Exhibit 10.47

                      SECOND AMENDMENT TO CREDIT AGREEMENT


          THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this  "Amendment") dated as
of March 25, 2004, by and among PUBLIC  STORAGE,  INC., a corporation  organized
under  the  laws  of the  State  of  California  (the  "Borrower"),  each of the
Guarantors  signatory hereto,  each of the Lenders  signatory hereto,  and WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Agent.

          WHEREAS,  the Borrower,  the Lenders and the Agent are parties to that
certain Credit  Agreement dated as of November 1, 2001 (as amended and in effect
immediately prior to the date hereof, the "Credit Agreement");

          WHEREAS,  the parties hereto desire to amend certain provisions of the
Credit  Agreement  to,  among  other  things,  (1) extend the  Revolving  Credit
Termination Date thereof, (2) increase the amount of Letters of Credit available
thereunder,  (3) remove the competitive bid subfacility,  (4) remove the Maximum
Availability  limitation  and (5)  revise  certain  of the  financial  and other
negative covenants, all on the terms and conditions contained herein; and

          WHEREAS,  upon  the  effectiveness  of this  Amendment,  (1)  Wachovia
Capital  Markets,  LLC  shall  become a  "Co-Lead  Arranger"  under  the  Credit
Agreement and (2) Citicorp  North America,  Inc.  shall become a  "Documentation
Agent" under the Credit Agreement;

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

          Section 1. SPECIFIC AMENDMENTS TO CREDIT AGREEMENT. The parties hereto
agree that the Credit Agreement is amended as follows:

          (a) Section 1.1. of the Credit Agreement is hereby amended by deleting
the definitions of "Applicable Facility Fee", "Applicable Margin",  "Capitalized
EBITDA", "Development Property", "EBITDA", "Eligible Property", "Fixed Charges",
"Gross Asset Value",  "Investment",  "L/C  Commitment  Amount",  "Net  Operating
Income",  "Preferred  Stock",  "Reserve  for  Replacements",  "Revolving  Credit
Termination Date",  "Unencumbered Pool Properties" and "Unencumbered Pool Value"
in their entirety and substituting in their place the following definitions:

              "APPLICABLE  FACILITY FEE" means the  percentage  set forth in the
table  below  corresponding  to the Level at which the  "Applicable  Margin"  is
determined in accordance with the definition thereof:

------------------- -----------------
      LEVEL           FACILITY FEE
------------------- -----------------
        1                0.15%
        2                0.15%
        3                0.20%
        4                0.25%
        5                0.30%

<PAGE>


          "APPLICABLE  MARGIN" means the percentage  rate set forth in the table
below  corresponding  to the range into which the Borrower's  Credit Rating then
falls.  Any change in the Borrower's  Credit Rating which would cause it to move
to a different  range in the table shall be effective as of the first day of the
calendar month  immediately  following the date on which such change occurs.  If
only one Rating Agency has issued a Credit Rating,  then the  Applicable  Margin
will be determined based on the Level  corresponding  to such Credit Rating.  If
both S&P and Moody's  have  issued  Credit  Ratings and such Credit  Ratings are
equivalent  then the  Applicable  Margin will be  determined  based on the Level
corresponding  to such  equivalent  Credit  Ratings,  but if such Credit Ratings
correspond to different  Levels in the table  resulting in different  Applicable
Margin  determinations,  the Applicable  Margin will be determined  based on the
Level corresponding to the higher of the two Credit Ratings issued by either S&P
or Moody's. If the Applicable Margin cannot be determined in accordance with the
immediately preceding sentences,  then the Applicable Margin shall be determined
based on Level 5.

<TABLE>
<CAPTION>

-------------- ---------------------------------- -------------------- --------------------
                   Borrower's Credit Rating        Applicable Margin    Applicable Margin
    Level         (S&P/Moody's or equivalent)       for LIBOR Loans            for
                                                                         Base Rate Loans
-------------- ---------------------------------- -------------------- --------------------
      <S>          <C>                                   <C>                   <C>
      1            A-/A3 or higher                       0.50%                 0%
-------------- ---------------------------------- -------------------- --------------------
-------------- ---------------------------------- -------------------- --------------------
      2            BBB+/Baa1                             0.60%                 0%
-------------- ---------------------------------- -------------------- --------------------
-------------- ---------------------------------- -------------------- --------------------
      3            BBB/Baa2                              0.70%                 0%
-------------- ---------------------------------- -------------------- --------------------
-------------- ---------------------------------- -------------------- --------------------
      4            BBB-/Baa3                             0.90%                 0%
-------------- ---------------------------------- -------------------- --------------------
-------------- ---------------------------------- -------------------- --------------------
      5            Lower than BBB-/Baa3                  1.20%                0.25%
-------------- ---------------------------------- -------------------- --------------------

</TABLE>

          "CAPITALIZED EBITDA" means, with respect to a Person and as of a given
date, (a) such Person's  EBITDA for the two fiscal  quarters most recently ended
TIMES (b) 2 and DIVIDED BY (c) 9.0%. In determining  Capitalized EBITDA,  EBITDA
attributable  to real estate  properties  either acquired or disposed of by such
Person during such two fiscal quarters shall be disregarded;  PROVIDED, HOWEVER,
EBITDA attributable to real estate properties acquired by the Borrower or any of
its  Subsidiaries  during the two immediately  preceding fiscal quarters may, at
the Borrower's  option, be included in determinations of the Capitalized  EBITDA
of the Borrower.

          "DEVELOPMENT PROPERTY" means a Property currently under development on
which the improvements have not been completed,  or a Property where development
has been  completed as evidenced by a  certificate  of occupancy  for the entire
Property for the 30 month period  following the issuance of such  certificate of
occupancy  (provided  that Borrower may at its option elect to remove a Property
from the category of  Development  Properties  prior to the completion of the 30
month  period,  but any such Property may not be  reclassified  as a Development
Property). The term "Development Property" shall include


                                       2
<PAGE>


real property of the type described in the immediately  preceding sentence to be
(but not yet) acquired by the  Borrower,  any  Subsidiary or any  Unconsolidated
Affiliate upon  completion of  construction  pursuant to a contract in which the
seller of such real property is required to develop or renovate prior to, and as
a condition precedent to, such acquisition.

