REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 25, 1998

REVOLVING CREDIT AGREEMENT

DATED AS OF JANUARY 25, 1998

among

STORAGE TRUST PROPERTIES, L.P.

and

BANKBOSTON, N.A.,

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,

and

THE OTHER BANKS WHICH MAY BECOME
PARTIES TO THIS AGREEMENT

and

BANKBOSTON, N.A.,
AS AGENT

TABLE OF CONTENTS

Section 1. DEFINITIONS AND RULES OF INTERPRETATION. . . . . . . . . . . . . -1-
Section 1.1. Definitions . . . . . . . . . . . . . . . . . . -1-
Section 1.2. Rules of Interpretation . . . . . . . . . . . . -15-

Section 2. THE REVOLVING CREDIT FACILITY. . . . . . . . . . . . . . . . . . -16-
Section 2.1. Commitment to Lend. . . . . . . . . . . . . . . -16-
Section 2.2. Facility Fee. . . . . . . . . . . . . . . . . . -17-
Section 2.3. Reduction and Termination of Commitment . . . . -17-
Section 2.4. Notes . . . . . . . . . . . . . . . . . . . . . -18-
Section 2.4A Swing Loan Commitments. . . . . . . . . . . . . -18-
Section 2.5. Interest on Loans . . . . . . . . . . . . . . . -20-
Section 2.6. Requests for Loans. . . . . . . . . . . . . . . -21-
Section 2.7. Funds for Loans . . . . . . . . . . . . . . . . -22-
Section 2.8. Loan Tranches . . . . . . . . . . . . . . . . . -23-

Section 3. REPAYMENT OF THE LOANS . . . . . . . . . . . . . . . . . . . . . -24-
Section 3.1. Stated Maturity . . . . . . . . . . . . . . . . -24-
Section 3.2. Mandatory Prepayments . . . . . . . . . . . . . -24-
Section 3.3. Optional Prepayments. . . . . . . . . . . . . . -24-
Section 3.4. Partial Prepayments . . . . . . . . . . . . . . -24-
Section 3.5. Effect of Prepayments . . . . . . . . . . . . . -24-
Section 3.6. Proceeds from Debt or Equity Offering . . . . . -24-

Section 4. CERTAIN GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . -25-
Section 4.1. Conversion Options. . . . . . . . . . . . . . . -25-
Section 4.2. Closing Fee . . . . . . . . . . . . . . . . . . -25-
Section 4.2A. Additional Fees . . . . . . . . . . . . . . . . -26-
Section 4.3. Agent's Fee . . . . . . . . . . . . . . . . . . -26-
Section 4.4. Funds for Payments. . . . . . . . . . . . . . . -26-
Section 4.5. Computations. . . . . . . . . . . . . . . . . . -27-
Section 4.6. Inability to Determine LIBOR Rate . . . . . . . -27-
Section 4.7. Illegality. . . . . . . . . . . . . . . . . . . -27-
Section 4.8. Additional Interest . . . . . . . . . . . . . . -27-
Section 4.9. Additional Costs, Etc.. . . . . . . . . . . . . -28-
Section 4.10. Capital Adequacy. . . . . . . . . . . . . . . . -29-
Section 4.11. Indemnity of Borrower . . . . . . . . . . . . . -29-
Section 4.12. Interest on Overdue Amounts; Late Charge. . . . -30-
Section 4.13. Certificate . . . . . . . . . . . . . . . . . . -30-
Section 4.14. Limitation on Interest. . . . . . . . . . . . . -30-

Section 5. SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . -30-

Section 6. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . -31-
Section 6.1. Corporate Authority, Etc. . . . . . . . . . . . -31-
Section 6.2. Governmental Approvals. . . . . . . . . . . . . -32-
Section 6.3. Title to Properties; Leases . . . . . . . . . . -32-
Section 6.4. Financial Statements. . . . . . . . . . . . . . -32-
Section 6.5. No Material Changes . . . . . . . . . . . . . . -33-
Section 6.6. Franchises, Patents, Copyrights, Etc. . . . . . -33-
Section 6.7. Litigation. . . . . . . . . . . . . . . . . . . -33-
Section 6.8. No Materially Adverse Contracts, Etc. . . . . . -33-
Section 6.9. Compliance with Other Instruments, Laws, Etc. . -33-

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Section 6.10. Tax Status. . . . . . . . . . . . . . . . . . . -34-
Section 6.11. No Event of Default . . . . . . . . . . . . . . -34-
Section 6.12. Holding Company and Investment Company Acts . . -34-
Section 6.13. Absence of UCC Financing Statements, Etc. . . . -34-
Section 6.14. Certain Transactions. . . . . . . . . . . . . . -34-
Section 6.15. Employee Benefit Plans. . . . . . . . . . . . . -34-
Section 6.16. Regulations U and X . . . . . . . . . . . . . . -35-
Section 6.17. Environmental Compliance. . . . . . . . . . . . -35-
Section 6.18. Subsidiaries. . . . . . . . . . . . . . . . . . -36-
Section 6.19. Loan Documents and the Guarantor. . . . . . . . -36-
Section 6.20. Property. . . . . . . . . . . . . . . . . . . . -37-
Section 6.21. Brokers . . . . . . . . . . . . . . . . . . . . -37-
Section 6.22. Other Debt. . . . . . . . . . . . . . . . . . . -37-
Section 6.23. Solvency. . . . . . . . . . . . . . . . . . . . -37-
Section 6.24. Partners and Guarantor. . . . . . . . . . . . . -38-
Section 6.25. No Fraudulent Intent. . . . . . . . . . . . . . -38-
Section 6.26. Transaction in Best Interests of Borrower;
Consideration . . . . . . . . . . . . . . . . . -38-

Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER. . . . . . . . . . . . . . -38-
Section 7.1. Punctual Payment. . . . . . . . . . . . . . . . -38-
Section 7.2. Maintenance of Office . . . . . . . . . . . . . -38-
Section 7.3. Records and Accounts. . . . . . . . . . . . . . -38-
Section 7.4. Financial Statements, Certificates and
Information . . . . . . . . . . . . . . . . . . -39-
Section 7.5. Notices . . . . . . . . . . . . . . . . . . . . -41-
Section 7.6. Existence; Maintenance of Properties. . . . . . -42-
Section 7.7. Insurance . . . . . . . . . . . . . . . . . . . -42-
Section 7.8. Taxes . . . . . . . . . . . . . . . . . . . . . -42-
Section 7.9. Inspection of Properties and Books. . . . . . . -43-
Section 7.10. Compliance with Laws, Contracts, Licenses,
and Permits . . . . . . . . . . . . . . . . . . -43-
Section 7.11. Use of Proceeds . . . . . . . . . . . . . . . . -43-
Section 7.12. Further Assurances. . . . . . . . . . . . . . . -44-
Section 7.13. Management; Business Operations . . . . . . . . -44-
Section 7.14. Unencumbered Operating Properties . . . . . . . -44-
Section 7.15. Limiting Agreements . . . . . . . . . . . . . . -45-
Section 7.16. Limiting Agreements . . . . . . . . . . . . . . -45-
Section 7.17. Ownership of Real Estate. . . . . . . . . . . . -46-
Section 7.18. Distributions of Income to the Borrower . . . . -46-
Section 7.19. Additional Guarantors. . . . . . . . . . . . . -46-

Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER . . . . . . . . . . . -47-
Section 8.1. Restrictions on Indebtedness. . . . . . . . . . -47-
Section 8.2. Restrictions on Liens, Etc. . . . . . . . . . . -48-
Section 8.3. Restrictions on Investments . . . . . . . . . . -49-
Section 8.4. Merger, Consolidation . . . . . . . . . . . . . -51-
Section 8.5. Sale and Leaseback. . . . . . . . . . . . . . . -51-
Section 8.6. Compliance with Environmental Laws. . . . . . . -51-
Section 8.7. Distributions . . . . . . . . . . . . . . . . . -52-
Section 8.8. Asset Sales . . . . . . . . . . . . . . . . . . -53-
Section 8.9. Development Activity. . . . . . . . . . . . . . -53-
Section 8.10. Sources of Capital. . . . . . . . . . . . . . . -53-
Section 8.11. Restriction on Prepayment of Indebtedness . . . -53-
Section 8.12. Restrictions on Dilution. . . . . . . . . . . . -54-

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Section 9. FINANCIAL COVENANTS OF THE BORROWER. . . . . . . . . . . . . . . -54-
Section 9.1. Liabilities to Assets Ratio . . . . . . . . . . -54-
Section 9.2. Debt Coverage . . . . . . . . . . . . . . . . . -54-
Section 9.3. Fixed Charge Coverage . . . . . . . . . . . . . -54-
Section 9.4. Shareholder's Equity. . . . . . . . . . . . . . -54-
Section 9.5. Borrowing Base. . . . . . . . . . . . . . . . . -55-

Section 10. CLOSING CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . -55-
Section 10.1. Loan Documents. . . . . . . . . . . . . . . . . -55-
Section 10.2. Certified Copies of Organizational Documents. . -55-
Section 10.3. Bylaws; Resolutions . . . . . . . . . . . . . . -55-
Section 10.4. Incumbency Certificate; Authorized Signers. . . -55-
Section 10.5. Opinion of Counsel. . . . . . . . . . . . . . . -56-
Section 10.6. Payment of Fees . . . . . . . . . . . . . . . . -56-
Section 10.7. Performance; No Default . . . . . . . . . . . . -56-
Section 10.8. Representations and Warranties. . . . . . . . . -56-
Section 10.9. Proceedings and Documents . . . . . . . . . . . -56-
Section 10.10. Compliance Certificate. . . . . . . . . . . . . -56-
Section 10.11. Other . . . . . . . . . . . . . . . . . . . . . -56-

Section 11. CONDITIONS TO ALL BORROWINGS . . . . . . . . . . . . . . . . . . -56-
Section 11.1. Prior Conditions Satisfied. . . . . . . . . . . -56-
Section 11.2. Representations True; No Default. . . . . . . . -57-
Section 11.3. No Legal Impediment . . . . . . . . . . . . . . -57-
Section 11.4. Governmental Regulation . . . . . . . . . . . . -57-
Section 11.5. Proceedings and Documents . . . . . . . . . . . -57-
Section 11.6. Borrowing Documents . . . . . . . . . . . . . . -57-

Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC. . . . . . . . . . . . . . -57-
Section 12.1. Events of Default and Acceleration. . . . . . . -57-
Section 12.1A. Limitation of Cure Periods. . . . . . . . . . . -60-
Section 12.2. Termination of Commitments. . . . . . . . . . . -61-
Section 12.3. Remedies. . . . . . . . . . . . . . . . . . . . -61-
Section 12.4. Distribution of Proceeds. . . . . . . . . . . . -61-

Section 13. SETOFF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . -62-

Section 14. THE AGENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . -63-
Section 14.1. Authorization . . . . . . . . . . . . . . . . . -63-
Section 14.2. Employees and Agents. . . . . . . . . . . . . . -63-
Section 14.3. No Liability. . . . . . . . . . . . . . . . . . -63-
Section 14.4. No Representations. . . . . . . . . . . . . . . -63-
Section 14.5. Payments. . . . . . . . . . . . . . . . . . . . -64-
Section 14.6. Holders of Notes. . . . . . . . . . . . . . . . -65-
Section 14.7. Indemnity . . . . . . . . . . . . . . . . . . . -65-
Section 14.8. Agent as Bank . . . . . . . . . . . . . . . . . -65-
Section 14.9. Resignation . . . . . . . . . . . . . . . . . . -65-
Section 14.10. Duties in the Case of Enforcement . . . . . . . -65-

