the department or officer identified with the Agent's
         signature below (or such other department or officer as the Agent shall
         from time to time specify for this purpose).

36.4     NOTIFICATION OF CHANGES
         Promptly upon receipt of notification of a change of address or fax
         number pursuant to Clause 36.2 (Addresses) or changing its own address
         or fax number, the Agent shall notify the other parties hereto of such
         change.

36.5     ENGLISH LANGUAGE
         Each communication and document made or delivered by one party to
         another pursuant to this Agreement shall be in the English language or
         accompanied by a translation thereof into English certified (by an
         officer of the person making or delivering the same) as being a true
         and accurate translation thereof.


37.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts, all of
         which taken together shall constitute one and the same instrument.


38.      AMENDMENTS

38.1     AMENDMENTS
         If the Agent has the prior consent of an Instructing Group, the Agent
         and the Obligors may from time to time agree in writing to amend the
         Facility Documents or to waive, prospectively or retrospectively, any
         of the requirements of the Facility Documents and any amendments or
         waivers so agreed shall be binding on all the Finance Parties and the
         Obligors, PROVIDED THAT no such waiver or amendment shall subject any
         party hereto to any new or additional obligations without the consent
         of such party.

38.2     AMENDMENTS REQUIRING THE CONSENT OF ALL THE BANKS
         An amendment or waiver which relates to:

         38.2.1   Clause 29 (Sharing) or this Clause 38;

         38.2.2   reducing the proportion of any amount received or recovered in
                  respect of any amount due from the Borrowers hereunder to
                  which any Bank is entitled;

         38.2.3   a change in the principal amount of or currency of any Advance
                  or Letter of Credit, or extending the term of the Facility or
                  the Term of any Advance or Letter of Credit;

         38.2.4   a reduction in the Applicable Margin or the L/C Commission
                  Rate or a change in the amount or currency of any payment of
                  interest, fees or any other amount payable


                                       82
<PAGE>   86

                  hereunder to any Finance Party or deferral of the date for
                  payment thereof;

         38.2.5   Clause 18 (Financial Condition) or Clause 19.7 (Negative
                  Pledge);

         38.2.6   the conditions set out in sub-clause 3.4.4 of Clause 3.4
                  (Drawdown Conditions) if an Event of Default or Potential
                  Event of Default which relates to a Repeated Representation,
                  Clause 18.1 (Financial Condition) or Clause 19.7 (Negative
                  Pledge) is continuing;

         38.2.7   the definition of Event of Default, Instructing Group or
                  Potential Event of Default;

         38.2.8   any provision which contemplates the need for the consent or
                  approval of all the Banks;or

         38.2.9   any release of the Guarantor from any of its obligations under
                  Clause 21 (Guarantee and Indemnity),

         shall not be made without the prior consent of all the Banks.

38.3     EXCEPTIONS
         Notwithstanding any other provisions hereof, neither the Agent nor the
         L/C Issuing Bank shall be obliged to agree to any such amendment or
         waiver if the same would:

         38.3.1   (in respect of the Agent only) amend or waive this Clause 38,
                  Clause 23 (Costs and Expenses) or Clause 30 (The Agent, the
                  Arrangers, the Banks and the L/C Issuing Bank); or

         38.3.2   otherwise amend or waive any of the Agent's rights or the L/C
                  Issuing Bank's rights hereunder or subject the Agent or the
                  L/C Issuing Bank or the Arrangers to any additional
                  obligations hereunder.


39.      GOVERNING LAW

         This Agreement shall be governed by, and construed in accordance with,
         English law.


40.      JURISDICTION

40.1     ENGLISH COURTS

         Each of the parties hereto irrevocably agrees for the benefit of each
         of the Finance Parties that the courts of England shall have
         jurisdiction to hear and determine any suit, action or proceedings, and
         to settle any disputes, which may arise out or in connection with this
         Agreement (respectively "PROCEEDINGS" and "DISPUTES") and, for such
         purposes, irrevocably submits to the jurisdiction of such courts.


                                       83
<PAGE>   87

40.2     NEW YORK COURTS
         Each of the parties hereto irrevocably agrees that the courts of the
         State of New York and the courts of the United States of America, in
         each case sitting in the County of New York, shall have jurisdiction to
         hear and determine any Proceedings and to settle any Disputes and, for
         such purposes, irrevocably submits to the jurisdiction of such courts.

40.3     WAIVER OF JURY TRIAL
         Each of the parties hereto irrevocably waives, to the extent permitted
         by applicable law, trial by jury in any litigation in any court with
         respect to, in connection with, or arising out of this Agreement or the
         validity, protection, interpretation, or enforcement hereof.

40.4     CONVENIENT FORUM
         The parties agree that the courts of England and the courts of New York
         are the most appropriate and convenient courts to settle Disputes
         between them and, accordingly, that they will not argue to the
         contrary.