          "EBITDA" means,  with respect to any Person for any period and without
duplication:  (a) net earnings (loss) of such Person for such period  (including
equity in net earnings or net loss of Unconsolidated  Affiliates)  excluding the
impact  of  the   following   amounts   with  respect  to  any  Person  and  the
Unconsolidated  Affiliates  (but only to the extent  included in determining net
earnings (loss) for such period):  (i) depreciation and amortization expense and
other non-cash charges of such Person for such period;  (ii) interest expense of
such Person for such period;  (iii) income tax expense of such Person in respect
of such period;  (iv)  extraordinary  and nonrecurring  gains and losses of such
Person for such period, including without limitation,  gains and losses from the
sale of assets,  write-offs and forgiveness of debt; and (v) minority  interests
and  distributions  to holders of  Preferred  Stock;  MINUS (b) the  Reserve for
Replacements.

          "ELIGIBLE  PROPERTY"  means  a  Property  which  satisfies  all of the
following requirements: (a) such Property is owned in fee simple by the Borrower
or a Wholly Owned  Subsidiary  and is located in a State of the United States of
America or in the District of Columbia;  provided, that if a Subsidiary does not
meet the definition of "Wholly Owned Subsidiary"  solely because such Subsidiary
has issued  partnership  interests that are or will be convertible at the option
of the  holder  of such  partnership  interest  into  the  Equity  Interests  or
Preferred Stock of the Borrower,  such Subsidiary  shall be considered a "Wholly
Owned  Subsidiary"  for purposes of this clause (a); (b)  regardless  of whether
such  Property is owned by the  Borrower or a  Subsidiary,  the Borrower has the
right  directly,  or  indirectly  through a  Subsidiary,  to take the  following
actions without the need to obtain the consent of any Person: (i) to create Lien
on  such  Property  as  security  for  Indebtedness  of  the  Borrower  or  such
Subsidiary,  as applicable  and (ii) to sell,  transfer or otherwise  dispose of
such  Property;  (c) neither such  Property,  nor if such Property is owned by a
Subsidiary,  any of the Borrower's direct or indirect ownership interest in such
Subsidiary,  is subject to (i) any Lien other than  Permitted  Liens or (ii) any
Negative Pledge;  (d) the average Occupancy Rate of such Property for the period
of two fiscal  quarters most recently  ended equals or exceeds  65.0%;  (e) such
Property  is  free  of all  structural  defects,  title  defects,  environmental
conditions or other adverse  matters  except for defects,  conditions or matters
individually or collectively which are not material to the profitable  operation
of such  Property;  and (f) the Borrower has obtained a "Phase I"  environmental
assessment or other  appropriate  environmental  assessment with respect to such
Property,  and such  assessment does not indicate the existence of any condition
that has, or could reasonably  expected to have, a materially  adverse effect on
the condition, fair market value or net operating income of such Property.

          "FIXED  CHARGES"  means,  with  respect  to a  Person  and for a given
period, the sum of (a) the Interest Expense of such Person for such period, PLUS
(b) the aggregate of all scheduled principal payments


                                       3
<PAGE>


on  Indebtedness  made by such Person  during such  period  (excluding  balloon,
bullet  or  similar  payments  of  principal  due upon the  stated  maturity  of
Indebtedness),  PLUS (c) the aggregate of all dividends or distributions paid or
accrued by such Person on any Preferred Stock during such period.

          "GROSS  ASSET  VALUE"  means,  at  a  given  time,  the  sum  (without
duplication)  of (a)  Capitalized  EBITDA of the Borrower  and its  Subsidiaries
determined on a consolidated basis, excluding Capitalized EBITDA attributable to
Development Properties, PLUS (b) all cash and cash equivalents (excluding tenant
deposits  and  other  cash  and cash  equivalents  the  disposition  of which is
restricted)  of the Borrower  and its  Subsidiaries  at such time,  PLUS (c) the
current book value of Development  Properties and all land held for development;
PROVIDED,  HOWEVER,  any land which is not  appropriately  entitled  or zoned to
permit  the  use of such  Property  as a  self-storage  facility  shall  only be
included  at 50% of book  value,  PLUS (d) with  respect to each  Unconsolidated
Affiliate of the Borrower,  the Borrower's respective Ownership Share of (i) the
Capitalized  EBITDA of each such  Unconsolidated  Affiliate and (ii) the current
book values of all real  property  of each such  Unconsolidated  Affiliate  upon
which  construction  is in  progress,  PLUS (e) at the  Borrower's  option,  the
purchase price paid by the Borrower or any Subsidiary  (less any amounts paid to
the Borrower or such Subsidiary as a purchase price adjustment,  held in escrow,
retained  as  a  contingency  reserve,  or  in  connection  with  other  similar
arrangements)  for any  Property  acquired by the  Borrower  or such  Subsidiary
during  the  immediately  preceding  four  consecutive  fiscal  quarters  of the
Borrower,  PLUS (f) the contractual purchase price of Properties of the Borrower
and its Subsidiaries subject to purchase  obligations,  repurchase  obligations,
forward commitments and unfunded  obligations to the extent such obligations and
commitments are included in determinations of Total Liabilities of the Borrower,
PLUS (g) the value  (determined in accordance with GAAP) of all promissory notes
payable  solely to the Borrower or any of its  Subsidiaries  (excluding any such
note  where (i) the  obligor  is more than 30 days past due with  respect to any
payment  obligation  or is the  subject  of a  bankruptcy  proceeding  or  other
proceeding,  event or condition of the types referred to in Section  11.1.(e) or
(f) or (ii) the obligor is an Affiliate of the Borrower  (other than PS Business
Parks,  Inc.  or PS  Business  Parks,  L.P.,  so long as any such note issued by
either PS Business  Parks,  Inc. or PS Business Parks,  L.P.  matures within six
months of issuance),  PLUS (h) the value (determined in accordance with GAAP) of
all marketable  securities owned by the Borrower and its  Subsidiaries,  and all
other assets of the Borrower and its Subsidiaries  (excluding  assets classified
as  intangible  under GAAP).  No more than 10.0% of the Gross Asset Value may be
attributable  to the  aggregate of the  following  (x) the current book value of
land  held  for  development  and  (y)  the  value  attributable  to the  assets
referenced in clauses (g) and (h) above.