Section 15. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . -66-

Section 16. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . -67-

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Section 17. SURVIVAL OF COVENANTS, ETC. . . . . . . . . . . . . . . . . . . -67-

Section 18. ASSIGNMENT AND PARTICIPATION. . . . . . . . . . . . . . . . . . -68-
Section 18.1. Conditions to Assignment by Banks . . . . . . . -68-
Section 18.2. Register. . . . . . . . . . . . . . . . . . . . -69-
Section 18.3. New Notes . . . . . . . . . . . . . . . . . . . -69-
Section 18.4. Participations. . . . . . . . . . . . . . . . . -70-
Section 18.5. Pledge by Bank. . . . . . . . . . . . . . . . . -70-
Section 18.6. No Assignment by Borrower . . . . . . . . . . . -70-
Section 18.7. Disclosure. . . . . . . . . . . . . . . . . . . -70-

Section 19. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . -70-

Section 20. RELATIONSHIP. . . . . . . . . . . . . . . . . . . . . . . . . . -72-

Section 21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. . . . . . . -72-

Section 22. HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . -72-

Section 23. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . -72-

Section 24. ENTIRE AGREEMENT, ETC.. . . . . . . . . . . . . . . . . . . . . -73-

Section 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. . . . . . . . . -73-

Section 26. DEALINGS WITH THE BORROWER. . . . . . . . . . . . . . . . . . . -73-

Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC. . . . . . . . . . . . . . . -73-

Section 28. SEVERABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . -74-

Section 29. NO UNWRITTEN AGREEMENTS . . . . . . . . . . . . . . . . . . . . -74-

Section 30. TIME OF THE ESSENCE . . . . . . . . . . . . . . . . . . . . . . -74-

Section 31. LIMITATION ON LIABILITY . . . . . . . . . . . . . . . . . . . . -75-

EXHIBITS AND SCHEDULES:

EXHIBIT A Form of Note
EXHIBIT B Form of Swing Loan Note
EXHIBIT C Form of Request for Note
EXHIBIT D Form of Request for Activation of Tranche B
EXHIBIT E Form of Compliance Certificate

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SCHEDULE 1 Banks and Commitments
SCHEDULE 2 Example of Test Debt Service Coverage Amount
SCHEDULE 6.17 Environmental Matters
SCHEDULE 6.18 Subsidiaries of the Borrower
SCHEDULE 7.14 Unencumbered Operating Properties
SCHEDULE 9.1 Defined Terms

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REVOLVING CREDIT AGREEMENT

This REVOLVING CREDIT AGREEMENT is made as of the 25th day
of January, 1998 by and among STORAGE TRUST PROPERTIES, L.P. (the
"Borrower"), a Delaware limited partnership having its principal
place of business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
BANKBOSTON, N.A., BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, individually and as Syndication Agent, and the other
lending institutions which may become parties hereto pursuant to
Section 18 (the "Banks"), and BANKBOSTON, N.A., as Managing and
Administrative Agent for the Banks (the "Agent").

RECITALS.

WHEREAS, Borrower has requested that the Banks provide a
revolving credit facility to Borrower; and

WHEREAS, Agent and the Banks are willing to provide such
facility to Borrower upon the terms and conditions set forth
herein;

NOW, THEREFORE, in consideration of the recitals herein and
the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:

Section 1. DEFINITIONS AND RULES OF INTERPRETATION.

Section 1.1. Definitions. The following terms shall have
the meanings set forth in this Section l or elsewhere in the
provisions of this Agreement referred to below:

Actual Scheduled Principal Payments. For any period, the
sum of all scheduled or mandatory principal payments due and
payable during such period with respect to all Indebtedness of
the Borrower excluding any balloon payments due upon maturity of
any Indebtedness.

Additional Guarantor. See Section 7.19.

Affiliates. An Affiliate, as applied to any Person, shall
mean any other Person directly or indirectly controlling,
controlled by, or under common control with, that Person. For
purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by"
and "under common control with"), as applied to any Person, means
(a) the possession, directly or indirectly, of the power to vote
ten percent (10%) or more of the stock, shares, voting trust
certificates, beneficial interest, partnership interests, member
interests or other interests having voting power for the election
of directors of such Person or otherwise to direct or cause the
direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or
otherwise, or (b) the ownership of (i) a general partnership
interest, (ii) a managing member's interest in a limited
liability company or (iii) a limited partnership interest or
preferred stock (or other ownership interest) representing ten
percent (10%) or more of the outstanding limited partnership
interests, preferred stock or other ownership interests of such
Person.

8
Notwithstanding the foregoing, an Affiliate shall not include a
Subsidiary of such Person. For the purposes of determining whether
a Person is an Affiliate of Borrower or Storage Trust Guarantor, a
Person which merely owns an interest in Storage Trust Guarantor and
which is not otherwise engaged in business with Storage Trust
Guarantor or Borrower shall not be considered an Affiliate thereof.

Agent. BankBoston, N.A. acting as managing and
administrative agent for the Banks, its successors and assigns.

Agent's Head Office. The Agent's head office located at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other
location as the Agent may designate from time to time by notice
to the Borrower and the Banks.

Agent's Special Counsel. Long ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP or such
other counsel as may be approved by the Agent.

Agreement. This Revolving Credit Agreement, including the
Schedules and Exhibits hereto, as the same may be modified or
amended.

Agreement Regarding Fees. The Agreement Regarding Fees
dated of even date herewith between the Borrower and BKB.

Applicable Margin. The Applicable Margin for LIBOR Rate
Loans shall be determined as follows:

Applicable Margin for
Rating LIBOR Rate Loans

Investment Grade Rating from 1.10%
S&P or ▇▇▇▇▇'▇

Investment Grade Rating from 1.20%
DCR (and no Investment Grade
Rating obtained from S&P or
▇▇▇▇▇'▇ or lower of such
ratings is not an Investment
Grade Rating)

No Investment Grade Rating 1.50%
(or DCR rating is not an
Investment Grade Rating and
lower of S&P and ▇▇▇▇▇'▇
rating is not an Investment
Grade Rating)

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In the event of any change in an Implied Rating of either
the Borrower or Storage Trust Guarantor by any of the Rating
Agencies or if either the Borrower's or Storage Trust Guarantor's
Implied Rating shall cease at any time to be an Investment Grade
Rating by any of the Rating Agencies (but subject to the
provisions within the definition of the term "Investment Grade
Rating") and the effect thereof would be an increase in the
Applicable Margin, such change shall effect an increase in the
Applicable Margin on the first Business Day after the Rating
Notice Date; provided, further, that if any such event shall
occur which would result in a reduction of the Applicable Margin,
such event shall effect a reduction in the Applicable Margin as
to each LIBOR Rate Loan only upon the commencement of a new
Interest Period applicable to such Loan. It is the intention of
the parties that if either the Borrower or Storage Trust
Guarantor shall only obtain an Investment Grade Rating from one
of the applicable Rating Agencies without seeking an Investment
Grade Rating from the other Rating Agencies, the Borrower shall
be entitled to the benefit of the rate reductions described above
(it being the intent of the parties that the Borrower shall be
entitled to the benefit of the rate reductions described above if
only one of the Borrower or Storage Trust Guarantor obtains an
applicable Investment Grade Rating); provided that if one of the
Borrower or Storage Trust Guarantor shall have obtained an
Investment Grade Rating from one or more of the Rating Agencies,
the lowest of the ratings (or the loss of the Investment Grade
Rating from any of the Rating Agencies thereafter), shall control
as provided above; and provided further that if only one of the
Borrower or Storage Trust Guarantor shall have obtained an
Investment Grade Rating from one of the Rating Agencies, the loss
of the Investment Grade Rating from such Rating Agency shall
control as provided above. It is further the intention of the
parties that if both the Borrower and Storage Trust Guarantor
shall have obtained an Investment Grade Rating from one or more
of the Rating Agencies, the lowest of any of such ratings (or the
loss of the Investment Grade Rating from any of the Rating
Agencies thereafter as to either the Borrower or Storage Trust
Guarantor), shall control as provided above.

Asset Value shall mean the purchase price of Real Estate
(including improvements and related fixtures, personal property
and intangibles) and ordinary related purchase transaction costs
without deduction for depreciation, or if the Real Estate has
been developed by such Person, the completed construction costs
determined in accordance with generally accepted accounting
principles without deduction for depreciation. If the Real
Estate is purchased as a part of a group of properties, the Asset
Value shall be calculated based upon a reasonable allocation by
the Borrower of the aggregate purchase price among all Real
Estate purchased in such transaction.

Balance Sheet Date. December 31, 1997.

Banks. BKB, BOA, the other lending institutions party to
this Agreement, and any other Person who becomes an assignee of
any rights of a Bank pursuant to Section 18 (but not including
any Participant, as defined in Section 18).

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Base Rate. The higher of (a) the annual rate of interest
announced from time to time by Agent at Agent's Head Office as
its "base rate", and (b) one half of one percent (0.5%) above the
Federal Funds Effective Rate (rounded upwards, if necessary, to
the next one-eighth of one percent). Any change in the rate of
interest payable hereunder resulting from a change in the Base
Rate shall become effective as of the opening of business on the
day on which such change in the Base Rate becomes effective.

Base Rate Loans. Those Loans bearing interest calculated by
reference to the Base Rate.

BKB. BankBoston, N.A.

BOA. Bank of America National Trust and Savings
Association.

Borrower. As defined in the preamble hereto.

Borrowing Base. The Borrowing Base shall be the amount
which is the lesser of (a) the maximum amount which, when added
to the total outstanding balance of all unsecured Indebtedness of
the Borrower and its Subsidiaries (including the Loans), would
not exceed fifty percent (50%) of the aggregate Asset Value of
the Unencumbered Operating Properties, and (b) the maximum amount
which would not cause the Test Debt Service Coverage Amount for
the Unencumbered Operating Properties to be less than two (2).

Business Day. Any day on which banking institutions located
in the same city and State as Agent's Head Office are located and
are open for the transaction of banking business and, in the case
of LIBOR Rate Loans, which also is a LIBOR Business Day.

Capital Improvement Reserve. With respect to an
Unencumbered Operating Property, a reserve in the amount of ten
cents ($0.10) per annum multiplied by the average Net Rentable
Area contained therein.

Capitalized Lease. A lease under which a Person is the
lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the
balance sheet of the lessee or obligor in accordance with
generally accepted accounting principles.

CERCLA. See Section 6.17.

Closing Date. The first date on which all of the conditions
set forth in Section 10 and Section 11 have been satisfied.

Code. The Internal Revenue Code of 1986, as amended.

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11

Commitment. With respect to each Bank, the amount set forth
on Schedule 1 hereto as the amount of such Bank's Commitment to
make or maintain Loans (other than Swing Loans) to the Borrower,
as the same may be changed from time to time in accordance with
the terms of this Agreement.

Commitment Percentage. With respect to each Bank, the
percentage set forth on Schedule 1 hereto as such Bank's
percentage of the aggregate Commitments of all of the Banks.

Compliance Certificate. See Section 7.4(c).

Consolidated or combined. With reference to any term
defined herein, that term as applied to the accounts of the
Borrower and its Subsidiaries, consolidated or combined in
accordance with generally accepted accounting principles.