40.5     NON-EXCLUSIVE JURISDICTION
         This Clause 40 is for the benefit of the Finance Parties only. As a
         result and notwithstanding Clause 40.1 (English Courts) and Clause 40.2
         (New York Courts), it does not prevent any Finance Party from taking
         proceedings relating to a Dispute ("PROCEEDINGS") in any other courts
         with jurisdiction. To the extent allowed by law, the Finance Parties
         may take concurrent Proceedings in any number of jurisdictions.

40.6     SERVICE OF PROCESS
         Each Obligor agrees that the documents which start any Proceedings and
         any other documents required to be served in relation to those
         Proceedings may be served on it:

         40.6.1   in the case of the Original Borrowers, on ProLogis
                  Developments Limited at Kingspark House, 1 Monkspath Hall
                  Road, Solihull, West Midlands B90 4FY, England, or, if
                  different, its registered office;

         40.6.2   in the case of the Guarantor, on ProLogis Developments Limited
                  at Kingspark House, 1 Monkspath Hall Road, Solihull, West
                  Midlands B90 4FY, England, or, if different, its registered
                  office; and

         40.6.3   in the case of each Additional Borrower, on the person and at
                  the address specified in the relevant Borrower Accession
                  Agreement.

         If the appointment of the person mentioned in this Clause 40.6 ceases
         to be effective, the relevant Obligor shall immediately appoint another
         person in England for service of process on its behalf in England. If
         an Obligor fails to do so (and such failure continues for a period of
         not less than fourteen days), the Agent shall be entitled to appoint
         such a person by notice to such Obligor. Nothing contained herein shall
         restrict the right to serve process in any other


                                       84
<PAGE>   88

         manner allowed by law. This Clause 40.6 applies to Proceedings in
         England and to Proceedings elsewhere.


AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.



                                       85
<PAGE>   89




                                   SCHEDULE 1

                                    THE BANKS

<TABLE>
<CAPTION>
BANK                                                 COMMITMENT (EUR)
<S>                                                  <C>
ABN AMRO Bank N.V.                                   25,500,000
Societe Generale                                     25,500,000
Credit Local de France                               25,000,000
Fortis Bank (Nederland) N.V.                         25,000,000
AIB  International Finance                           18,000,000
Bank of America, N.A.                                18,000,000
Bankhaus Lobbecke & Co.                              18,000,000
Barclays Bank PLC                                    18,000,000
Credit Commercial de France                          18,000,000
Credit Communal de Belgique S.A.                     18,000,000
Credit Foncier de France                             18,000,000
Credit Lyonnais                                      18,000,000
Den Danske Bank Aktieselskab                         18,000,000
Dresdner Bank Luxembourg S.A.                        18,000,000
Landesbank Rheinland-Pfalz International S.A.        18,000,000
Vereins- und Westbank AG                             16,000,000
Banque Artesia Nederland N.V.                        10,000,000
</TABLE>



                                       86
<PAGE>   90




                                   SCHEDULE 2

                          FORM OF TRANSFER CERTIFICATE

To:


                              TRANSFER CERTIFICATE


relating to the agreement (as from time to time amended, varied, novated or
supplemented, the "Facility Agreement") dated 17 December 1999 whereby a EUR
325,000,000 multicurrency revolving credit facility was made available to PLD
Europe Finance B.V. and PLD UK Finance B.V. as original borrowers under the
guarantee of ProLogis Trust by a group of banks on whose behalf ABN AMRO Bank
N.V. acted as agent in connection therewith.

1.       Terms defined in the Facility Agreement shall, subject to any contrary
         indication, have the same meanings herein. The terms Bank and
         Transferee are defined in the schedule hereto.

2.       The Bank (a) confirms that the details in the schedule hereto under the
         heading "BANK'S COMMITMENT", "LETTERS OF CREDIT" or "ADVANCE(S)"
         accurately summarises its Commitment and/or, as the case may be, its
         participation in, and the Term and Repayment Date of, one or more
         existing Advances or Letters of Credit and (b) requests the Transferee
         to accept and procure the transfer by novation to the Transferee of the
         portion specified in the schedule hereto of, as the case may be, its
         Commitment and/or its participation in such Advance(s) and/or Letters
         of Credit by counter-signing and delivering this Transfer Certificate
         to the Agent at its address for the service of notices specified in the
         Facility Agreement.

3.       The Transferee hereby requests the Agent to accept this Transfer
         Certificate as being delivered to the Agent pursuant to and for the
         purposes of Clause 31.6 (Transfers by Banks) of the Facility Agreement
         so as to take effect in accordance with the terms thereof on the
         Transfer Date or on such later date as may be determined in accordance
         with the terms thereof.

4.       The Transferee confirms that it has received a copy of the Facility
         Agreement together with such other information as it has required in
         connection with this transaction and that it has not relied and will
         not hereafter rely on the Bank to check or enquire on its behalf into
         the legality, validity, effectiveness, adequacy, accuracy or
         completeness of any such information and further agrees that it has not
         relied and will not rely on the Bank to assess or keep under review on
         its behalf the financial condition, creditworthiness, condition,
         affairs, status or nature of the Obligors.