          "INVESTMENT"  means,  with respect to any Person,  any  acquisition or
investment (whether or not of a controlling interest) by such Person, whether by
means of (a) the purchase or other acquisition of any Equity Interest in another
Person, (b) a loan, advance or extension of credit to, capital  contribution to,
Guaranty  of  Indebtedness   of,  or  purchase  or  other   acquisition  of  any
Indebtedness  of,  another  Person,  including any  partnership or joint venture
interest in such other Person, or (c) the purchase or other acquisition (in one


                                       4
<PAGE>


transaction  or a series  of  transactions)  of assets of  another  Person  that
constitute the business or a division or operating unit of another  Person.  Any
commitment or option to make an Investment in any other Person shall  constitute
an  Investment.   Except  as  expressly  provided  otherwise,  for  purposes  of
determining  compliance  with any  covenant  contained in a Loan  Document,  the
amount or value of any Investment shall be the amount actually invested, without
adjustment  for  subsequent   increases  or  decreases  in  the  value  of  such
Investment.

          "L/C  COMMITMENT  AMOUNT" means an amount equal to $30,000,000 as such
amount may be reduced from time to time in accordance with the terms hereof.

          "NET OPERATING INCOME" means, for any Property and for a given period,
the sum  (without  duplication)  of (a) rents and other  revenues  earned in the
ordinary  course from such Property  (excluding  pre-paid rents and revenues and
security  deposits  except to the extent  applied in  satisfaction  of  tenants'
obligations  for rent)  MINUS (b) all  expenses  paid or accrued  related to the
ownership,  operation or maintenance of such Property, including but not limited
to,  taxes,  assessments  and the like,  insurance,  utilities,  payroll  costs,
maintenance,  repair and landscaping expenses,  marketing expenses,  and general
and  administrative  expenses  (including an  appropriate  allocation for legal,
accounting,  advertising,  marketing and other  expenses  incurred in connection
with such Property,  but specifically excluding general overhead expenses of the
Borrower and its  Subsidiaries  and any property  management fees) MINUS (c) the
Reserve for  Replacements for such Property for such period MINUS (d) the actual
property  management  fee, if any,  paid during such period with respect to such
Property.

          "PREFERRED STOCK" means, with respect to any Person, shares of capital
stock of, or other  equity  interests  in,  such  Person  which are  entitled to
preference or priority over any other capital stock of, or other equity interest
in, such  Person in respect of the payment of  dividends  or  distributions,  or
distribution of assets upon liquidation or both. For the avoidance of doubt, the
Borrower's  publicly  traded  Equity  Interest  commonly  referred to as "Equity
Stock"  shall not be  deemed to be  Preferred  Stock  for the  purposes  of this
Agreement.

          "RESERVE FOR  REPLACEMENTS"  means, for any period and with respect to
any Property,  an amount equal to (a) the aggregate net rentable  square footage
of all completed  space of such Property TIMES (b) $0.35 TIMES (c) the number of
days such  Property was operated in such period  DIVIDED BY (d) 365. If the term
Reserve for  Replacements  is used without  reference to any specific  Property,
then it shall be determined on an aggregate basis with respect to all Properties
and a proportionate share of all real property of all Unconsolidated Affiliates.

          "REVOLVING CREDIT TERMINATION DATE" means April 1, 2007, or such later
date to which such date may be extended in accordance with Section 2.14.


                                       5
<PAGE>


          "UNENCUMBERED  POOL PROPERTIES" means those Eligible  Properties that,
     pursuant  to  the  terms  of  this  Agreement,  are  to  be  included  when
     calculating  the  Unencumbered  Pool Value.  A Property shall cease to be a
     Unencumbered  Pool Property if such Property  shall cease to be an Eligible
     Property.

          "UNENCUMBERED POOL VALUE" means (without  duplication) an amount equal
     to the sum of (a) (i) the Net Operating  Income of each  Unencumbered  Pool
     Property for the two fiscal  quarters most recently  ended TIMES (ii) 2 and
     DIVIDED BY (iii) 9.0%,  PLUS (b) the purchase price paid by the Borrower or
     any Subsidiary (less any amounts paid to the Borrower or such Subsidiary as
     a purchase  price  adjustment,  held in escrow,  retained as a  contingency
     reserve,  or  in  connection  with  other  similar  arrangements)  for  any
     Unencumbered  Pool  Property  acquired by the  Borrower or such  Subsidiary
     during the two fiscal  quarters  most  recently  ended.  To the extent that
     Properties located in any one State of the United States of America (in the
     case of  California,  each  of  northern  and  southern  California  (as so
     categorized  by the  Borrower)  shall be  considered  separate  states  for
     purposes of this  definition) or in the District of Columbia  would, in the
     aggregate,  account for more than 40.0% of  Unencumbered  Pool Value,  such
     excess shall be excluded.

          (b) Section 1.1. of the Credit Agreement is hereby amended by deleting
the definition of "Maximum Availability" in its entirety.

          (c) Section 1.1. of the Credit  Agreement is hereby  amended by adding
the following definition of "Total Indebtedness" in its appropriate alphabetical
order:

          "TOTAL INDEBTEDNESS" means, without duplication, (a) Total Liabilities
     of the Borrower and its Subsidiaries on a consolidated  basis MINUS (b) (i)
     all  accounts  payable  and  accrued  expenses  of  the  Borrower  and  its
     Subsidiaries and (ii) obligations in respect of preferred partnership units
     or other  preferred  Equity  Interest  issued by any Subsidiary  (excluding
     obligations in respect of any such preferred Equity Interests  beneficially
     owned by the Borrower or any Subsidiary).

          (d)  Section  2.1.(a) of the  Credit  Agreement  is hereby  amended by
deleting  such  section  in its  entirety  and  substituting  in its  place  the
following:

          (a) GENERALLY.  Subject to the terms and conditions hereof,  including
     without  limitation,  Section  2.18.,  during the period from the Effective
     Date to but excluding the Revolving  Credit  Termination  Date, each Lender
     severally and not jointly agrees to make Revolving Loans to the Borrower in
     an aggregate principal amount at any one time outstanding up to, but not to
     exceed,  the amount of such Lender's  Commitment.  Subject to the terms and
     conditions of this Agreement,  during the period from the Effective Date to
     but excluding  the  Revolving  Credit  Termination  Date,  the Borrower may
     borrow, repay and reborrow Revolving Loans hereunder.


                                       6
<PAGE>


          (e) Section 2.2. of the Credit Agreement is hereby amended by deleting
such section in its entirety and substituting in its place the following:

              SECTION 2.2.      BID RATE LOANS.