Consolidated Total Assets. The amount which is equal to
(i) all assets of the Borrower and its Subsidiaries determined on
a consolidated basis in accordance with generally accepted
accounting principles minus (ii) the net book value of all
assets, after deducting any reserves applicable thereto, which
would be treated as intangible under generally accepted
accounting principles, including, without limitation, good will,
trademarks, trade names, service marks, brand names, copyrights,
patents and unamortized debt discount and expense, organizational
expenses and the excess of the equity in any Subsidiary over the
cost of the investment in each Subsidiary. All real estate
assets shall be valued on an undepreciated cost basis. The
assets of the Borrower and its Subsidiaries on the consolidated
financial statements of the Borrower and its Subsidiaries shall
be adjusted to reflect the Borrower's allocable share of such
asset, for the relevant period or as of the date of
determination, taking into account (a) the relative proportion of
each such item derived from assets directly owned by the Borrower
and from assets owned by their respective Subsidiaries, and
(b) the Borrower's respective ownership interest in its
Subsidiaries.

Consolidated Total Liabilities. All liabilities of the
Borrower and its Subsidiaries determined on a consolidated basis
in accordance with generally accepted accounting principles and
all Indebtedness of the Borrower and its Subsidiaries, whether or
not so classified. In the event that a Person has an ownership
or other equity interest in any other Person, which investment is
not consolidated in accordance with generally accepted accounting
principles (that is, such interest is a "minority interest"),
then the liabilities of such first Person and its Subsidiaries
shall include such Person's or its Subsidiaries' allocable share
of all Indebtedness of such second Person in which a minority
interest is owned based on such first Person's respective
ownership interest in such second Person.

Contribution Agreement. A Contribution Agreement among the
Borrower and the Additional Guarantors, such agreement to be in
form and substance satisfactory to Agent.

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12

Conversion Request. A notice given by the Borrower to the
Agent of its election to convert or continue a Loan in accordance
with Section 4.1.

DCR. Duff & ▇▇▇▇▇▇ Credit Rating Co.

Debt Offering. The issuance and sale by the Borrower or
Storage Trust Guarantor of any debt securities of the Borrower or
Storage Trust Guarantor.

Debt Service. For any period, the sum of all interest
(including capitalized interest) and the Actual Scheduled
Principal Payments that are due and payable during such period.

Default. See Section 12.1.

Distribution. The declaration or payment of any dividend or
distribution on or in respect of any shares of any class of stock
or other beneficial interest of a Person, other than dividends or
distributions payable solely in equity securities of such Person;
the purchase, redemption, exchange or other retirement of any
shares of any class of stock or other beneficial interest of a
Person, directly or indirectly through a Subsidiary of such
Person or otherwise; the return of capital by a Person to its
shareholders or other owners of beneficial interest as such; or
any other distribution on or in respect of any shares of any
class of stock or other beneficial interest of a Person.

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

Domestic Lending Office. Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other
office of such Bank, if any, located within the United States
that will be making or maintaining Base Rate Loans.

Drawdown Date. The date on which any Loan is made or is to
be made, and the date on which any Loan which is made prior to
the Maturity Date is converted or combined in accordance with
Section 4.1.

EBITDA. With respect to any Person (or any asset of any
Person) for any period, an amount equal to the sum of (a) the Net
Income of such Person (or attributable to such asset) for such
period plus (b) depreciation and amortization, interest expense,
state taxes (if any) and any extraordinary or non-recurring
losses deducted in calculating such Net Income minus (c) any
extraordinary or nonrecurring gains included in calculating such
Net Income all as determined in accordance with generally
accepted accounting principles.

Employee Benefit Plan. Any employee benefit plan within the
meaning of Section 3(3) of ERISA maintained or contributed to by
the Borrower or any ERISA Affiliate, other than a Multiemployer
Plan.

Environmental Laws. See Section 6.17(a).

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13

Equity Offering. The issuance and sale by the Borrower or
Storage Trust Guarantor of any equity securities of the Borrower
or Storage Trust Guarantor.

ERISA. The Employee Retirement Income Security Act of 1974,
as amended and in effect from time to time and any rules and
regulations promulgated pursuant thereto.

ERISA Affiliate. Any Person which is treated as a single
employer with the Borrower under Section 414 of the Code.

ERISA Reportable Event. A reportable event with respect to
a Guaranteed Pension Plan within the meaning of Section 4043 of
ERISA and the regulations promulgated thereunder as to which the
requirement of notice has not been waived.

Eurocurrency Reserve Rate. For any day with respect to a
LIBOR Rate Loan, the maximum rate (expressed as a decimal) at
which any lender subject thereto would be required to maintain
reserves under Regulation D of the Board of Governors of the
Federal Reserve System (or any successor or similar regulations
relating to such reserve requirements) against "Eurocurrency
Liabilities" (as that term is used in Regulation D or any
successor or similar regulation), if such liabilities were
outstanding. The Eurocurrency Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in
the Eurocurrency Reserve Rate.

Event of Default. See Section 12.1.

Federal Funds Effective Rate. For any day, the rate per
annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds
brokers of recognized standing selected by the Agent.

Funds Available for Distribution. With respect to any
Person for any fiscal period, an amount equal to Funds from
Operations minus the Actual Scheduled Principal Payments for
such period minus the Capital Improvement Reserve.

Funds from Operations. With respect to any Person for any
fiscal period, the net income (or deficit) of such Person
computed in accordance with generally accepted accounting
principles, excluding financing costs and gains (or losses) from
debt restructuring and sales of property, plus depreciation and
amortization and other non-cash items.

Generally accepted accounting principles. Principles that
are (a) consistent with the principles promulgated or adopted by
the Financial Accounting Standards Board and its predecessors, as
in effect from time to time and (b) consistently applied with
past financial

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statements of the Borrower adopting the same principles; provided
that a certified public accountant would, insofar as the use of
such accounting principles is pertinent, be in a position to
deliver an unqualified opinion (other than a qualification
regarding changes in generally accepted accounting principles) as
to financial statements in which such principles have been properly
applied.

Guaranteed Pension Plan. Any employee pension benefit plan
within the meaning of Section 3(2) of ERISA maintained or
contributed to by the Borrower or any ERISA Affiliate the
benefits of which are guaranteed on termination in full or in
part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.

Guarantor. Collectively, Storage Trust Guarantor and each
Additional Guarantor, or individually any one of such Persons.

Guaranty. The Unconditional Guaranty of Payment and
Performance dated of even date herewith made by Storage Trust
Guarantor in favor of Agent and the Banks, and each Unconditional
Guaranty of Payment and Performance made by each Additional
Guarantor in favor of Agent and the Banks, as the same may be
modified or amended, such Guaranty to be in form and substance
satisfactory to the Agent.

Hazardous Substances. See Section 6.17(b).

Implied Rating. With respect to a Person, the most recent
rating issued from time to time by the Rating Agencies as is
applicable to such Person's senior unsecured long-term debt, or
if no such senior unsecured long-term debt is outstanding, then
the most recent rating issued from time to time by the Rating
Agencies as would hypothetically be applicable to such Person's
senior unsecured long-term debt (i.e., an implied rating).

Indebtedness. All obligations, contingent and otherwise,
that in accordance with generally accepted accounting principles
should be classified upon the obligor's balance sheet as
liabilities, or to which reference should be made by footnotes
thereto, including in any event and whether or not so classified:
(a) all debt and similar monetary obligations, whether direct or
indirect (including, without limitation, any obligations
evidenced by bonds, debentures, notes or similar debt instruments
and the obligations described in Section 8.1(h)); (b) all
liabilities secured by any mortgage, pledge, security interest,
lien, charge or other encumbrance existing on property owned or
acquired subject thereto, whether or not the liability secured
thereby shall have been assumed; (c) all guarantees, endorsements
and other contingent obligations whether direct or indirect in
respect of indebtedness of others, including any obligation to
supply funds to or in any manner to invest directly or indirectly
in a Person, to purchase indebtedness, or to assure the owner of
indebtedness against loss through an agreement to purchase goods,
supplies or services for the purpose of enabling the debtor to
make payment of the indebtedness held by such owner or otherwise,
and the obligation to reimburse the issuer in respect of any
letter of credit; (d) any obligation as a lessee or obligor under
a Capitalized Lease; (e) all obligations to purchase under
agreements

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15
to acquire, or otherwise to contribute money with respect to,
properties under "development" within the meaning of Section 8.9;
and (f) a Person's pro rata share of any of the above-described
obligations of its unconsolidated affiliates. Notwithstanding the
foregoing, in the event that a Person has incurred Indebtedness
with respect to which another Person included within the
consolidated financial statements of the first Person is also
liable (by reason of a guaranty or otherwise), such Indebtedness
shall only be counted once for the purposes of such consolidated
financial statements.

Interest Payment Date. As to each Loan, the first day of
each calendar month during the term of such Loan, and with
respect to each LIBOR Rate Loan, the last day of the Interest
Period relating thereto.

Interest Period. With respect to each LIBOR Rate Loan (a)
initially, the period commencing on the Drawdown Date of such
Loan and ending one, two, three or six months thereafter, and (b)
thereafter, each period commencing on the day following the last
day of the next preceding Interest Period applicable to such Loan
and ending on the last day of one of the periods set forth above,
as selected by the Borrower in a Conversion Request; provided
that all of the foregoing provisions relating to Interest Periods
are subject to the following:

(i) if any Interest Period with respect to a LIBOR
Rate Loan would otherwise end on a day that is not a LIBOR
Business Day, that Interest Period shall end and the next
Interest Period shall commence on the next preceding or
succeeding LIBOR Business Day as determined conclusively by
the Reference Bank in accordance with the then current bank
practice in the applicable LIBOR interbank market;

(ii) if the Borrower shall fail to give notice as
provided in Section 4.1, the Borrower shall be deemed to
have requested a conversion of the affected LIBOR Rate Loan
to a Base Rate Loan on the last day of the then current
Interest Period with respect thereto; and

(iii) no Interest Period relating to any LIBOR Rate
Loan shall extend beyond the Maturity Date.

Investment Grade Rating. With respect to any Person, an
Implied Rating equal to or more favorable than BBB- with respect
to a rating issued by S&P or DCR (or in the case of a rating
issued by ▇▇▇▇▇'▇, a rating of Baa3). If, at any time after a
Person obtains an Investment Grade Rating, (a) no Implied Rating
for such Person's senior unsecured long-term debt shall have been
issued or confirmed in writing by either of the Rating Agencies
within the previous 365 days, or (b) the rating system of either
of the Rating Agencies (as opposed to the rating of a Person)
shall change, or (c) either of the Rating Agencies shall no
longer perform the functions of a securities rating agency, then
the Borrower and the Agent shall promptly negotiate in good faith
to amend the reference to the specific ratings in this definition
for the determination of the Investment Grade Rating, and pending
such amendment, the applicable rating in effect as of the date
the event described in this paragraph occurred shall continue to
apply.

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16

Investments. With respect to any Person, all shares of
capital stock, evidences of Indebtedness and other securities
issued by any other Person, all loans, advances, or extensions of
credit to, or contributions to the capital of, any other Person,
all purchases of the securities or business or integral part of
the business of any other Person and commitments and options to
make such purchases, all interests in real property, and all
other investments; provided, however, that the term "Investment"
shall not include (i) equipment, inventory and other tangible
personal property acquired in the ordinary course of business, or
(ii) current trade and customer accounts receivable for services
rendered in the ordinary course of business and payable in
accordance with customary trade terms. In determining the
aggregate amount of Investments outstanding at any particular
time: (a) the amount of any investment represented as a guaranty
shall be taken at not less than the principal amount of the
obligations guaranteed and still outstanding; (b) there shall be
included as an Investment all interest accrued with respect to
Indebtedness constituting an Investment unless and until such
interest is paid; (c) there shall be deducted in respect of each
such Investment any amount received as a return of capital (but
only by repurchase, redemption, retirement, repayment,
liquidating dividend or liquidating distribution); (d) there
shall not be deducted in respect of any Investment any amounts
received as earnings on such Investment, whether as dividends,
interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid;
and (e) there shall not be deducted from the aggregate amount of
Investments any decrease in the value thereof.