5.       The Transferee hereby undertakes with the Bank and each of the other
         parties to the


                                       87
<PAGE>   91

         Facility Agreement that it will perform in accordance with their terms
         all those obligations which by the terms of the Facility Agreement will
         be assumed by it after delivery of this Transfer Certificate to the
         Agent and satisfaction of the conditions (if any) subject to which this
         Transfer Certificate is expressed to take effect.

6.       The Bank makes no representation or warranty and assumes no
         responsibility with respect to the legality, validity, effectiveness,
         adequacy or enforceability of the Facility Agreement or any document
         relating thereto and assumes no responsibility for the financial
         condition of the Obligors or for the performance and observance by the
         Obligors of any of its obligations under the Facility Agreement or any
         document relating thereto and any and all such conditions and
         warranties, whether express or implied by law or otherwise, are hereby
         excluded.

7.       The Bank hereby gives notice that nothing herein or in the Facility
         Agreement (or any document relating thereto) shall oblige the Bank to
         (a) accept a re-transfer from the Transferee of the whole or any part
         of its rights, benefits and/or obligations under the Facility Agreement
         transferred pursuant hereto or (b) support any losses directly or
         indirectly sustained or incurred by the Transferee for any reason
         whatsoever including the non-performance by an Obligor or any other
         party to the Facility Agreement (or any document relating thereto) of
         its obligations under any such document. The Transferee hereby
         acknowledges the absence of any such obligation as is referred to in
         (a) or (b).

8.       This Transfer Certificate and the rights, benefits and obligations of
         the parties hereunder shall be governed by and construed in accordance
         with English law.


                                  THE SCHEDULE

1.       Bank:

2.       Transferee:

3.       Transfer Date:

4.       Commitment:

                      Bank's Commitment Portion Transferred

5.       Advance(s):

         Amount of                      Term and
         Bank's Participation           Repayment Date    Portion Transferred

    6.   Letter(s) of Credit            Term and
         Bank's L/C Participation       Expiry Date       Portion Transferred


                                       88
<PAGE>   92


[Transferor Bank]                        [Transferee Bank]

By:                                      By:

Date:                                    Date:



                                       89
<PAGE>   93




                                   SCHEDULE 3

                                     PART A
                          INITIAL CONDITIONS PRECEDENT

1.       In relation to each Original Borrower and the Guarantor (each an
         "ORIGINAL OBLIGOR")

         (a)      a copy, certified as at the date of this Agreement a true and
                  up-to-date copy by an Authorised Signatory of such Original
                  Obligor, of the constitutional documents of such Original
                  Obligor;

         (b)      a copy, certified as at the date of this Agreement a true and
                  up-to-date copy by an Authorised Signatory of such Original
                  Obligor, of a board resolution of such Original Obligor
                  approving the execution, delivery and performance of this
                  Agreement and the terms and conditions hereof and authorising
                  a named person or persons to sign this Agreement and any
                  documents to be delivered by such Original Obligor pursuant
                  hereto;

         (c)      a certificate of an Authorised Signatory of such Original
                  Obligor setting out the names and signatures of the persons
                  authorised to sign, on behalf of such Original Obligor, this
                  Agreement and any documents to be delivered by such Original
                  Obligor pursuant hereto; and

         (d)      a certificate of an Authorised Signatory of such Original
                  Obligor confirming that utilisation of the Facility would not
                  breach any restriction of its borrowing powers.

2.       A copy, certified a true copy by or on behalf of each Original
         Borrower, of each such law, decree, consent, licence, approval,
         registration or declaration as is, in the opinion of counsel to the
         Banks, necessary to render this Agreement legal, valid, binding and
         enforceable, to make this Agreement admissible in evidence in each
         Original Obligor's Relevant Jurisdiction and to enable each of the
         Original Obligors to perform its obligations hereunder.

3.       An opinion of the Banks' US Counsel satisfactory in form and substance
         to the Agent.

4.       An opinion of the Banks' Netherlands Counsel satisfactory in form and
         substance to the Agent.

5.       An opinion of Clifford Chance, solicitors to the Agent, in
         substantially the form distributed to the Banks prior to the signing of
         this Agreement.

6.       Evidence that the fees, costs and expenses required to be paid by the
         Guarantor pursuant to Clause 22.2 (Arrangement Fee), Clause 22.3
         (Agency Fee) and Clause 23.3 (Stamp Taxes) (if any) have been paid or
         (in relation to the fees referred to in Clause 22.2


                                       90
<PAGE>   94

         (Arrangement Fee) and Clause 22.3 (Agency Fee)) will be paid in
         accordance with the terms set out in the relevant fee letters relating
         thereto and evidence that the costs and expenses required to be paid by
         the Guarantor pursuant to Clause 23.1 (Transaction Expenses) have been
         or will be paid..

7.       A copy, certified a true copy by an Authorised Signatory of each
         Original Obligor, of the Original Financial Statements of such Original
         Obligor.

8.       Evidence that ProLogis Kingspark Developments Limited has agreed to act
         as the agent of the Original Obligors for the service of process in
         England.