              [Intentionally omitted]

          (f) Section  2.8.(b)(ii) of the Credit  Agreement is hereby amended by
deleting  such  section  in its  entirety  and  substituting  in its  place  the
following:

              (ii) [Intentionally omitted]

          (g) Section  2.14.(b)  of the Credit  Agreement  is hereby  amended by
deleting  the  percentage  "70%"  therein  and  substituting  in its  place  the
percentage "66-2/3%".

          (h) Section  2.14.(c)  of the Credit  Agreement  is hereby  amended by
deleting  the  percentage  "70%"  therein  and  substituting  in its  place  the
percentage "66-2/3%".

          (i)  Section  2.18.  of the  Credit  Agreement  is hereby  amended  by
deleting  such  section  in its  entirety  and  substituting  in its  place  the
following:

          Notwithstanding  any other term of this Agreement,  no Lender shall be
     required to make any Loan, and the Agent shall not be required to issue any
     Letter of Credit if,  immediately after the making of such Loan or issuance
     of such Letter of Credit the aggregate  principal amount of all outstanding
     Loans,  together  with  the  aggregate  amount  of  all  Letter  of  Credit
     Liabilities, would exceed the aggregate amount of the Commitments.

          (j)  Section  3.6.(b) of the  Credit  Agreement  is hereby  amended by
deleting  the  amount  "$1,000"  in  the  proviso  to  clause  (y)  thereof  and
substituting in its place the amount "$500".

          (k)  Section  7.1.(i) of the  Credit  Agreement  is hereby  amended by
deleting  such  section  in its  entirety  and  substituting  in its  place  the
following:

               (i) LITIGATION.  Except as set forth on Schedule  7.1.(i),  there
     are no actions,  suits or proceedings pending (nor, to the knowledge of the
     Borrower,  are there any actions, suits or proceedings  threatened,  nor is
     there any basis therefor) against or in any other way relating adversely to
     or affecting the Borrower,  any other Loan Party,  any other  Subsidiary or
     any of their  respective  property in any court or before any arbitrator of
     any  kind or  before  or by any  other  Governmental  Authority  which,  if
     adversely  determined,  could  reasonably  be expected to have a materially
     adverse  effect  on  (1)  the  business,  assets,  liabilities,   financial
     condition or business  prospects of the Borrower and its Subsidiaries taken
     as a whole,  (2) the  ability  of the  Borrower  or any other Loan Party to
     perform its obligations under any Loan Document to which it is a party, (3)
     the validity or enforceability of


                                       7
<PAGE>


     any of the Loan  Documents,  (4) the rights and remedies of the Lenders and
     the Agent under any of the Loan  Documents or (5) the timely payment of the
     principal  of or  interest  on  the  Loans  or  other  amounts  payable  in
     connection  therewith.  There are no strikes, slow downs, work stoppages or
     walkouts or other labor disputes in progress or threatened  relating to the
     Borrower, any other Loan Party or any other Subsidiary.

          (l) Sections  10.1.(a),  (c), (d), (f), (g), (h), (i), (j) and (l) are
hereby amended by deleting such sections in their entirety and  substituting  in
their place the following:

          (a) RATIO OF TOTAL  INDEBTEDNESS  TO GROSS ASSET  VALUE.  The Borrower
     shall not permit the ratio of (i) Total  Indebtedness  of the  Borrower and
     its  Subsidiaries  determined on a  consolidated  basis to (ii) Gross Asset
     Value, at the end of any fiscal quarter to exceed 0.55 to 1.00 at any time.

          (c) RATIO OF EBITDA TO INTEREST EXPENSE. The Borrower shall not permit
     the ratio of (i) EBITDA of the Borrower and its Subsidiaries  determined on
     a  consolidated  basis for the fiscal  quarter most recently  ended to (ii)
     Interest  Expense of the  Borrower  and its  Subsidiaries  determined  on a
     consolidated basis for such fiscal quarter,  to be less than 2.25 to 1.0 at
     the end of such fiscal quarter.

          (d) RATIO OF EBITDA TO FIXED  CHARGES.  The Borrower  shall not permit
     the ratio of (i) EBITDA of the Borrower and its Subsidiaries  determined on
     a consolidated basis for the four fiscal-quarter period most recently ended
     to (ii) Fixed Charges of the Borrower and its Subsidiaries  determined on a
     consolidated  basis for such  four-quarter  period, to be less than 1.50 to
     1.0 at the end of each fiscal quarter.

          (f) RATIO OF  UNENCUMBERED  POOL VALUE TO UNSECURED  LIABILITIES.  The
     Borrower shall not permit the ratio of (i) the  Unencumbered  Pool Value to
     (ii) Unsecured Liabilities, to be less than 1.5 to 1.0 at any time.

          (g) MINIMUM  TANGIBLE NET WORTH.  The  Borrower  shall not at any time
     permit  the  Tangible  Net  Worth  of the  Borrower  and  its  Subsidiaries
     determined on a  consolidated  basis to be less than an amount equal to the
     greater of (a)(i)  $4,139,960,000  PLUS (ii) 75% of the Net Proceeds of all
     Equity  Issuances  effected  at any time  after  December  31,  2003 by the
     Borrower to any Person other than the  Borrower or any of its  Subsidiaries
     MINUS  (iii) the  aggregate  amount  paid by the  Borrower  to  purchase or
     otherwise acquire outstanding shares of the common stock or Preferred Stock
     of the Borrower (so long as such payments are permitted by the  immediately
     following subsection (h)), or (b) $3,000,000,000.  To the extent a purchase
     or other  acquisition  of  outstanding  shares of the  common  stock of the
     Borrower is purchased  or acquired in exchange  for, or out of the net cash
     proceeds of, a substantially  concurrent issue and sale of Equity Interests
     of the Borrower (other than Equity  Interests that are subject to mandatory
     redemption)  to any Person (other than to a  Subsidiary),  such purchase or
     acquisition shall be excluded from the immediately preceding clause (iii).