LIBOR Business Day. Any day on which commercial banks are
open for international business (including dealings in Dollar
deposits) in the London interbank market.

LIBOR Lending Office. Initially, the office of each Bank
designated as such in Schedule 1 hereto; thereafter, such other
office of such Bank, if any, that shall be making or maintaining
LIBOR Rate Loans.

LIBOR Rate. For any Interest Period with respect to a LIBOR
Rate Loan, the rate per annum equal to the quotient (rounded
upwards to the nearest 1/16 of one percent) of (a) the rate per
annum as determined by the Reference Bank's LIBOR Lending Office
to be the rate at which Dollar deposits are offered to prime
banks by such banks in the London Interbank Market as are
selected by the Reference Bank at approximately 11:00 a.m. London
time two LIBOR Business Days prior to the beginning of such
Interest Period for delivery on the first day of such Interest
Period for the number of days comprised therein and in an amount
comparable to the amount of the LIBOR Rate Loan to which such
Interest Period applies, divided by (b) a number equal to 1.00
minus the Eurocurrency Reserve Rate.

LIBOR Rate Loans. Loans bearing interest calculated by
reference to a LIBOR Rate.

Liens. See Section 8.2.

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17

Loan Documents. This Agreement, the Notes, the Guaranty and
all other documents, instruments or agreements now or hereafter
executed or delivered by or on behalf of the Borrower or the
Guarantor evidencing or securing the Loans.

Loan Request. See Section 2.6.

Loans. The aggregate Loans (including Swing Loans) to be
made by the Banks hereunder.

Majority Banks. As of any date, the Bank or Banks whose
aggregate Commitment Percentage is equal to or greater than the
required percentage, as determined by the Banks, required to
approve such matter, as disclosed by the Agent to the Borrower
from time to time.

Maturity Date. January 25, 2001, or such earlier date on
which the Loans shall become due and payable pursuant to the
terms hereof.

▇▇▇▇▇'▇. ▇▇▇▇▇'▇ Investors Services, Inc.

Multiemployer Plan. Any multiemployer plan within the
meaning of Section 3(37) of ERISA maintained or contributed to by
the Borrower or any ERISA Affiliate.

Net Capital Expenditures. With respect to any Person or
asset for any fiscal period, an amount equal to the amount of
capital expenditures incurred by such Person or with respect to
such asset during such fiscal period determined in accordance
with generally accepted accounting principles.

Net Income (or Deficit). With respect to any Person (or any
asset of any Person) for any fiscal period, the net income (or
deficit) of such Person (or attributable to such asset), after
deduction of all expenses, taxes and other proper charges,
determined in accordance with generally accepted accounting
principles.

Net Operating Income. Net Operating Income shall mean,
during any period for any Unencumbered Operating Property, the
sum of (a) the Net Income attributable to such Unencumbered
Operating Property for such period plus (b) depreciation and
amortization, interest expense, and any extraordinary or
non-recurring losses deducted in calculating such Net Income plus
(c) corporate general and administrative expense deducted in
calculating such Net Income minus (d) any extraordinary or
nonrecurring gains included in calculating such Net Income all as
determined in accordance with generally accepted accounting
principles.

Net Rentable Area. With respect to any Real Estate, the
floor area of any buildings, structures or improvements available
for leasing to tenants determined in accordance with the Rent
Roll for such Real Estate, the manner of such determination to be
consistent for all Real Estate unless otherwise approved by the
Agent.

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18

Notes. Collectively, the Revolving Credit Notes and the
Swing Loan Note.

Notice. See Section 1.9.

Obligations. All indebtedness, obligations and liabilities
of the Borrower to any of the Banks and the Agent, individually
or collectively, under this Agreement or any of the other Loan
Documents or in respect of any of the Loans or the Notes, or
other instruments at any time evidencing any of the foregoing,
whether existing on the date of this Agreement or arising or
incurred hereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise.

Operating Cash Flow. With respect to any Person for any
period, an amount equal to the sum of (a) EBITDA of such Person
for such period minus (b) the Capital Improvement Reserve.

Outstanding. With respect to the Loans, the aggregate
unpaid principal thereof as of any date of determination.

PBGC. The Pension Benefit Guaranty Corporation created by
Section 4002 of ERISA and any successor entity or entities having
similar responsibilities.

Permitted Liens. Liens, security interests and other
encumbrances permitted by Section 8.2.

Person. Any individual, corporation, partnership, trust,
unincorporated association, business, or other legal entity, and
any government or any governmental agency or political
subdivision thereof.

Prospectus Supplement. The S-3 of Storage Trust Guarantor
dated October 15, 1997 and filed with the SEC.

Rating Agencies. S&P, ▇▇▇▇▇'▇ and DCR.

Rating Notice. See Section 7.4(i).

Rating Notice Date. The earlier of (a) the date a Rating
Notice is received by the Agent, or (b) the date the Agent,
having received actual notice of a change by one of the Rating
Agencies of its Implied Rating, sends notice to the Borrower of
such change, provided that nothing contained herein shall imply
any obligation of the Agent to monitor such rating changes.

Real Estate. All real property at any time owned or leased
(as lessee or sublessee) by the Borrower or any of its
Subsidiaries.

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19

Record. The grid attached to any Note, or the continuation
of such grid, or any other similar record, including computer
records, maintained by any Bank with respect to any Loan referred
to in such Note.

Reference Bank. BKB.

REIT Status. With respect to the Storage Trust Guarantor,
its status as a real estate investment trust as defined in
Section 856(a) of the Code.

Release. See Section 6.17(c)(iii).

Rent Roll. A report prepared by the Borrower showing for
each Unencumbered Operating Property, its location, Net Rentable
Area, occupancy status, rent and other information in
substantially the form presented to the Banks prior to the date
hereof or in such other form as may have been approved by the
Agent, such approval not to be unreasonably withheld.

Revolving Credit Notes. See Section 2.4.

S&P. Standard & Poor's Corporation.

SEC. The federal Securities and Exchange Commission.

Secured Indebtedness. Indebtedness of a Person that is
pursuant to a Capitalized Lease or is directly or indirectly
secured by a lien, pledge or other encumbrance.

Shareholder's Equity. At any date, the total consolidated
shareholder's equity of Storage Trust Guarantor and its
Subsidiaries (including minority interest), determined in
accordance with generally accepted accounting principles.

Short-term Investments. Investments described in
subsections (a) through (g), inclusive, of Section 8.3. For all
purposes of this Agreement and the other Loan Documents, the
value of Eligible Short-term Investments at any time shall be the
current market value thereof determined in a manner reasonably
satisfactory to the Agent.

State. A state of the United States of America.

Storage Trust Guarantor. Storage Trust Realty, a Maryland
real estate investment trust, having a usual place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

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20

Subsidiary. Any corporation, association, partnership,
trust, or other business entity of which the designated parent
shall at any time own directly or indirectly through a Subsidiary
or Subsidiaries at least a majority (by number of votes or
controlling interests) of the outstanding Voting Interests, or
any other Person the accounts of which are consolidated with the
accounts of Storage Trust Guarantor or Borrower, as applicable,
in accordance with generally accepted accounting principles.

Swing Loan. See Section 2.4A.

Swing Loan Bank. BKB, in its capacity as Swing Loan Bank.

Swing Loan Commitment. The sum of $10,000,000.00, as the
same may be changed from time to time in accordance with the
terms of this Agreement.

Swing Loan Note. See Section 2.4A.

Syndication Agent. BOA, provided that BOA shall have no
rights, liabilities or obligations deriving from its status as
Syndication Agent; the rights, liabilities and obligations of BOA
being its rights, obligations and liabilities as a Bank and as
otherwise provided herein, in any other Loan Document or in an
intercreditor or similar agreement executed in connection
herewith.

Test Debt Service Coverage Amount. At any time determined
by Agent, an amount obtained by dividing an amount equal to
(a) the sum of (i) the aggregate Net Operating Income from the
Unencumbered Operating Properties for the preceding two (2)
fiscal quarters multiplied by two (2) less (ii) the Capital
Improvement Reserve for the Unencumbered Operating Properties, by
(b) the annual amount of principal and interest that would be
payable on the total outstanding balance of all unsecured
Indebtedness of the Borrower and its Subsidiaries (including the
Loans and any requested Loans) when bearing interest at a rate
per annum equal to the then-current annual yield on ten (10) year
obligations issued by the United States Treasury most recently
prior to the date of determination plus two percent (2.0%) and
payable based on a twenty year mortgage style amortization
schedule (expressed as a mortgage constant percentage). An
example of the calculation of the Test Debt Service Coverage
Amount is set forth in Schedule 2 attached hereto. In the event
that the Borrower or a Guarantor shall have owned a property
within the Unencumbered Operating Properties for less than two
(2) consecutive fiscal quarters, then for the purposes of
performing such calculation, the Net Operating Income with
respect to such property shall be annualized in such manner as
the Agent shall reasonably determine.

Test Period. See Section 9.2.

Total Commitment. The sum of the Commitments of the Banks,
as in effect from time to time. As of the date of this
Agreement, the Total Commitment is $100,000,000.00 with such
amount comprising the Tranche A Commitment (with BKB having a
Commitment of $83,333,333.33 and BOA having a Commitment of
$16,666,666.67), provided that the Total Commitment shall
increase up to a maximum of $150,000,000.00 if, as and when
Borrower activates Tranche B as provided in Section 2.8; provided
that the face amount of the Revolving Credit Notes shall equal
$150,000,000.00 as of the date hereof without increasing the
Total Commitment as provided in Section 2.4.

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21

Tranche A. See Section 2.8.

Tranche B. See Section 2.8.

Type. As to any Loan, its nature as a Base Rate Loan or a
LIBOR Rate Loan.

Unencumbered Operating Properties. Unencumbered Operating
Properties shall mean Real Estate which is owned one hundred
percent (100%) in fee simple by the Borrower which satisfies all
of the following conditions:

(a) each of the Unencumbered Operating Properties shall be
free and clear of all Liens other than the Liens permitted in
Section 8.2(i), (iii) and (vi);

(b) to the best of the Borrower's knowledge and belief,
none of the Unencumbered Operating Properties shall have any
material title, survey, environmental or other defects that would
give rise to a materially adverse effect as to the value, use of
or ability to sell or refinance such property; and

(c) each of the Unencumbered Operating Properties shall
consist solely of Real Estate (i) which are income producing
operating properties utilized principally as a self-storage
facility or mini-warehouse, and (ii) with respect to which valid
certificates of occupancy or the equivalent for all buildings
thereon have been issued and are in full force and effect.

Notwithstanding anything herein to the contrary, Unencumbered
Operating Properties having an Asset Value of not more than
twenty percent (20%) of the total Asset Value of the Unencumbered
Operating Properties may be owned by Subsidiaries of the Borrower
which are directly or indirectly fully owned by the Borrower
and/or Storage Trust Guarantor and which are Additional
Guarantors; provided, that each such property shall otherwise
satisfy the foregoing conditions applicable to Unencumbered
Operating Properties, and each and every covenant contained in,
and each and every warranty and representation made in, this
Agreement with respect to Real Estate shall be complied with and
be true and correct, as applicable, with respect to such Real
Estate owned by such Additional Guarantor, provided further, that
as and when the Borrower shall acquire any additional Real Estate
which satisfies the requirements in this Agreement for an
Unencumbered Operating Property, the Borrower shall promptly
substitute such Real Estate for any Unencumbered Operating
Properties which are owned by a Subsidiary of Borrower. The
foregoing shall not be deemed to prohibit the Borrower from later
including Real Estate owned by a Subsidiary of the Borrower as an
Unencumbered Operating Property subject to the limitations in
this Agreement after Real Estate owned by the Borrower has been
substituted for Real Estate owned by a Subsidiary of the Borrower
previously included as an Unencumbered Operating Property, nor
shall the foregoing require the conveyance of Real Estate by a
Subsidiary to the Borrower nor preclude a Subsidiary from
acquiring Real Estate.