9.       Evidence, in form and substance satisfactory to the Agent, that the
         Guarantor is in compliance with the financial covenants contained in
         Clause 18 (Financial Conditions) of this Agreement (such evidence to be
         constituted by a statement from a duly Authorised Signatory of the
         Guarantor as to such compliance as at 30 September, 1999) and Section 9
         (Financial Covenants) of the NationsBank Facility Agreement (such
         evidence to be constituted by a copy of the most recent compliance
         certificate delivered pursuant to the NationsBanks Facility Agreement).



                                       91
<PAGE>   95


                                   SCHEDULE 3

                                     PART B
                         ADDITIONAL CONDITIONS PRECEDENT

1.       A copy, certified as at the date of the relevant Borrower Accession
         Agreement a true and up-to-date copy by an Authorised Signatory of the
         proposed Additional Borrower, of the constitutional documents of such
         proposed Additional Borrower.

2.       A copy, certified as at the date of the relevant Borrower Accession
         Agreement a true and up-to-date copy by an Authorised Signatory of the
         proposed Additional Borrower, of a board resolution of such proposed
         Additional Borrower such proposed Additional Borrower to this Agreement
         and the performance of its obligations under the Facility Documents and
         authorising a named person or persons to sign such Borrower Accession
         Agreement, any other Facility Document and any other documents to be
         delivered by such proposed Additional Borrower pursuant thereto.

3.       A certificate of an Authorised Signatory of the proposed Additional
         Obligor setting out the names and signatures of the person or persons
         authorised to sign, on behalf of such proposed Additional Obligor, the
         Borrower Accession Agreement, any other Facility Documents and any
         other documents to be delivered by such proposed Additional Borrower
         pursuant thereto.

4.       A certificate of an Authorised Signatory of the proposed Additional
         Borrower confirming that the utilisation of the Facility and the
         granting of a guarantee and indemnity pursuant to the terms of the
         Facility Agreement would not breach any restriction of its memorandum
         of association.

5.       If the proposed Additional Borrower is incorporated in a jurisdiction
         other than England and Wales or The Netherlands, a copy, certified a
         true copy by or on behalf of the proposed Additional Borrower, of each
         such law, decree, consent, licence, approval, registration or
         declaration as is, in the opinion of counsel to the Banks, necessary to
         render the relevant Borrower Accession Agreement legal, valid, binding
         and enforceable, to make such Accession Memorandum admissible in
         evidence in the proposed Additional Borrower's jurisdiction of
         incorporation and to enable the proposed Additional Borrower to perform
         its obligations thereunder and under the other Facility Documents.

6.       A copy, certified a true copy by an Authorised Signatory of the
         proposed Additional Borrower, of its most recent Financial Statements,
         if available.

7.       If the proposed Additional Borrower is incorporated in a jurisdiction
         other than England and Wales or The Netherlands, an opinion of the
         Banks' local counsel in such Additional Borrower's Relevant
         Jurisdiction in form and substance satisfactory to the Agent.

8.       If the proposed Additional Borrower is incorporated in England and
         Wales, a letter from


                                       92
<PAGE>   96

         the Guarantor to the Agent (attaching supporting advice from the
         Guarantor's English solicitors) confirming that such proposed
         Additional Borrower is not prohibited by section 151 of the Companies
         Act 1985 from entering into the Facility Documents and performing its
         obligations thereunder.

9.       An opinion of Clifford Chance, solicitors to the Agent, in form and
         substance satisfactory to the Agent.

10.      If the proposed Additional Borrower is incorporated in a jurisdiction
         other than England and Wales, evidence that the process agent specified
         in the relevant Borrower Accession Agreement has agreed to act as its
         agent for the service of process in England.



                                       93
<PAGE>   97



                                   SCHEDULE 4

                               NOTICE OF DRAWDOWN

From:    [Name of Borrower]

To:      ABN AMRO Bank N.V.

Dated:

Dear Sirs,

1.       We refer to the agreement (the "Facility Agreement") dated 17 December
         1999 and made between PLD Europe Finance B.V. and PLD UK Finance B.V.
         as original borrowers under the guarantee of ProLogis Trust, ABN AMRO
         Bank N.V. and Societe Generale as arranger and co-arranger, ABN AMRO
         Bank N.V. as facility agent and the financial institutions named
         therein as banks. Terms defined in the Facility Agreement shall have
         the same meaning in this notice.

2.       This notice is irrevocable.

3.       We hereby give you notice that, pursuant to the Facility Agreement and
         upon the terms and subject to the conditions contained therein, we wish
         [an Advance to be made to us] [a Letter of Credit to be issued] as
         follows:

         (a)      Currency and Amount:

         (b)      Utilisation Date:

         (c)      Term:

[4.      If it is not possible, pursuant to Clause 3.3 (Conditions for Drawing
         in an Optional Currency) of the Facility Agreement, for the [Advance to
         be made] [Letter of Credit to be issued] in the currency specified, we
         would wish the [Advance[ [Letter of Credit] to be denominated in euro
         or sterling.]

[5.]     We confirm that, at the date hereof, the Repeated Representations are
         true in all material respects and no Event of Default, or Potential
         Event of Default is continuing.