                                       8
<PAGE>


          (h)  DISTRIBUTIONS.  The Borrower  shall not, and shall not permit any
     Subsidiary to, declare or make any Restricted Payment;  PROVIDED,  HOWEVER,
     that:  (i) the  Borrower  may  declare  or make cash  distributions  to its
     shareholders  during any fiscal year in an  aggregate  amount not to exceed
     the greater of (x) 95.0% of Funds From  Operations  for such fiscal year or
     (y) the minimum  amount  required for the Borrower to remain in  compliance
     with Section  8.12.  and to avoid  payment for any federal  income taxes or
     federal excise taxes imposed under Sections 857(b)(1),  857(b)(3), and 4981
     of the Internal Revenue Code; (ii) the Borrower may make cash distributions
     to its  shareholders  of capital  gains  resulting  from gains from certain
     asset sales to the extent necessary to avoid payment of taxes on such asset
     sales imposed  under  Sections  857(b)(3) and 4981 of the Internal  Revenue
     Code;  (iii) the Borrower and its  Subsidiaries  may make cash  payments to
     repurchase  outstanding  shares of any of its respective  Preferred  Stock,
     common  stock  or  other  similar   common  Equity   Interests;   and  (iv)
     Subsidiaries  may  pay  Restricted  Payments  to the  Borrower,  any  other
     Subsidiary  or, so long as no Default  or Event of Default  exists or would
     result  therefrom,  to any other Person holding an Equity  Interest in such
     Subsidiary so long as such  Restricted  Payment is in accordance  with each
     such Subsidiary's governing documents.  Notwithstanding the foregoing,  but
     subject to the following  sentence,  if a Default or Event of Default shall
     have occurred and be continuing, the Borrower may only declare or make cash
     distributions  to its  shareholders  during any fiscal year in an aggregate
     amount not to exceed the  minimum  amount  necessary  for the  Borrower  to
     remain in  compliance  with  Section  8.12.  and to avoid  payment  for any
     federal  income  taxes or  federal  excise  taxes  imposed  under  Sections
     857(b)(1),  857(b)(3),  and 4981 of the Internal Revenue Code. If a Default
     or Event of Default  specified  in Section  11.1.(a),  Section  11.1.(e) or
     Section  11.1.(f) shall have occurred and be continuing,  or if as a result
     of the occurrence of any other Event of Default the  Obligations  have been
     accelerated,  the Borrower  shall not, and shall not permit any  Subsidiary
     to, make any Restricted Payments to any Person whatsoever other than to the
     Borrower or any Subsidiary.

          (i)  INVESTMENTS  GENERALLY.  The  Borrower  shall not,  and shall not
     permit any Subsidiary to, directly or indirectly, acquire, make or purchase
     any  Investment,  or permit any Investment of such Person to be outstanding
     on and after the Agreement Date, other than the following:

               (i) Investments in cash, Cash Equivalents or institutional  money
          market funds  organized under the laws of the United States of America
          or any state thereof that invest solely in Cash Equivalents;

               (ii) (x) trade credit  extended on usual and  customary  terms in
          the  ordinary  course of business,  and (y) advances to employees  for
          moving,  relocation and travel expenses,  drawing accounts and similar
          expenditures in the ordinary course of business;

               (iii)  Investments in Subsidiaries in existence on March 25, 2004
          and disclosed on Part I of Schedule  7.1.(b),  whether such Investment
          was made on such date or thereafter;


                                       9
<PAGE>


               (iv)  Investments to acquire Equity  Interests of a Subsidiary or
          any other Person who after giving effect to such acquisition  would be
          a Subsidiary,  so long as in each case (x)  immediately  prior to such
          Investment,  and after giving effect  thereto,  no Default or Event of
          Default is or would be in existence and (y) if such  Subsidiary is (or
          immediately  after giving effect to such Investment would be) required
          to be a party to the Guaranty,  the terms and  conditions set forth in
          Section 8.14. are satisfied; and

               (v)  other  Investments  subject  to  the  immediately  following
          subsection (j).

          (j)  LIMITATIONS ON CERTAIN  INVESTMENTS.  The Borrower shall not, and
     shall not permit any  Subsidiary to, make an Investment in or otherwise own
     the following  items which would cause the aggregate value of such holdings
     of such Persons to exceed the following percentages of Gross Asset Value:

               (i) unimproved  real estate such that the aggregate  value of all
          such  unimproved  real estate  calculated on the basis of the lower of
          cost or market  value,  exceeds 10.0% of Gross Asset Value (a Property
          that  is  a  Development  Property  shall  not  be  considered  to  be
          unimproved real estate for purposes of this clause);

               (ii)  Equity  Interests  in  Persons  (other  than  Subsidiaries,
          Unconsolidated  Affiliates and Persons that are REITs),  such that the
          aggregate value of such interests calculated on the basis of the lower
          of cost or market, exceeds 10.0% of Gross Asset Value;

               (iii) Mortgages in favor of the Borrower or any Subsidiary,  such
          that  the  aggregate  book  value  of  Indebtedness  determined  on  a
          consolidated  basis secured by such  Mortgages  exceeds 10.0% of Gross
          Asset Value; and

               (iv)  Investments  in  Unconsolidated  Affiliates,  such that the
          aggregate  value of such  Investments,  exceeds  20.0% of Gross  Asset
          Value.  For  purposes  of this  clause  (iv),  the "value" of any such
          Investment in an  Unconsolidated  Affiliate  shall be determined  with
          respect  to the  Borrower's  Ownership  Share  of such  Unconsolidated
          Affiliate.

          In addition to the foregoing  limitations,  the aggregate value of the
     Investments  and other items  subject to the  limitations  in the preceding
     clauses (i) through (iv) shall not exceed 35.0% of Gross Asset Value.

          (l)  AGGREGATE  OCCUPANCY  RATES.  The  Borrower  shall not permit the
     weighted  average  aggregate  Occupancy  Rate  (weighted  on the  basis  of
     aggregate  square footage) of all  Unencumbered  Pool Properties to be less
     than 65.0% at any time.


                                       10
<PAGE>


          (m) Section  13.6.(j)  of the Credit  Agreement  is hereby  amended by
deleting the reference to "Maximum Availability" therein.

          (n) The following  definitions are hereby deleted from Section 1.1. of
the Credit  Agreement and shall have no further meaning in the Credit  Agreement
or any  other  Loan  Document:  "Absolute  Rate" ,  "Absolute  Rate  Auction"  ,
"Absolute  Rate  Loan",  "Bid Rate  Borrowing",  Bid Rate  Loan",  Bid Rate Loan
Limit", "Bid Rate Note", "Bid Rate Quote", "Bid Rate Quote Request", "Designated
Lender Note", "LIBOR Auction" and "LIBOR Margin Loan". Exhibits B, K, L and M to
the Credit Agreement are hereby deleted from the Credit Agreement.