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22

Voting Interests. Stock or similar ownership interests, of
any class or classes (however designated), the holders of which
are at the time entitled, as such holders, (a) to vote for the
election of a majority of the directors (or persons performing
similar functions) of the corporation, association, partnership,
trust or other business entity involved, or (b) to control,
manage, or conduct the business of the corporation, partnership,
association, trust or other business entity involved.

Section 1.2. Rules of Interpretation.

(a) A reference to any document or agreement
shall include such document or agreement as amended, modified or
supplemented from time to time in accordance with its terms and
the terms of this Agreement.

(b) The singular includes the plural and the
plural includes the singular. Without limiting the foregoing, a
reference to the Guarantor shall be a reference to any or all
Guarantors as the context may permit or require.

(d) A reference to any Person includes its
permitted successors and permitted assigns.

(e) Accounting terms not otherwise defined herein
have the meanings assigned to them by generally accepted accounting
principles applied on a consistent basis by the accounting entity
to which they refer.

(f) The words "include", "includes" and "including"
are not limiting.

(g) The words "approval" and "approved", as
the context so determines, means an approval in writing given to
the party seeking approval after full and fair disclosure to the
party giving approval of all material facts necessary in order to
determine whether approval should be granted.

(h) All terms not specifically defined herein or
by generally accepted accounting principles, which terms are defined
in the Uniform Commercial Code as in effect in the Commonwealth
of Massachusetts, have the meanings assigned to them therein.

(i) Reference to a particular "Section ", refers
to that section of this Agreement unless otherwise indicated.

(j) The words "herein", "hereof", "hereunder"
and words of like import shall refer to this Agreement as a whole
and not to any particular section or subdivision of this Agreement.

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23

Section 2. THE REVOLVING CREDIT FACILITY

Section 2.1. Commitment to Lend. Subject to the terms and
conditions set forth in this Agreement, each of the Banks
severally agrees to lend to the Borrower, and the Borrower may
borrow (and repay and reborrow) from time to time between the
Closing Date and the Maturity Date upon notice by the Borrower to
the Agent given in accordance with Section 2.6, such sums as are
requested by the Borrower for the purposes set forth in Section
7.11 up to the lesser of (a) a maximum aggregate principal amount
outstanding (after giving effect to all amounts requested) at any
one time equal to such Bank's Commitment and (b) such Bank's
Commitment Percentage of the Borrowing Base, provided, that, in
all events no Default or Event of Default shall have occurred and
be continuing; and provided, further, that the outstanding
principal amount of the Loans (after giving effect to all amounts
requested) shall not at any time exceed the Total Commitment.
The Loans (other than Swing Loans) shall be made pro rata in
accordance with each Bank's Commitment Percentage. The funding
of a Loan hereunder shall constitute a representation and
warranty by the Borrower that all of the conditions set forth in
Section 10 and Section 11, in the case of the initial Loan, and
Section 11, in the case of all other Loans, have been satisfied
on the date of such funding. Notwithstanding anything herein to
the contrary, the Banks shall have no obligation to make Loans to
the Borrower in excess of the aggregate principal amount
outstanding of more than $100,000,000.00, provided that the
Commitment shall be increased up to a maximum of $150,000,000.00
if, as and when Borrower activates Tranche B as provided in
Section 2.8.

Section 2.2. Facility Fee. The Borrower agrees to pay to
the Agent for the accounts of the Banks in accordance with their
respective Commitment Percentages a facility fee calculated at
the rate of one-eighth of one percent (0.125%) per annum on the
average amount by which the Total Commitment (as same may be
reduced as provided in this Agreement) exceeds the outstanding
principal amount of Loans during each calendar quarter or portion
thereof commencing on the date hereof and ending on the Maturity
Date. Notwithstanding the foregoing, in the event that the ratio
of (a) the average amount of the outstanding principal amount of
the Loans during such quarter to (b) the Total Commitment is less
than or equal to fifty percent (50%), then the facility fee shall
be calculated at the rate of fifteen one-hundredths of one
percent (0.150%) per annum. The facility fee shall be payable
quarterly in arrears on the first day of each calendar quarter
for the immediately preceding calendar quarter or portion
thereof, and on any earlier date on which the Commitments shall
be reduced or shall terminate as provided in Section 2.3, with a
final payment on the Maturity Date (and in no event beyond the
date on which the Commitments are terminated and the Obligations
are paid in full). For the purposes of this Section 2.2, the
Total Commitment shall include Tranche A and Tranche B (whether
or not Tranche B has been activated), but shall no longer include
Tranche B at such time as Tranche B expires as provided in
Section 2.8 without the Borrower having activated Tranche B.

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24

Section 2.3. Reduction and Termination of Commitment. The
Borrower shall have the right at any time and from time to time
upon five Business Days' prior written notice to the Agent to
reduce by $5,000,000 or an integral multiple of $1,000,000 in
excess thereof (provided that in no event shall the Total
Commitment be reduced in such manner to an amount less than
$75,000,000.00) or to terminate entirely the unborrowed portion
of the Commitments, whereupon the Commitments of the Banks shall
be reduced pro rata in accordance with their respective
Commitment Percentages of the amount specified in such notice or,
as the case may be, terminated, any such termination or reduction
to be without penalty (unless such termination or reduction
requires repayment of a LIBOR Rate Loan); provided, however, that
no such termination or reduction shall be permitted if, after
giving effect thereto, the Outstanding Loans would exceed the
Commitments of the Banks as so terminated or reduced. Promptly
after receiving any notice of the Borrower delivered pursuant to
this Section 2.3, the Agent will notify the Banks of the
substance thereof. Upon the effective date of any such reduction
or termination, the Borrower shall pay to the Agent for the
respective accounts of the Banks the full amount of any facility
fee under Section 2.2 then accrued on the amount of the
reduction. No reduction or termination of the Commitment may be
reinstated.

Section 2.4. Notes. The Loans (other than Swing Loans)
shall be evidenced by separate promissory notes of the Borrower
in substantially the form of Exhibit A hereto (collectively, the
"Revolving Credit Notes"), dated the date of this Agreement and
completed with appropriate insertions. One Revolving Credit Note
shall be payable to the order of each Bank in the principal face
amount equal to such Bank's Commitment and shall be payable as
set forth below (provided that, without increasing the Commitment
of each Bank, the initial Revolving Credit Note delivered to each
Bank shall be in the principal amount equal to the sum of such
Bank's active Tranche A Commitment and such Bank's pro rata share
of the inactive Tranche B Commitment). The Borrower irrevocably
authorizes each Bank to make or cause to be made, at or about the
time of the Drawdown Date of any Loan (other than Swing Loans) or
at the time of receipt of any payment of principal thereof, an
appropriate notation on such Bank's Record reflecting the making
of such Loan or (as the case may be) the receipt of such payment.
The outstanding amount of the Loans (other than Swing Loans) set
forth on such Bank's Record shall be prima facie evidence of the
principal amount thereof owing and unpaid to such Bank, but the
failure to record, or any error in so recording, any such amount
on such Bank's Record shall not limit or otherwise affect the
obligations of the Borrower hereunder or under any Revolving
Credit Note to make payments of principal of or interest on any
Revolving Credit Note when due. The face amount of each
Revolving Credit Note includes an allocable amount of Tranche B
(based on each Bank's Commitment Percentage), which as of the
date hereof is not available to be borrowed by the Borrower.

Section 2.4A Swing Loan Commitments.

(a) Subject to the terms and conditions set
forth in this Agreement, and if necessary to meet the Borrower's
funding deadlines, Swing Loan Bank agrees to lend to the Borrower
(the "Swing Loans"), and the Borrower may borrow (and repay and
reborrow) from time to time between the Closing Date and the date
which is five (5) Business Days prior to

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25
the Maturity Date upon notice by the Borrower to the Swing Loan
Bank given in accordance with this Section 2.4A, such sums as are
requested by the Borrower for the purposes set forth in Section
7.11 in an aggregate principal amount at any one time outstanding
not exceeding the Swing Loan Commitment; provided that at no time
shall the aggregate principal balance of Swing Loans then
outstanding, when added to the Swing Loan Bank's Commitment
Percentage of all other Outstanding Loans (after giving effect to
all amounts requested), exceed the lesser of (i) such Bank's
Commitment and (ii) such Bank's Commitment Percentage of the
Borrowing Base, provided, further, that in all events no Default
or Event of Default shall have occurred and be continuing; and
provided, further, that the outstanding principal amount of the
Loans (after giving effect to all amounts requested) shall not at
any time exceed the Total Commitment. Swing Loans shall
constitute "Loans" for all purposes hereunder, but shall not be
considered the utilization of a Bank's Commitment. The funding
of a Swing Loan hereunder shall constitute a representation and
warranty by the Borrower that all of the conditions set forth in
Section 10 and Section 11, in the case of the initial Swing Loan,
and Section 11, in the case of all other Swing Loans, have been
satisfied on the date of such funding.

(b) The Swing Loans shall be evidenced by a separate
promissory note of the Borrower in substantially the form of
Exhibit B hereto (the "Swing Note"), dated the date of this
Agreement and completed with appropriate insertions. The Swing
Loan Note shall be payable to the order of the Swing Loan Bank in
the principal face amount equal to the Swing Loan Commitment and
shall be payable as set forth below. The Borrower irrevocably
authorizes the Swing Loan Bank to make or cause to be made, at or
about the time of the Drawdown Date of any Swing Loan or at the
time of receipt of any payment of principal thereof, an
appropriate notation on the Swing Loan Bank's Record reflecting
the making of such Swing Loan or (as the case may be) the receipt
of such payment. The outstanding amount of the Swing Loans set
forth on the Swing Loan Bank's Record shall be prima facia
evidence of the principal amount thereof owing and unpaid to the
Swing Loan Bank, but the failure to record, or any error in so
recording, any such amount on the Swing Loan Bank's Record shall
not limit or otherwise affect the obligations of the Borrower
hereunder or under the Swing Loan Note to make payments of
principal of or interest on any Swing Loan Note when due.

(c) Each borrowing of Swing Loan shall be subject
to the limits for Base Rate Loans and LIBOR Rate Loans set forth
in Section 2.6. Borrower shall request a Swing Loan by delivering
to the Swing Loan Bank a Loan Request no later than 9:00 a.m.
(Boston time) on the requested Drawdown Date specifying the
amount of the requested Swing Loan. The Loan Request shall also
contain the statements and certifications required by Section
2.6(i)-(ii). Each such Loan Request shall be irrevocable and
binding on the Borrower and shall obligate the Borrower to accept
such Swing Loan on the Drawdown Date. Notwithstanding anything
herein to the contrary, a Swing Loan shall either be a Base Rate
Loan or a LIBOR Rate Loan having an Interest Period of one month,
and in the event that the Borrower fails to specify whether it
has selected a Base Rate Loan or a LIBOR Rate Loan, the Borrower
shall be deemed conclusively to have selected a LIBOR Rate Loan
with an Interest Period of one month. Notwithstanding the
foregoing, upon the date that the Banks shall be required to fund

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the Loans pursuant to Section 2.4A(d) to refund such Swing Loan,
the interest rate shall be reset to a LIBOR Rate Loan with an
Interest Period as specified in the Loan Request given by the
Borrower to the Agent in connection with such Swing Loan, or if
no Interest Period is specified, then as a Base Rate Loan. The
proceeds of the Swing Loan will be made available by the Swing
Loan Bank to the Borrower at the Agent's Head Office by crediting
the account of the Borrower at such office with such proceeds.