[6.]     [The proceeds of this drawdown should be credited to [insert account
         details]. [The Letter of Credit should be issued in favour of [name of
         recipient] in the form attached and delivered to the recipient at
         [address of recipient]. The purpose of its issue is [ ].]


                                                Yours faithfully


                                     ---------------------------------------
                                              Authorised Signatory
                                     for and on behalf of [Name of Borrower]



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<PAGE>   98




                                   SCHEDULE 5

                         FORM OF COMPLIANCE CERTIFICATE


To:  ABN AMRO Bank N.V.


Date:

Dear Sirs,

We refer to an agreement (the "Facility Agreement" dated 17 December, 1999 and
made between PLD Europe Finance B.V. and PLD UK Finance B.V. as original
borrowers, ProLogis Trust as guarantor, ABN AMRO Bank N.V. and Societe Generale
as arranger and co-arranger, ABN AMRO Bank N.V. as facility agent and the
financial institutions defined therein as Banks.

Terms defined in the Facility Agreement shall bear the same meaning herein.

We confirm that:

         [Insert details of financial covenants]


[Signed:
          ----------------------------       ------------------------------
          Director                           Director


OR


-----------------------------------
for and on behalf of
[name of auditors of the Guarantor]



                                       95
<PAGE>   99




                                   SCHEDULE 6

                   CONSOLIDATED AND UNCONSOLIDATED AFFILIATES



                                       96

<PAGE>   100



                                   SCHEDULE 7

                      FORM OF BORROWER ACCESSION AGREEMENT


To:      ABN AMRO Bank N.V.

From:    [New Borrower]
              and
         ProLogis Trust

Dated:

Dear Sirs,

1.       We refer to a EURO 325,000,000 multicurrency revolving credit facility
         agreement (the "FACILITY AGREEMENT") dated 17 December, 1999 and made
         between PLD Europe Finance B.V. and PLD UK Finance B.V. as original
         borrowers (the "ORIGINAL BORROWERS") under the guarantee of ProLogis
         Trust (the "GUARANTOR"), ABN AMRO Bank N.V. and Societe Generale as
         arranger and co-arranger, ABN AMRO Bank N.V. as facility agent and the
         Banks (as defined in the Facility Agreement).

2.       Terms defined in the Facility Agreement shall bear the same meanings
         herein.

3.       Each of the Guarantor and each Borrower requests that [Subsidiary]
         become an Additional Borrower pursuant to Clause 34 (Additional
         Borrowers) of the Facility Agreement.

4.       [Subsidiary] is a company duly organised under the laws of [name of
         relevant jurisdiction].

5.       [Subsidiary] confirms that it has received from the Guarantor or, as
         the case may be, a Borrower a true and up-to-date copy of the Facility
         Agreement and a list of the Borrowers as at the date hereof.

6.       [Subsidiary] undertakes, upon its becoming a Borrower, to perform all
         the obligations expressed to be undertaken under the Facility Agreement
         by a Borrower and agrees that it shall be bound by the Facility
         Agreement in all respects as if it had been an original party thereto
         as a Borrower.

7.       Each of the Guarantor and the Borrowers:

         (a)      repeats the Repeated Representations; and

         (b)      confirms that no Event of Default or Potential Event of
                  Default is continuing or


                                       97
<PAGE>   101

                  would occur as a result of [Subsidiary] becoming an Additional
                  Borrower.


8.       [Subsidiary] makes the representations and warranties set out in Clause
         16 (Representations) of the Facility Agreement.

9.       [Subsidiary's] administrative details are as follows:

         Address:

         Fax No.:

[10.     PROCESS AGENT*
         [Subsidiary] agrees that the documents which start any Proceedings and
         any other documents required to be served in relation to those
         Proceedings may be served on it at [address of Subsidiary's place of
         business in England] or at any address in Great Britain at which
         process may be served on it in accordance with Part XXIII of the
         Companies Act 1985] / [on [name of process agent in England] at
         [address of process agent] or, if different, its registered office.] If
         [[Subsidiary] ceases to have a place of business in Great Britain]/
         [the appointment of the person mentioned above ceases to be effective],
         [Subsidiary] shall immediately appoint another person in England to
         accept service of process on its behalf in England. Nothing contained
         herein shall restrict the right to serve process in any other manner
         allowed by law. This applies to Proceedings in England and to
         Proceedings elsewhere.]

11.      This Agreement shall be governed by English law.

         [Guarantor]                    [Borrowers]


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


         [Subsidiary]

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

* This clause is required only if the acceding Borrower is not incorporated in
England or Wales.



                                       98
<PAGE>   102




                                   SCHEDULE 8

                                 MANDATORY COSTS


1.       The Mandatory Cost Rate is an addition to the interest rate to
         compensate Banks for the cost of compliance with (a) the requirements
         of the Bank of England and/or the Financial Services Authority (or, in
         either case, any other authority which replaces all or any of its
         functions) or (b) the requirements of the European Central Bank.