          Section 2.  ACKNOWLEDGMENT  OF  LENDERS'  COMMITMENTS;  ADJUSTMENT  OF
OUTSTANDINGS.  The parties  hereto hereby agree that upon the  effectiveness  of
this  Amendment,  the amount of each  Lender's  respective  Commitment is as set
forth  on  Annex I  attached  hereto.  To  effect  the  increase  of a  Lender's
Commitment, as applicable,  (each such Lender, an "Increasing Lender"), in terms
of  each  Lender's   Commitment   Percentage  of  Revolving   Loans,   upon  the
effectiveness  of this  Amendment,  each  Increasing  Lender shall purchase from
those  Lenders that will no longer be Lenders  after the  effectiveness  of this
Amendment, on a non-recourse,  "as-is" basis, an appropriate principal amount of
Revolving  Loans  such  that  after  giving  effect  to all such  purchases  the
principal balance of Revolving Loans owing to each Lender that is not an exiting
Lender shall equal (a) the aggregate  principal  balance of all Revolving  Loans
then outstanding TIMES (b) such Lender's Commitment Percentage (determined using
the  amount  of the  Commitments  set  forth on Annex I  attached  hereto).  All
payments  to be made or  received  under this  paragraph  shall be made on a net
basis.  If under this paragraph any Lender is obligated to pay any amount to any
other  party,  such Lender  shall make  payment to Agent for the account of such
other party.

          Section 3.  EFFECTIVENESS OF AMENDMENT.  The  effectiveness of each of
Sections 1 and 2 is subject to receipt by the Agent of each of the  following in
form and substance reasonably satisfactory to the Agent:

          (a)  Counterparts  of this  Amendment  executed by each of the parties
hereto;

          (b) An opinion of David Goldberg, Vice President and Senior Counsel of
the Borrower  and the other Loan Parties  addressed to the Agent and the Lenders
in form and substance reasonably satisfactory to the Agent and its counsel;

          (c)  Revolving  Notes  evidencing  the  increase  is  each  Increasing
Lender's Commitment,  as applicable,  executed by the Borrower,  payable to each
such  Lender  and  complying  with the  terms of  Section  2.12.  of the  Credit
Agreement;

          (d)  Evidence  that the fees  payable  on or  before  the date  hereof
referenced  in Fee Letter dated as of February 17, 2004 between the Borrower and
the Agent have been paid;

          (e)  Evidence  that all  reasonable  fees,  costs and  expenses of the
Agent,  including  the fees of Agent's  counsel  (such  counsel's  fees shall be
limited  to  $25,000,  unless  otherwise  agreed in  advance  in  writing by the
Borrower  and  the  Agent),   incurred  in  connection  with  the   negotiation,
documentation and closing of this Amendment and related documents and agreements
have been paid; and

                                       11
<PAGE>

          (f) Such other  documents and  instruments as the Agent may reasonably
request.

         Section 4. NEW CO-LEAD ARRANGER/DOCUMENTATION AGENT. Upon the
effectiveness of this Amendment, (a) Wachovia Capital Markets, LLC shall become
a "Co-Lead Arranger" under the Credit Agreement and (b) Citicorp North America,
Inc. shall become a "Documentation Agent" under the Credit Agreement.

         Section 5. REPRESENTATIONS OF THE BORROWER. The Borrower represents and
warrants to the Agent and the Lenders that:

         (a)  AUTHORIZATION.  The Borrower and each Guarantor has the right and
power,  and has taken all  necessary  action to  authorize  it, to  execute  and
deliver this  Amendment and to perform its  obligations  hereunder in accordance
with its  terms.  The  Borrower  has the  right  and  power,  and has  taken all
necessary  action to authorize it, to perform its  obligations  under the Credit
Agreement,  as amended by this  Amendment,  in accordance  with its terms.  This
Amendment has been duly executed and delivered by a duly  authorized  officer of
the  Borrower  and each  Guarantor,  and each of this  Amendment  and the Credit
Agreement,  as  amended  by  this  Amendment,  is a  legal,  valid  and  binding
obligation  of the  Borrower  and each  Guarantor  a party  thereto  enforceable
against the Borrower and such Guarantor in accordance with its respective  terms
except as the same may be limited by bankruptcy,  insolvency,  and other similar
laws  affecting  the  rights of  creditors  generally  and the  availability  of
equitable remedies for the enforcement of certain  obligations  contained herein
or therein may be limited by equitable principles generally.

         (b)  COMPLIANCE  WITH LAWS,  ETC.  The  execution  and delivery of this
Amendment  by the  Borrower  and  each  Guarantor  and the  performance  of this
Amendment  and the  Credit  Agreement,  as  amended  by this  Amendment,  by the
Borrower and each Guarantor a party thereto in accordance with their  respective
terms,  do not and will not,  by the  passage  of time,  the giving of notice or
both:  (i)  require  any  Government  Approval  or violate  any  Applicable  Law
(including  Environmental  Laws)  relating to the Borrower or any  Guarantor the
failure to  possess or to comply  with  which  would have a  Materially  Adverse
Effect;  (ii) conflict with, result in a breach of or constitute a default under
the Borrower's articles of incorporation or bylaws, or any resolution adopted by
the  Borrower's  Board of Directors in connection  with the  designation  of any
series of Preferred Stock of the Borrower,  or the  organizational  documents of
any  Guarantor,  or any  indenture,  agreement or other  instrument to which the
Borrower  or any  Guarantor  is a party or by which it or any of its  respective
properties  may be  bound;  or  (iii)  result  in or  require  the  creation  or
imposition  of any  Lien  upon or with  respect  to any  property  now  owned or
hereafter  acquired by the Borrower or any Guarantor  other than in favor of the
Agent for the benefit of the Lenders.

         (c) NO  DEFAULT.  No Default or Event of Default  has  occurred  and is
continuing as of the date hereof nor will exist  immediately after giving effect
to this Amendment.


                                       12
<PAGE>


       Section  6.  REAFFIRMATION  OF  REPRESENTATIONS.  The  Borrower  and each
Guarantor repeats and reaffirms all  representations and warranties made by such
Person to the Agent and the Lenders in the Credit  Agreement  and the other Loan
Documents  to which it is a party on and as of the date hereof (and after giving
effect  to  this   Amendment)  with  the  same  force  and  effect  as  if  such
representations and warranties were set forth in this Amendment in full.