(d) The Swing Loan Bank shall within three (3)
Business Days after the Drawdown Date with respect to such Swing
Loan, request each Bank, including the Swing Loan Bank, to make a
Loan pursuant to Section 2.1 in an amount equal to such Bank's
Commitment Percentage of the amount of the Swing Loan outstanding
on the date such notice is given. Borrower hereby irrevocably
authorizes and directs the Swing Loan Bank to so act on its
behalf, and agrees that any amount advanced to the Agent for the
benefit of the Swing Loan Bank pursuant to this Section 2.4A(d)
shall be considered a Loan pursuant to Section 2.1. Unless any
of the events described in paragraph (h), (i) or (j) of Section
12.1 shall have occurred (in which event the procedures of
Section 2.4A(e) shall apply), each Bank shall make the proceeds
of its Loan available to the Swing Loan Bank for the account of
the Swing Loan Bank at the Agent's Head Office prior to 12:00
noon (Boston time) in funds immediately available no later than
the third (3rd) Business Day after the date such notice is given
just as if the Banks were funding directly to the Borrower, so
that thereafter such Obligations shall be evidenced by the
Revolving Credit Notes. The proceeds of such Loan shall be
immediately applied to repay the Swing Loans.

(e) If prior to the making of a Loan pursuant to
Section 2.4A(d) by all of the Banks, one of the events described
in Section 12.1(h), (i) or (j) shall have occurred, each Bank will,
on the date such Loan pursuant to Section 2.4A(d) was to have
been made, purchase an undivided participating interest in the
Swing Loan in an amount equal to its Commitment Percentage of
such Swing Loan. Each Bank will immediately transfer to the
Swing Loan Bank in immediately available funds the amount of its
participation and upon receipt thereof the Swing Loan Bank will
deliver to such Bank a Swing Loan participation certificate dated
the date of receipt of such funds and in such amount.

(f) Whenever at any time after the Swing Loan Bank
has received from any Bank such Bank's participating interest in
a Swing Loan, the Swing Loan Bank receives any payment on account
thereof, the Swing Loan Bank will distribute to such Bank its
participating interest in such amount (appropriately adjusted in
the case of interest payments to reflect the period of time
during which such Bank's participating interest was outstanding
and funded); provided, however, that in the event that such
payment received by the Swing Loan Bank is required to be
returned, such Bank will return to the Swing Loan Bank any
portion thereof previously distributed by the Swing Loan Bank to
it.

(g) Each Bank's obligation to fund a Loan as provided
in Section 2.4A(d) or to purchase participating interests pursuant
to Section 2.4A(e) shall be absolute and unconditional and shall
not be affected by any circumstance, including, without
limitation, (i) any setoff, counterclaim, recoupment, defense or
other right which such Bank or the Borrower or Guarantor may have

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against the Swing Loan Bank, the Borrower or Guarantor or anyone
else for any reason whatsoever; (ii) the occurrence or
continuance of a Default or an Event of Default; (iii) any
adverse change in the condition (financial or otherwise) of the
Borrower or Guarantor or any of their respective Subsidiaries;
(iv) any breach of this Agreement or any of the other Loan
Documents by the Borrower or Guarantor or any Bank; or (v) any
other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing. Any portions of a Swing Loan
not so purchased or converted may be treated by the Swing Loan
Bank as a Loan which was not funded by the non-purchasing Bank as
contemplated by Section 2.7 and Section 12.4. Each Swing Loan,
once so sold or converted, shall cease to be a Swing Loan for the
purposes of this Agreement, but shall be a Loan made by each Bank
under its Commitment.

Section 2.5. Interest on Loans

(a) Each Base Rate Loan shall bear interest for
the period commencing with the Drawdown Date thereof and ending on
the date on which such Base Rate Loan is repaid or converted to a
LIBOR Rate Loan at the rate per annum equal to the sum of two-
tenths of one percent (0.20%) plus the Base Rate.

(b) Each LIBOR Rate Loan shall bear interest for
the period commencing with the Drawdown Date thereof and ending on
the last day of the Interest Period with respect thereto at the
rate per annum equal to the sum of the Applicable Margin plus the
LIBOR Rate determined for such Interest Period.

(d) Base Rate Loans and LIBOR Rate Loans may be
converted to Loans of the other Type as provided in Section 4.1.

Section 2.6. Requests for Loans. Except with respect to
the initial Loan on the Closing Date and Swing Loans, the
Borrower (a) shall notify the Agent of a potential request for a
Loan as soon as possible, and (b) shall give to the Agent written
notice in the form of Exhibit C hereto (or telephonic notice
confirmed in writing in the form of Exhibit C hereto) of each
Loan requested hereunder (a "Loan Request") no less than four (4)
Business Days prior to the proposed Drawdown Date if the
requested Loan is a LIBOR Rate Loan or prior to 1:00 p.m. (Boston
time) one (1) Business Day prior to the proposed Drawdown Date if
the requested Loan is a Base Rate Loan. The Agent shall promptly
notify each of the Banks following the receipt of a Loan Request
relating to a Loan other than a Swing Loan, but in any event not
later than 1:00 p.m. (Boston time) three (3) Business Days prior
to the proposed Drawdown Date if the Loan Request is for a LIBOR
Rate Loan or not later than 3:00 p.m. (Boston time), one (1)
Business Day prior to the proposed Drawdown Date if such Loan
Request is for a Base Rate Loan. Each such notice shall specify
with respect to the requested Loan the proposed principal amount,
Drawdown Date, Interest Period (if applicable) and Type. Each
such notice shall also contain (i) a statement as to the purpose
for which such advance shall

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be used (which purpose shall be in accordance with the terms of
Section 7.11), and (ii) a certification by the chief financial
officer of the sole general partner of the Borrower and the chief
financial officer of Storage Trust Guarantor that since the date
of the last Compliance Certificate delivered under this Agreement
there has been no material changes in the matters certified in such
Compliance Certificate that could cause a Default or Event of
Default to occur after giving effect to the making of such Loan.
Promptly upon receipt of any such notice, the Agent shall notify
each of the Banks thereof. Except as provided in this Section
2.6, each such Loan Request shall be irrevocable and binding on
the Borrower and shall obligate the Borrower to accept the Loan
requested from the Banks on the proposed Drawdown Date, provided
that, in addition to the Borrower's other remedies against any
Bank which fails to advance its proportionate share of a
requested Loan, such Loan Request may be revoked by the Borrower
by notice received by the Agent no later than the Drawdown Date
if any Bank fails to advance its proportionate share of the
requested Loan in accordance with the terms of this Agreement,
provided further that the Borrower shall be liable in accordance
with the terms of this Agreement to any Bank which is prepared to
advance its proportionate share of the requested Loan for any
costs, expenses or damages incurred by such Bank as a result of
the Borrower's election to revoke such Loan Request (including,
without limitation, the items described in Section 4.8, as
applicable, but not including any damages for lost interest
earnings as a result of such Loan not being made). Nothing
herein shall prevent the Borrower from seeking recourse against
any Bank that fails to advance its proportionate share of a
requested Loan as required by this Agreement. The Borrower may
without cost or penalty revoke a Loan Request for a LIBOR Rate
Loan by delivering notice thereof to each of the Banks no later
than 9:00 a.m. (Boston time) three (3) Business Days prior to the
Drawdown Date. The Borrower may without cost or penalty revoke a
Loan Request for a Base Rate Loan by notifying the Agent no later
than 3:00 p.m. (Boston time) one (1) Business Day prior to the
Drawdown Date, and the Agent shall notify the other Banks prior
to 4:00 p.m. (Boston time) on the date of such notice is received
from the Borrower. Each Loan Request shall be (a) for a Base
Rate Loan in a minimum aggregate amount of $500,000 or an
integral multiple of $100,000 in excess thereof, or (b) for a
LIBOR Rate Loan in a minimum aggregate amount of $1,000,000 or an
integral multiple of $100,000 in excess thereof; provided,
however, that there shall be no more than ten (10) LIBOR Rate
Loans outstanding at any one time.

Section 2.7. Funds for Loans.

(a) Not later than 12:00 noon (Boston time) on
the proposed Drawdown Date of any Loans (other than Swing Loans),
each of the Banks will make available to the Agent, at the
Agent's Head Office, in immediately available funds, the amount
of such Bank's Commitment Percentage of the amount of the
requested Loans which may be disbursed pursuant to Section 2.1.
Upon receipt from each Bank of such amount, and upon receipt of
the documents required by Section 10 and Section 11 and the
satisfaction of the other conditions set forth therein, to the
extent applicable, the Agent will make available to the Borrower
the aggregate amount of such Loans made available to the Agent by
the Banks by crediting such amount to the account of the Borrower
maintained at the Agent's Head Office. The failure or refusal of
any Bank to make available to the Agent at the aforesaid time and
place on any Drawdown

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29
Date the amount of its Commitment Percentage of the requested Loans
shall not relieve any other Bank from its several obligation
hereunder to make available to the Agent the amount of such other
Bank's Commitment Percentage of any requested Loans, including any
additional Loans that may be requested subject to the terms and
conditions hereof to provide funds to replace those not advanced by
the Bank so failing or refusing, provided that the Borrower may by
notice received by the Agent no later than the Drawdown Date refuse
to accept any Loan which is not fully funded in accordance with the
Borrower's Loan Request subject to the terms of Section 2.6. In
the event of any such failure or refusal, the Banks not so
failing or refusing shall be entitled to a priority position as
against the Bank or Banks so failing or refusing for such Loans
as provided in Section 12.4.

(b) Unless Agent shall have been notified by any
Bank prior to the applicable Drawdown Date that such Bank will not
make available to Agent such Bank's pro rata share of a proposed
Loan, Agent may in its discretion assume that such Bank has made
such pro rata share of such Loan available to Agent in accordance
with the provisions of this Agreement and Agent may, if it
chooses, in reliance upon such assumption make such pro rata
share of such Loan available to Borrower, and such Bank shall be
liable to the Agent for the amount of such advance.

Section 2.8. Loan Tranches.

(a) The Loan consists of two components:

(i) A tranche of $100,000,000 which is
available to be disbursed to the Borrower subject to the terms
of this Agreement (hereinafter referred to as "Tranche A");
and

(ii) A tranche of $50,000,000 which
is not available to be borrowed by the Borrower until the
satisfaction of the following conditions precedent on or
prior to January 25, 1999 (hereinafter referred to as
"Tranche B").

(b) Provided that no Default or Event of Default
shall occur and be continuing, the Borrower shall have the option, to
be exercised by giving written notice to the Agent in the form of
Exhibit D hereto on or before January 18, 1999, subject to the
terms and conditions set forth in the Agreement, to activate
Tranche B, at which point such amount shall be available to be
disbursed subject to the terms of this Agreement. The request by
the Borrower for activation of Tranche B shall constitute a
representation and warranty by the Borrower that all the
conditions set forth in this Section shall have been satisfied on
the date of such request.