2.       On the first day of each Term (or as soon as possible thereafter) the
         Agent shall calculate, as a percentage rate, a rate (the "ADDITIONAL
         COSTS RATE") for each Bank, in accordance with the formulae set out in
         paragraph 4 below. The Mandatory Cost Rate will be calculated by the
         Agent as a weighted average of the Banks' additional costs rates
         (weighted in proportion to the percentage participation of each Bank in
         the relevant Advance) and will be expressed as a percentage rate per
         annum.

3.       The additional costs rate for any Bank lending from a Facility Office
         in a Participating Member State will be the percentage notified by that
         Bank to the Agent as a cost of complying with the minimum reserve
         requirements of the European Central Bank.

4.       The additional cost rate for any Bank lending from a Facility Office in
         England will be calculated by the Agent as follows:

         (a)      in relation to sterling Advances:

                               AB + C (B - D) + E x 0.01  per cent. per annum
                               -------------------------
                                          100-(A+C)

         (b)      in relation to Advances in any currency other than sterling:

                                          E x 0.01   per cent. per annum
                                          --------
                                            300

         Where:

         A        is the percentage of eligible liabilities (assuming these to
                  be in excess of any stated minimum) which that Bank is from
                  time to time required to maintain as an interest free cash
                  ratio deposit with the Bank of England to comply with cash
                  ratio requirements.

         B        is the percentage rate of interest (excluding the Applicable
                  Margin and the Mandatory Cost Rate) payable for the relevant
                  Term on the Advance.

         C        is the percentage (if any) of eligible liabilities which that
                  Bank is required from


                                       99
<PAGE>   103

                  time to time to maintain as interest bearing special deposits
                  with the Bank of England.

         D        is the percentage rate per annum payable by the Bank of
                  England to the Agent on interest bearing special deposits.

         E        is the rate of charge payable by the Bank to the Financial
                  Services Authority pursuant to the Fee Regulations (but, for
                  this purpose, ignoring any minimum fee requirement pursuant to
                  the Fee Regulations) and expressed in pounds per ,1,000,000 of
                  the Fee Base of that Bank.

5.       For the purposes of this Schedule:

         (a)      "ELIGIBLE LIABILITIES" and "SPECIAL DEPOSITS" have the
                  meanings given to them from time to time under or pursuant to
                  the Bank of England Act 1998 or (as may be appropriate) by the
                  Bank of England;

         (b)      "FEE REGULATIONS" means the Banking Supervision (Fees)
                  Regulations 1999 or such other law as may be in force from
                  time to time in respect of the payment of fees for banking
                  supervision; and

         (c)      "FEE BASE" has the meaning given to it, and will be calculated
                  in accordance with, the Fee Regulations.

6.       In application of the above formulae, A, B, C and D will be included in
         the formulae as percentages (i.e. 5 per cent. will be included in the
         formula as 5 and not as 0.05). A negative result obtained by
         subtracting D from B shall be taken as zero. The resulting figures
         shall be rounded to four decimal places.

7.       Each Bank shall supply any information required by the Agent for the
         purpose of calculating the above formulae. In particular, but without
         limitation, each Bank shall supply the following information in writing
         on or prior to the date on which it becomes a Bank:

         (a)      its jurisdiction of incorporation and the jurisdiction of its
                  Facility Office; and

         (b)      such other information that the Agent may reasonably require
                  for such purpose.

         Each Bank shall promptly notify the Agent in writing of any change to
         the information provided by it pursuant to this paragraph.

8.       The percentages or rates of charge of each Bank for the purpose of A, C
         and E above shall be determined by the Agent based upon the information
         supplied to it pursuant to paragraph 6 above and on the assumption
         that, unless a Bank notifies the Agent to the


                                      100
<PAGE>   104

         contrary, each Bank's obligations in relation to cash ratio deposits,
         special deposits and the Fee Regulations are the same as those of a
         typical bank from its jurisdiction of incorporation with a Facility
         Office in the same jurisdiction as its Facility Office.

         The Agent shall have no liability to any person if such determination
         results in an additional costs rate which over or under compensates any
         Bank and shall be entitled to assume that the information provided by
         any Bank pursuant to paragraph 6 above is true and correct in all
         respects.

9.       The Agent shall distribute the additional amounts received pursuant to
         the Mandatory Cost Rate to the Banks on the basis of the additional
         costs rate for each Bank, in accordance with the above formulae and
         based on the information provided by each Bank pursuant to paragraph 6
         above.

10.      Any determination by the Agent pursuant to this Schedule in relation to
         a formula, the Mandatory Cost Rate, an additional costs rate or any
         amount payable to a Bank shall, in the absence of manifest error, be
         conclusive and binding on all parties hereto.

11.      The Agent may from time to time, after consultation with the Guarantor
         and the Banks, determine and notify to all parties any amendments or
         variations which are required to be made to any of the formulae set out
         above in order to comply with any change in law or any requirements
         from time to time imposed by the Bank of England or the Financial
         Services Authority (or, in either case, any other authority which
         replaces all or any of its functions) and any such determination shall,
         in the absence of manifest error, be conclusive and binding on all
         parties hereto.