       Section 7. GUARANTORS.  The Borrower represents that all Subsidiaries and
Unconsolidated  Affiliates  required under Section 8.14. of the Credit Agreement
to become  Guarantors have become Guarantors and have executed and delivered all
items required under such Section.

       Section 8.  REAFFIRMATION  OF GUARANTY BY EACH GUARANTOR.  Each Guarantor
hereby  reaffirms its continuing  obligations to the Agent and the Lenders under
the Guaranty,  and agrees that the  transactions  contemplated by this Amendment
shall not in any way affect the validity and enforceability of such Guaranty, or
reduce, impair or discharge the obligations of such Guarantor thereunder.

       Section 9.  REFERENCES  TO THE CREDIT  AGREEMENT.  Each  reference to the
Credit Agreement in any of the Loan Documents  (including the Credit  Agreement)
shall be deemed to be a reference  to the Credit  Agreement,  as amended by this
Amendment.

       Section 10. EXPENSES.  The Borrower shall reimburse the Agent upon demand
for all  reasonable  costs  and  expenses  (including  attorneys'  fees of up to
$25,000,  unless  otherwise agreed in advance in writing by the Borrower and the
Agent) incurred by the Agent in connection with the preparation, negotiation and
execution of this Amendment and the other agreements and documents  executed and
delivered in connection herewith.

       Section 11.  BENEFITS.  This  Amendment  shall be binding  upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns.

       Section 12.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED  BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA  APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

       Section 13. EFFECT.  Except as expressly  herein  amended,  the terms and
conditions of the Credit  Agreement and the other Loan Documents shall remain in
full force and effect.  The amendments  contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein

       Section 14. COUNTERPARTS. This Amendment may be executed in any number of
counterparts,  each of which  shall be  deemed  to be an  original  and shall be
binding upon all parties, their successors and assigns.

       Section 15.  DEFINITIONS.  All  capitalized  terms not otherwise  defined
herein are used herein with the respective  definitions given them in the Credit
Agreement.


                                       13
<PAGE>


                            [Signatures on Next Page]


                                       14
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Credit Agreement to be executed as of the date first above written.

                                            BORROWER:

                                            PUBLIC STORAGE, INC.


                                            By: /s/ John Reyes
                                                --------------
                                                John Reyes
                                                Senior Vice President




                       [Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]


                              GUARANTORS:

                              PS GPT PROPERTIES, INC.
                              PS ILLINOIS TRUST
                              PS LPT PROPERTIES INVESTORS
                              PS PENNSYLVANIA TRUST
                              PSI INSTITUTIONAL ADVISORS, INC.
                              SEI - FIRESTONE ACQUISITION CORPORATION
                              SEI - NORTH BERGEN ACQUISITION CORPORATION
                              SEI ARLINGTON ACQUISITION CORPORATION
                              SEI HYPOLUXO ACQUISITION CORPORATION
                              STR MANAGEMENT CORPORATION OF FLORIDA
                              STR MANAGEMENT CORPORATION OF ILLINOIS
                              BALTIMORE-RUSSELL, LLC
                              BOSTON-SOUTHAMPTON PROPERTY ACQUISITION, LLC
                              LOCH RAVEN-JOPPA, LLC
                              WESTLAWN ACQUISITION, LLC
                              NORTH HOLLYWOOD ACQUISITION, LLC
                              PSA FLORIDA, LLC
                              U-STOR-IT #2 LLC
                              U-STOR-IT #4 LLC
                              U-STOR-IT #6 LLC
                              U-STOR-IT #7 LLC
                              U-STOR-IT #9 LLC
                              U-STOR-IT #10 LLC
                              U-STOR-IT #12 LLC
                              U-STOR-IT #13 LLC
                              U-STOR-IT #19 LLC
                              PS TEXAS PROPERTIES, LTD.
                                   BY: PS GPT PROPERTIES, INC.
                                         GENERAL PARTNER

                              By: /s/ John Reyes
                                  --------------
                                  John Reyes
                                  Senior Vice President

                 [Guarantors Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]

                               PS TENNESSEE L.P.
                                    BY: PS GPT PROPERTIES, INC.
                                          GENERAL PARTNER
                               PS TEXAS HOLDINGS, LTD.
                                    BY: PS GPT PROPERTIES, INC.
                                          GENERAL PARTNER
                               PS PARTNERS II, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                      BY:  PS GPT PROPERTIES, INC.
                                              ITS GENERAL PARTNER
                               PS PARTNERS III, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                      BY:  PS GPT PROPERTIES, INC.
                                              ITS GENERAL PARTNER
                               PUBLIC STORAGE GERMAN FUND II, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                      BY:  PS GPT PROPERTIES, INC.
                                              ITS GENERAL PARTNER
                               PUBLIC STORAGE EURO FUND III, LTD.
                                     BY: PUBLIC STORAGE, INC.
                                          GENERAL PARTNER
                               PUBLIC STORAGE EURO PARTNERSHIP IV, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                      BY:  PS GPT PROPERTIES, INC.
                                              ITS GENERAL PARTNER
                               PUBLIC STORAGE EURO PARTNERSHIP V, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                      BY:  PS GPT PROPERTIES, INC.
                                              ITS GENERAL PARTNER
                               PUBLIC STORAGE EURO PARTNERSHIP VI, LTD.
                                    BY: PUBLIC STORAGE, INC.
                                          GENERAL PARTNER


                               By: /s/ John Reyes
                                   --------------
                                   John Reyes
                                   Senior Vice President


                 [Guarantors Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]