(c) The obligations of the Agent and the Banks
to activate Tranche B shall be subject to the satisfaction of the
following conditions precedent on or prior to January 25, 1999:

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(i) Payment of Activation Fee. The
Borrower shall pay to the Agent a fee as set forth in the
Agreement Regarding Fees, which fee shall, when paid, be fully
earned and non-refundable under any circumstances. The Agent
shall pay to the Banks certain fees pursuant to their separate
agreement;

(ii) No Default. On the date such notice
is given, there shall exist no Default or Event of Default; and

(iii) Representations and Warranties.
The representations and warranties made by the Borrower or
the Guarantor in the Loan Documents or otherwise made by or
on behalf of the Borrower, the Guarantor or any of their
respective Subsidiaries in connection therewith or after the
date thereof shall have been true and correct in all
material respects, when made and shall also be true and
correct in all material respects on the date of such notice,
other than for changes in the ordinary course of business
permitted by this Agreement that have not had any material
adverse effect on the business of the Borrower, the
Guarantor or any of their respective Subsidiaries.

(d) In the event that the Borrower does not
activate Tranche B as provided in this Section, such Tranche shall
terminate. Tranche B may be activated in whole, but not in part.

Section 3. REPAYMENT OF THE LOANS.

Section 3.1. Stated Maturity. The Borrower promises to
pay on the Maturity Date and there shall become absolutely due
and payable on the Maturity Date, all of the Loans outstanding on
such date, together with any and all accrued and unpaid interest
thereon.

Section 3.2. Mandatory Prepayments. If at any time the
aggregate outstanding principal amount of the Loans exceeds the
Total Commitment or the Borrowing Base, then the Borrower shall
immediately pay the amount of such excess to the Agent for the
respective accounts of the Banks for application to the Loans,
except that the amount of any Swing Loans shall be paid solely to
the Swing Loan Bank.

Section 3.3. Optional Prepayments. The Borrower shall
have the right, at its election, to prepay the outstanding amount
of the Loans, as a whole or in part, at any time without penalty
or premium; provided, that the full or partial prepayment of the
outstanding amount of any LIBOR Rate Loans pursuant to this
Section 3.3 may be made only on the last day of the Interest
Period relating thereto unless the payment required pursuant to
Section 4.8 is made together with such prepayment. The Borrower
shall give the Agent, no later than 10:00 a.m., Boston time, at
least three Business Days prior written notice of any prepayment
pursuant to this Section 3.3 of any Base Rate Loans and at least
four LIBOR Business Days notice of any proposed repayment
pursuant to this Section 3.3 of LIBOR Rate Loans, in each case
specifying the proposed date of payment of Loans and the
principal amount to be paid. Notwithstanding the foregoing, no
prior notice shall be required for the prepayment of any Swing
Loan.

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31

Section 3.4. Partial Prepayments. Each partial prepayment
of the Loans under Section 3.2 and Section 3.3 shall be in an
integral multiple of $300,000, shall be accompanied by the
payment of accrued interest on the principal prepaid to the date
of payment and, after payment of such interest, shall be applied,
in the absence of instruction by the Borrower, first to the
principal of any Outstanding Swing Loans, and next to the
principal of Base Rate Loans and then to the principal of LIBOR
Rate Loans.

Section 3.5. Effect of Prepayments. Amounts of the Loans
prepaid under Section 3.2 and Section 3.3 prior to the Maturity
Date may be reborrowed as provided in Section 2.

Section 3.6. Proceeds from Debt or Equity Offering. The
Borrower shall cause not less than ninety percent (90%) of the
sum of all gross proceeds of each and every Debt Offering and
Equity Offering, less all reasonable costs, fees, expenses,
underwriting commissions, fees and discounts incurred in
connection therewith, to be paid by the Borrower to the Agent for
the account of the Banks as a prepayment of the Loans to the
extent of the outstanding balance of the Loans within thirty (30)
days of the receipt of such proceeds.

Section 4. CERTAIN GENERAL PROVISIONS.

Section 4.1. Conversion Options.

(a) The Borrower may elect from time to time
to convert any outstanding Loan to a Loan of another Type and such
Loan shall thereafter bear interest as a Base Rate Loan or a
LIBOR Rate Loan, as applicable; provided that (i) with respect to
any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the
Borrower shall give the Agent at least three Business Days' prior
written notice of such election, and such conversion shall only
be made on the last day of the Interest Period with respect to
such LIBOR Rate Loan; (ii) with respect to any such conversion of
a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give
the Agent at least four LIBOR Business Days' prior written notice
of such election and the Interest Period requested for such Loan,
the principal amount of the Loan so converted shall be in a
minimum aggregate amount of $1,000,000 or an integral multiple of
$100,000 in excess thereof and, after giving effect to the making
of such Loan, there shall be no more than ten (10) LIBOR Rate
Loans outstanding at any one time; and (iii) no Loan may be
converted into a LIBOR Rate Loan when any Default or Event of
Default has occurred and is continuing. All or any part of the
outstanding Loans of any Type may be converted as provided
herein, provided that no partial conversion shall result in a
Base Rate Loan in an aggregate principal amount of less than
$500,000 or a LIBOR Rate Loan in an aggregate principal amount of
less than $1,000,000 and that the aggregate principal amount of
each Loan shall be in an integral multiple of $100,000. On the
date on which such conversion is being made, each Bank shall take
such action as is necessary to transfer its Commitment Percentage
of such Loans to its Domestic Lending Office or its LIBOR Lending
Office, as the case may be. Each Conversion Request relating to
the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be
irrevocable by the Borrower.

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32

(b) Any Loan may be continued as such Type
upon the expiration of an Interest Period with respect thereto
by compliance by the Borrower with the terms of Section 4.1;
provided that no LIBOR Rate Loan may be continued as such when
any Default of the type described in subsections (a), (b), (c) or
(d) of Section 12.1 or Event of Default has occurred and is
continuing, but shall be automatically converted to a Base Rate
Loan on the last day of the Interest Period relating thereto
ending during the continuance of any Default or Event of Default.

(c) In the event that the Borrower does not
notify the Agent of its election hereunder with respect to any
Loan, such Loan shall be automatically converted to a Base Rate
Loan at the end of the applicable Interest Period.

Section 4.2. Closing Fee. The Borrower shall pay to BKB
on or before the Closing Date the closing fees pursuant to the
Agreement Regarding Fees. BKB shall pay to BOA certain fees
pursuant to their separate agreement.

Section 4.2A. Additional Fees. The Borrower agrees to pay
to BKB certain fees for services rendered or to be rendered in
connection with the Loan as provided pursuant to the Agreement
Regarding Fees. All such fees shall be solely for the account of
BKB as provided in such Agreement.

Section 4.3. Agent's Fee. The Borrower shall pay to the
Agent, for the Agent's own account, an Agent's fee as and when
provided in the Agreement Regarding Fees.

Section 4.4. Funds for Payments.

(a) All payments of principal, interest,
facility fees, Agent's fees, closing fees, and any other amounts
due hereunder or under any of the other Loan Documents shall be
made to the Agent, for the respective accounts of the Banks and the
Agent, as the case may be, at the Agent's Head Office, not later
than 1:00 p.m. (Boston time) on the day when due, in each case in
immediately available funds. The Agent is hereby authorized to
charge the account of the Borrower with BKB, on the dates when
the amount thereof shall become due and payable, with the amounts
of the principal of and interest on the Loans and all fees,
charges, expenses and other amounts owing to the Agent and/or the
Banks (including the Swing Loan Bank) under the Loan Documents.

(b) All payments by the Borrower hereunder and
under any of the other Loan Documents shall be made without setoff
or counterclaim and free and clear of and without deduction for
any taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any
nature now or hereafter imposed or levied by any jurisdiction or
any political subdivision thereof or taxing or other

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33
authority therein unless the Borrower is compelled by law to make
such deduction or withholding. If any such obligation is imposed
upon the Borrower with respect to any amount payable by it
hereunder or under any of the other Loan Documents, the Borrower
will pay to the Agent, for the account of the Banks (including the
Swing Loan Bank) or (as the case may be) the Agent, on the date on
which such amount is due and payable hereunder or under such other
Loan Document, such additional amount in Dollars as shall be
necessary to enable the Banks or the Agent to receive the same
net amount which the Banks or the Agent would have received on
such due date had no such obligation been imposed upon the
Borrower. The Borrower will deliver promptly to the Agent
certificates or other valid vouchers for all taxes or other
charges deducted from or paid with respect to payments made by
the Borrower hereunder or under such other Loan Document.

(c) Each Bank organized under the laws of a
jurisdiction outside the United States, if requested in writing
by the Borrower (but only so long as such Bank remains lawfully
able to do so), shall provide the Borrower with such duly
executed form(s) or statement(s) which may, from time to time, be
prescribed by law and, which, pursuant to applicable provisions
of (i) an income tax treaty between the United States and the
country of residence of such Bank, (ii) the Code, or (iii) any
applicable rules or regulations in effect under (i) or (ii)
above, indicates the withholding status of such Bank; provided
that nothing herein (including without limitation the failure or
inability to provide such form or statement) shall relieve the
Borrower of its obligations under Section 4.4(b). In the event
that the Borrower shall have delivered the certificates or
vouchers described above for any payments made by the Borrower
and such Bank receives a refund of any taxes paid by the Borrower
pursuant to Section 4.4(b), such Bank will pay to the Borrower
the amount of such refund promptly upon receipt thereof; provided
that if at any time thereafter such Bank is required to return
such refund, the Borrower shall promptly repay to such Bank the
amount of such refund.

Section 4.5. Computations. All computations of interest
on the Loans and of other fees to the extent applicable shall be
based on a 360-day year and paid for the actual number of days
elapsed. Except as otherwise provided in the definition of the
term "Interest Period" with respect to LIBOR Rate Loans, whenever
a payment hereunder or under any of the other Loan Documents
becomes due on a day that is not a Business Day, the due date for
such payment shall be extended to the next succeeding Business
Day, and interest shall accrue during such extension. The
outstanding amount of the Loans as reflected on the records of
the Agent from time to time shall be considered prima facie
evidence of such amount.

Section 4.6. Inability to Determine LIBOR Rate. In the
event that, prior to the commencement of any Interest Period
relating to any LIBOR Rate Loan, the Agent shall determine that
adequate and reasonable methods do not exist for ascertaining the
LIBOR Rate for such Interest Period, the Agent shall forthwith
give notice of such determination (which shall be conclusive and
binding on the Borrower and the Banks) to the Borrower and the
Banks. In such event (a) any Loan Request with respect to LIBOR
Rate Loans shall be automatically withdrawn and shall be deemed a
request for Base Rate Loans, and (b) each LIBOR Rate Loan will
automatically, on the last day of the then current Interest
Period

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34
thereof, become a Base Rate Loan, and the obligations of the Banks
to make LIBOR Rate Loans shall be suspended until the Agent
determines that the circumstances giving rise to such suspension no
longer exist, whereupon the Agent shall so notify the Borrower and
the Banks.

Section 4.7. Illegality. Notwithstanding any other
provisions herein, if any present or future law, regulation,
treaty or directive or the interpretation or application thereof
shall make it unlawful, or any central bank or other governmental
authority having jurisdiction over a Bank or its LIBOR Lending
Office shall assert that it is unlawful, for any Bank to make or
maintain LIBOR Rate Loans, such Bank shall forthwith give notice
of such circumstances to the Agent and the Borrower and thereupon
(a) the commitment of the Banks to make LIBOR Rate Loans or
convert Loans of another type to LIBOR Rate Loans shall forthwith
be suspended and (b) the LIBOR Rate Loans then outstanding shall
be converted automatically to Base Rate Loans on the last day of
each Interest Period applicable to such LIBOR Rate Loans or
within such earlier period as may be required by law.