                                      101
<PAGE>   105


                                   SIGNATURES

THE ORIGINAL BORROWERS

PLD UK FINANCE B.V.

By:

Address:       Capronilaan 25 -27
               1119 NP Schipol-Rijk
               Amsterdam
               The Netherlands

Tel:           +31 20 6555 6666

Fax:           +31 20 6555 6655


PLD EUROPE FINANCE B.V.

By:

Address:       Capronilaan 25 -27
               1119 NP Schipol-Rijk
               Amsterdam
               The Netherlands

Tel:           +31 20 6555 6666

Fax:           +31 20 6555 6655



THE GUARANTOR

PROLOGIS TRUST

By:

Address:       14100 East 35th Place
               Aurora
               Colorado 80011
               U.S.

Tel:           + 1 303 375 9292

Fax:           + 1 303 375 1607



                                      102
<PAGE>   106

THE ARRANGER AND CO-ARRANGER

ABN AMRO BANK N.V.

By:

Address:       Gustav Mahlerlaan 10
               P O Box 283
               1000 EA Amsterdam
               The Netherlands

Tel:           +31 20 629 2889

Fax:           +31 20 628 7716

Attention:     Armstrong Okobia
               Agency Services PACHQ4131


SOCIETE GENERALE

By:

Address:       Les Miroir Batiment D-La Defence 3
               92978 Paris La Defense Cedex
               France

Tel:           +331 4214 9507

Fax:           +331 4214 9112

Attention:     Bertrand Descours / Remi Prache
               Real Estate FINT/IMM/DIM




                                      103
<PAGE>   107

THE AGENT

ABN AMRO BANK N.V.

By:

Address:            Gustav Mahlerlaan 10
                    P O Box 283
                    1000 EA Amsterdam
                    The Netherlands

Tel:                +31 20 629 2889

Fax:                +31 20 628 7716

Attention:          Armstrong Okobia
                    Agency Services HQ4131


THE BANKS

ABN AMRO BANK N.V.

By:

Address:            Gustav Mahlerlaan 10
                    P O Box 283
                    1000 EA Amsterdam
                    The Netherlands

Tel:                +31 20 629 2889

Fax:                +31 20 628 7716

Attention:          Armstrong Okobia
                    Agency Services HQ4131





                                      104
<PAGE>   108



AIB INTERNATIONAL FINANCE

By:

CREDIT MATTERS

Address:            AIB International Centre
                    IFSC
                    Dublin
                    Ireland

Tel:                +353 1 641 7920

Fax:                +353 1 608 9258

Attention:          Brian McGirr

OPERATIONAL MATTERS

Address:            Business Support
                    Bankscentre, Ballsbridge
                    Dublin 4
                    Ireland

Tel:                +352 1 6600311
Fax:                +353 1 6603529


BANK OF AMERICA, N.A.

By:

CREDIT MATTERS

Address:            SDG Group
                    901 Main Street
                    51st Floor
                    Dallas, Texas
                    75202 USA

Tel:                +1 214 209 0276

Fax:                +1 214 209 0085

Attention:          Will Bowers


                                      105
<PAGE>   109


OPERATIONAL MATTERS

Address:            SDG Administration
                    901 Main Street
                    51st Floor
                    Dallas, Texas
                    75202 USA

Tel:                +1 214 209 3712

Fax:                +1 214 209 1571

Attention:          Sheri Starbuck


BANQUE ARTESIA NEDERLAND N.V.

By:

Address:            Corporate Banking
                    Jansbinnensingel 20
                    P O Box 1008
                    6801 BA Arnhem
                    The Netherlands

Tel:                +31 26 353 0353

Fax:                +31 26 443 7423

CREDIT MATTERS

Attention:          E.P. Veerman

OPERATIONAL MATTERS

Attention:          T Vogt







                                      106
<PAGE>   110





BANKHAUS LOBBECKE & CO.

By:

Address:            Global Capital Markets
                    Fasanenstrasse 76-77
                    D-10623 Berlin
                    Germany


Fax:                +49 30 88 421 138

CREDIT MATTERS

Attention:          Diego Viviani / Margherita Martelli

Tel:                +49 30 88 421 131

OPERATIONAL MATTERS

Attention:          Dagmar Hofmann

Tel:                +49 30 88421 136


BARCLAYS BANK PLC

By:

CREDIT MATTERS

Address:            Corporate Banking
                    WTC Strawinskylaan 1353
                    1077 XX Amsterdam
                    The Netherlands

Tel:                +31 20 575 3308

Fax:                +31 20 575 3309

Attention:          Victor van der Linden





                                      107
<PAGE>   111


OPERATIONAL MATTERS

Address:            Global Services Unit, Barclays Capital
                    5 the North Colonnade
                    Canary Wharf
                    London E14 4BB
                    U.K.