                              PUBLIC STORAGE EURO PARTNERSHIP VII, LTD.
                                   BY: PUBLIC STORAGE, INC.
                                        GENERAL PARTNER
                              PUBLIC STORAGE EURO PARTNERSHIP VIII, LTD.
                                   BY: PS TEXAS HOLDINGS, LTD.
                                        GENERAL PARTNER
                                      BY:  PS GPT PROPERTIES, INC.
                                              ITS GENERAL PARTNER
                              PUBLIC STORAGE EURO PARTNERSHIP IX, LTD.
                                   BY: PUBLIC STORAGE, INC.
                                        GENERAL PARTNER
                              PUBLIC STORAGE EURO PARTNERSHIP X, LTD.
                                   BY: PUBLIC STORAGE, INC.
                                        GENERAL PARTNER
                              PUBLIC STORAGE EURO PARTNERSHIP XI, LTD.
                                   BY: PUBLIC STORAGE, INC.
                                        GENERAL PARTNER
                              PUBLIC STORAGE EURO PARTNERSHIP XII, LTD.
                                   BY: PUBLIC STORAGE, INC.
                                        GENERAL PARTNER
                              PUBLIC STORAGE EURO PARTNERSHIP XIII, LTD.
                                   BY: PUBLIC STORAGE, INC.
                                         GENERAL PARTNER
                              PUBLIC STORAGE EUROLUX PARTNERS I
                                   BY: PUBLIC STORAGE, INC.
                                         GENERAL PARTNER
                              PUBLIC STORAGE EUROLUX PARTNERS II
                                   BY: PUBLIC STORAGE, INC.
                                         GENERAL PARTNER
                              PUBLIC STORAGE EUROLUX PARTNERS III
                                   BY: PUBLIC STORAGE, INC.
                                         GENERAL PARTNER


                               By: /s/ John Reyes
                                   --------------
                                   John Reyes
                                   Senior Vice President




                 [Guarantors Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]

                              PUBLIC STORAGE EUROLUX PARTNERS IV
                                   BY: PUBLIC STORAGE, INC.
                                         GENERAL PARTNER
                              PUBLIC STORAGE EUROLUX TUJUNGA PARTNERS
                                   BY:  PUBLIC STORAGE EUROLUX PARTNERS IV,
                                        GENERAL PARTNER
                                      BY:  PUBLIC STORAGE, INC.
                                         ITS GENERAL PARTNER
                              DIVERSIFIED STORAGE FUND
                                   BY:  PSI INSTITUTIONAL ADVISORS, INC.
                                          GENERAL PARTNER
                              PS ORANGECO, INC.
                              PUBLIC STORAGE PICKUP & DELIVERY, INC.
                              PUBLIC STORAGE PICKUP & DELIVERY - OREGON, INC.
                              GRANT MOVING & STORAGE COMPANY
                              PUBLIC STORAGE PICKUP & DELIVERY, L.P.
                                   BY:  PUBLIC STORAGE PICKUP & DELIVERY, INC.,
                                        GENERAL PARTNER

                               By: /s/ John Reyes
                                   --------------
                                   John Reyes
                                   Senior Vice President


                 [Guarantors Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]


                              PSA INSTITUTIONAL PARTNERS, L.P.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                       BY:  PS GPT PROPERTIES, INC.
                                               ITS GENERAL PARTNER
                              STORAGE TRUST PROPERTIES, L.P.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                       BY:  PS GPT PROPERTIES, INC.
                                               ITS GENERAL PARTNER
                              PS PARTNERS VIII, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                       BY:  PS GPT PROPERTIES, INC.
                                               ITS GENERAL PARTNER
                              PS PARTNERS, LTD.
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                       BY:  PS GPT PROPERTIES, INC.
                                               ITS GENERAL PARTNER
                              PUBLIC STORAGE INSTITUTIONAL FUND
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                       BY:  PS GPT PROPERTIES, INC.
                                               ITS GENERAL PARTNER
                              PUBLIC STORAGE INSTITUTIONAL FUND III
                                    BY: PS TEXAS HOLDINGS, LTD.
                                          GENERAL PARTNER
                                       BY:  PS GPT PROPERTIES, INC.
                                               ITS GENERAL PARTNER
                              CONNECTICUT STORAGE FUND
                                    BY: PS GPT PROPERTIES, INC.
                                          GENERAL PARTNER


                               By: /s/ John Reyes
                                   --------------
                                   John Reyes
                                   Senior Vice President



                       [Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]


                              AGENT AND LENDERS:

                              WELLS FARGO BANK, NATIONAL ASSOCIATION, as Agent,
                                the Swingline Lender, and as a Lender


                              By: /s/ John P. Manning
                                  -------------------
                                  John P. Manning
                                  Senior Vice President


                              WACHOVIA BANK, NATIONAL ASSOCIATION,
                                successor to First Union National Bank,
                                as Syndication Agent and as a Lender


                              By: /s/ David M. Blackman
                                  ---------------------
                                  David M. Blackman
                                  Director


                              CREDIT SUISSE FIRST BOSTON
                                Acting through its Cayman Islands Branch


                              By: /s/ William O'Daly
                                  ------------------
                                  William O'Daly
                                  Director

                              By: /s/ Cassandra Droogan
                                  ---------------------
                                  Cassandra Droogan
                                  Associate


                              AMSOUTH BANK


                              By: /s/ Lee Surtees
                                  ---------------
                                  Lee Surtees
                                  Officer


                       [Signatures Continued on Next Page]


<PAGE>


[SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT WITH PUBLIC STORAGE,
INC.]


                              DEUTSCHE BANK TRUST COMPANY AMERICAS


                              By: /s/ Steven P. Lapham
                                  --------------------
                                  Steven P. Lapham
                                  Managing Director


                              CITICORP NORTH AMERICA, INC.


                              By: /s/ David Bouton
                                  ----------------
                                  David Bouton
                                  Vice President


                              THE BANK OF NEW YORK


                              By: /s/ Lisa M. Brown
                                  -----------------
                                  Lisa M. Brown
                                  Managing Director



<PAGE>


                                     ANNEX I

                              Lenders' Commitments
                              --------------------
<TABLE>
<CAPTION>


------------------------------------------------------- -----------------------------------------------------
                        LENDER                                           COMMITMENT AMOUNT
------------------------------------------------------- -----------------------------------------------------
<S>                                                                         <C>
------------------------------------------------------- -----------------------------------------------------
Wells Fargo Bank, National Association                                      $55,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
Wachovia Bank, National Association                                         $45,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
AmSouth Bank                                                                $25,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
Credit Suisse First Boston                                                  $20,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
Citicorp North America, Inc.                                                $20,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
Deutsche Bank Trust Company Americas                                        $20,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- ----------------------------------------------------
The Bank of New York                                                        $15,000,000
------------------------------------------------------- -----------------------------------------------------
------------------------------------------------------- -----------------------------------------------------
TOTAL                                                                     $200,000,000.00
------------------------------------------------------- -----------------------------------------------------

</TABLE>