Tel:                +44 207 773 6427

Fax:                +44 207 773 6812

Attention:          Ian Stewart


CREDIT COMMERCIAL DE FRANCE

By:

Address:            Direction des Affaires Immobilieres
                    103 Champs Elysees
                    75008 Paris
                    France

Tel:                +331 4070 7251

Fax:                +331 4070 7870




                                      108
<PAGE>   112


CREDIT MATTERS

Attention:          Annie Guerbois / Yves Lalouette

OPERATIONAL MATTERS

Attention:          Annie Guerbois



CREDIT COMMUNALE DE BELGIQUE S.A.

By:

Address:            Boulevard Pacheco 44
                    1000 Brussels
                    Belgium

Tel:                +32 2 222

Fax:                +32 2 222 2416

CREDIT MATTERS

Attention:          Geert Junuis / Dieter Baelden
                    Investment Banking PA3/2

OPERATIONAL MATTERS

Attention:          Guido de Ryck/ Marc Petiav
                    Back Office Treasury and Capital Markets


CREDIT FONCIER DE FRANCE

By:

Address:            Finance Structures
                    10 Rue de Capucines
                    BP65 75050 Paris Ledex 01
                    France

Fax:                +331 4244 9870



                                      109
<PAGE>   113

CREDIT MATTERS

Attention:          Maurcie Boukabza / Phillipe Lestang

Tel:                +331 4244 8992

OPERATIONAL MATTERS

Attention:          Catherine Vuillemenot

Tel:                +31 1 42 44 32 79


CREDIT LOCAL DE FRANCE

By:

Address:            7/11 Quai Andre Citroen
                    BP 1002 75901 Paris Ledex 15
                    France

CREDIT MATTERS

Attention:          Olivier Katan / Jacqueline Cappe
                    Project and Structured Finance Department

Tel:                +331 4392 7320

Fax:                +331 4392 7400

OPERATIONAL MATTERS

Attention:          Benedicte Achard / Fabienne Mattioni
                    Back Office / CRPB2 "Production Bancaire"

Tel:                +331 4392 8359

Fax:                +331 4392 8369


                                      110
<PAGE>   114


CREDIT LYONNAIS

By:

Address:            Agence Centrale Enterprise
                    46 Rue Notre Dames des Victoires
                    75002 Paris
                    France

Fax:                +33 1 42 95 3995

CREDIT MATTERS

Attention:          Dominique Fournier

Tel:                +33 1 4295 0639



OPERATIONAL MATTERS

Attention:          Sandra Ktorza

Tel:                +33 1 4295 0169


DEN DANKSE BANK AKTIESELSKAB

By:

Address:            75 King William Street
                    London
                    EC4N 7DT

Tel:                +207 410 8000

Fax:                +207 410 8001

CREDIT MATTERS

Attention:          Martin Wilse/Peter Hughes


                                      111
<PAGE>   115

ADMINISTRATION MATTERS

Attention:          Alain Laviolette
                    Corporate Loans Administration



DRESDNER BANK LUXEMBOURG S.A.

By:

Address:            26 Rue du Marche-aux-Herbes
                    L-2097 Luxembourg
                    Luxembourg

CREDIT  MATTERS

Tel:                +352 4760 227

Fax:                +352 4760 824

Attention:          Klaus Diederich

OPERATIONAL MATTERS

Tel:                +352 4760 413/423

Fax:                +352 4760 565

Attention:          Marianne Degregori/Bruno Bohlinger



FORTIS BANK (NEDERLAND) N.V.

By:

Address:            Amsterdam Corporate
                    Nachtwachtlaan 20
                    Postbus 58
                          1000 AB

Fax:                      +31 20 514 6151




                                      112
<PAGE>   116

CREDIT MATTERS

Attention:          Willem Calame

Tel:                +31 20 514 6244

OPERATIONAL MATTERS

Attention:          Peter Nooteboom

Tel:                +31 20 514 6116


LANDESBANK RHEINLAND-PFALZ INTERNATIONAL S.A.

By:

CREDIT AND OPERATIONAL MATTERS

Address:            Corporate and Structured Finance
                    10-12 Boulevard Roosevelt
                    L2450 Luxembourg

Tel:                +352 4759 21 333

Fax:                +352 4759 21 340

Attention:          Lisa Backes


                                      113
<PAGE>   117


SOCIETE GENERALE

By:

CREDIT MATTERS

Address:            Les Miroir Batiment D-La Defence 3
                    92978 Paris La Defense Cedex
                    France

Attention:          Betrand Discours/Remi Prache
                    Real Estate - FINT/IMM/DIM

Tel:                +33 1 4214 9507

Fax:                +33 1 4214 9112

OPERATIONAL MATTERS

Attention:          Danielle Batoche/ Eric Hoube
                    FINT/IMM/FIN/CIG

Tel:                +33 1 42 14 3593

Fax:                +33 1 42 14 6142


VEREINS- UND WESTBANK AG

By:

Address:            Alterwall 22
                    20457 Hamburg
                    Germany

Fax:                +49 40 36 92 1796

CREDIT MATTERS

Attention:          Birgit Gotthavelt-Senk

Tel:                +49 40 3692 2373

OPERATIONAL MATTERS

Attention:          Uwe Ottenberg

Tel:                +49 40 3692 3147


                                      114