Section 4.8. Additional Interest. If any LIBOR Rate Loan
or any portion thereof is repaid or is converted to a Base Rate
Loan for any reason on a date which is prior to the last day of
the Interest Period applicable to such LIBOR Rate Loan, the
Borrower will pay to the Agent upon demand for the account of the
Banks in accordance with their respective Commitment Percentages
(or to the Swing Loan Bank with respect to a Swing Loan), in
addition to any amounts of interest otherwise payable hereunder,
any amounts required to compensate the Banks for any losses,
costs or expenses which may reasonably be incurred as a result of
such payment or conversion, including, without limitation, an
amount equal to daily interest for the unexpired portion of such
Interest Period on the LIBOR Rate Loan or portion thereof so
repaid or converted at a per annum rate equal to the excess, if
any, of (a) the interest rate calculated on the basis of the
LIBOR Rate applicable to such LIBOR Rate Loan minus (b) the yield
obtainable by the Agent upon the purchase of debt securities
customarily issued by the Treasury of the United States of
America which have a maturity date most closely approximating the
last day of such Interest Period (it being understood that the
purchase of such securities shall not be required in order for
such amounts to be payable and that a Bank shall not be obligated
or required to have actually obtained funds at the LIBOR Rate or
to have actually reinvested such amount as described above).

Section 4.9. Additional Costs, Etc. Notwithstanding
anything herein to the contrary, if any future applicable law or
any amendment or modification of present applicable law which
expression, as used herein, includes statutes, rules and
regulations thereunder and legally binding interpretations
thereof by any competent court or by any governmental or other
regulatory body or official with appropriate jurisdiction charged
with the administration or the interpretation thereof and
requests, directives, instructions and notices at any time or
from time to time hereafter made upon or otherwise issued to any
Bank or the Agent by any central bank or other fiscal, monetary
or other authority (whether or not having the force of law),
shall:

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35

(a) subject any Bank or the Agent to any tax,
levy, impost, duty, charge, fee, deduction or withholding of any
nature with respect to this Agreement, the other Loan Documents,
such Bank's Commitment or the Loans (other than taxes based upon or
measured by the income or profits of such Bank or the Agent), or

(b) materially change the basis of taxation
(except for changes in taxes on income or profits) of payments to
any Bank of the principal of or the interest on any Loans or any
other amounts payable to any Bank under this Agreement or the
other Loan Documents, or

(c) impose or increase or render applicable any
special deposit, reserve, assessment, liquidity, capital adequacy
or other similar requirements (whether or not having the force of
law) against assets held by, or deposits in or for the account
of, or loans by, or letters of credit from, or commitments of any
Bank beyond those in effect as of the date hereof, or

(d) impose on any Bank or the Agent any other
conditions or requirements with respect to this Agreement, the
other Loan Documents, the Loans, such Bank's Commitment, or any
class of loans or commitments of which any of the Loans or such
Bank's Commitment forms a part; and the result of any of the
foregoing is

(i) to increase the cost to any Bank of
making funding, issuing, renewing, extending or maintaining any of
the Loans or such Bank's Commitment, or

(ii) to reduce the amount of principal,
interest or other amount payable to such Bank or the Agent hereunder
on account of such Bank's Commitment or any of the Loans, or

(iii) to require such Bank or the Agent to
make any payment or to forego any interest or other sum payable
hereunder, the amount of which payment or foregone interest or
other sum is calculated by reference to the gross amount of any
sum receivable or deemed received by such Bank or the Agent from
the Borrower hereunder, then, and in each such case, the Borrower
will, within fifteen (15) days of demand made by such Bank or (as
the case may be) the Agent at any time and from time to time and
as often as the occasion therefor may arise, pay to such Bank or
the Agent such additional amounts as such Bank or the Agent shall
determine in good faith to be sufficient to compensate such Bank
or the Agent for such additional cost, reduction, payment or
foregone interest or other sum. Each Bank and the Agent in
determining such amounts may use any reasonable averaging and
attribution methods, generally applied by such Bank or the Agent.

Section 4.10. Capital Adequacy. If after the date hereof
any Bank determines that (a) the adoption of or change in any
law, rule, regulation or guideline regarding capital requirements
of general application for banks or bank holding companies (as
opposed to a particular bank) or any change in the interpretation
or application thereof by any governmental authority

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36
charged with the administration thereof, or (b) compliance by such
Bank or its parent bank holding company with any such future
guideline, request or directive of any such entity regarding
capital adequacy or any amendment or change in interpretation of
any existing guideline, request or directive (whether or not
having the force of law) of general application for banks or bank
holding companies (as opposed to a particular bank), has the
effect of reducing the return on such Bank's or such holding
company's capital as a consequence of such Bank's commitment to
make Loans hereunder to a level below that which such Bank or
holding company could have achieved but for such adoption, change
or compliance (taking into consideration such Bank's or such
holding company's then existing policies with respect to capital
adequacy and assuming the full utilization of such entity's
capital) by any amount deemed by such Bank to be material, then
such Bank may notify the Borrower thereof. The Borrower agrees
to pay to such Bank the amount of such reduction in the return on
capital which is attributable to such Bank's commitment to make
Loans hereunder as and when such reduction is determined, upon
presentation by such Bank of a statement of the amount setting
forth the Bank's calculation thereof. In determining such
amount, such Bank may use any reasonable averaging and
attribution methods, generally applied by such Bank.

Section 4.11. Indemnity of Borrower. The Borrower agrees
to indemnify each Bank and to hold each Bank harmless from and
against any loss, cost or expense that such Bank may sustain or
incur as a consequence of (a) default by the Borrower in payment
of the principal amount of or any interest on any LIBOR Rate
Loans as and when due and payable, including any such loss or
expense arising from interest or fees payable by such Bank to
lenders of funds obtained by it in order to maintain its LIBOR
Rate Loans, or (b) default by the Borrower in making a borrowing
or conversion after the Borrower has given (or is deemed to have
given) a Loan Request or a Conversion Request; provided, however,
that the Borrower shall not be required to so indemnify any Bank
pursuant to clause (b) above which fails or refuses to fund its
proportionate share of a Loan in accordance with the terms of
this Agreement.

Section 4.12. Interest on Overdue Amounts; Late Charge.
Overdue principal and (to the extent permitted by applicable law)
interest on the Loans and all other overdue amounts payable
hereunder or under any of the other Loan Documents shall bear
interest payable on demand at a rate per annum equal to four
percent (4.00%) above the Base Rate until such amount shall be
paid in full (after as well as before judgment). In addition,
the Borrower shall pay a late charge equal to three percent (3%)
of any amount of interest and/or principal payable on the Loans
or any other amounts payable hereunder or under the Loan
Documents, which is not paid within ten days of the date when
due.

Section 4.13. Certificate. A certificate prepared in good
faith setting forth any amounts payable pursuant to Section 4.8,
Section 4.9, Section 4.10, Section 4.11 or Section 4.12 and a
brief explanation of such amounts which are due, submitted by any
Bank or the Agent to the Borrower, shall be conclusive in the
absence of manifest error.

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37

Section 4.14. Limitation on Interest. Notwithstanding
anything in this Agreement to the contrary, all agreements
between the Borrower and the Banks and the Agent, whether now
existing or hereafter arising and whether written or oral, are
hereby limited so that in no contingency, whether by reason of
acceleration of the maturity of any of the Obligations or
otherwise, shall the interest contracted for, charged or received
by the Banks exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, interest
would otherwise be payable to the Banks in excess of the maximum
lawful amount, the interest payable to the Banks shall be reduced
to the maximum amount permitted under applicable law; and if from
any circumstance the Banks shall ever receive anything of value
deemed interest by applicable law in excess of the maximum lawful
amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the
Obligations and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of the
Obligations, such excess shall be refunded to the Borrower. All
interest paid or agreed to be paid to the Banks shall, to the
extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in
full of the principal of the Obligations (including the period of
any renewal or extension thereof) so that the interest thereon
for such full period shall not exceed the maximum amount
permitted by applicable law. This section shall control all
agreements between the Borrower and the Banks and the Agent.

Section 5. SECURITY.

The Banks have agreed to make the Loans to the Borrower on
an unsecured basis. Notwithstanding the foregoing, the
Obligations shall be guaranteed by Guarantor pursuant to the
Guaranty.

Section 6. REPRESENTATIONS AND WARRANTIES.

The Borrower represents and warrants to the Agent and the
Banks as follows:

Section 6.1. Corporate Authority, Etc.

(a) Incorporation; Good Standing. The Borrower
(i) is a Delaware limited partnership duly organized pursuant to a
Limited Partnership Agreement dated November 16, 1994 filed with
the Secretary of State of Delaware and is validly existing and in
good standing under the laws of Delaware, and (ii) is in good
standing as a foreign entity and is duly authorized to do
business in the jurisdictions where the Unencumbered Operating
Properties are located and in each other jurisdiction where a
failure to be so qualified in such other jurisdiction would
reasonably be expected to have a materially adverse effect on the
consolidated business, assets or financial condition of the
Borrower. Storage Trust Guarantor is a Maryland real estate
investment trust duly organized pursuant to its organizational
documents and amendments thereto filed with the Secretary of
State of Maryland and is validly existing and in good standing
under the laws of Maryland, and is in good standing as a foreign
entity and is duly authorized to do business in the jurisdictions

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where the Unencumbered Operating Properties are located and in
each other jurisdiction where a failure to be so qualified in
such other jurisdiction could have a materially adverse effect on
the business, assets or financial condition of Storage Trust
Guarantor. Each of the Borrower and the Guarantor has all
requisite power to own its respective property and conduct its
respective business as now conducted and as presently
contemplated. Storage Trust Guarantor is a real estate
investment trust in full compliance with and entitled to the
benefits of Section 856 of the Code.

(b) Subsidiaries. Each of the Subsidiaries of
the Borrower (i) is a corporation, limited partnership, limited
liability company or trust duly organized under the laws of its
State of organization and is validly existing and in good
standing under the laws thereof, (ii) has all requisite power to
own its property and conduct its business as now conducted and as
presently contemplated and (iii) is in good standing and is duly
authorized to do business in each jurisdiction where a failure to
be so qualified would reasonably be expected to have a materially
adverse effect on the consolidated business, assets or financial
condition of the Borrower or such Subsidiary.

(c) Authorization. The execution, delivery
and performance of this Agreement and the other Loan Documents and
the transactions contemplated hereby and thereby (i) are within
the authority of the Borrower and the Guarantor, (ii) have been
duly authorized by all necessary proceedings on the part of such
Person, (iii) do not and will not conflict with or result in any
breach or contravention of any provision of law, statute, rule or
regulation to which such Person is subject or any judgment,
order, writ, injunction, license or permit applicable to such
Person, (iv) do not and will not conflict with or constitute a
default (whether with the passage of time or the giving of
notice, or both) under any provision of the charter documents,
partnership agreement, declaration of trust or other charter
documents or bylaws of, or any agreement or other instrument
binding upon, such Person or any of its properties, and (v) do
not and will not result in or require the imposition of any lien
or other encumbrance on any of the properties, assets or rights
of such Person.

(d) Enforceability. The execution and delivery
of this Agreement and the other Loan Documents are valid and legally
binding obligations of the Borrower and the Guarantor enforceable
in accordance with the respective terms and provisions hereof and
thereof, except as enforceability is limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to
or affecting generally the enforcement of creditors' rights and
except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of
the court before which any proceeding therefor may be brought.

Section 6.2. Governmental Approvals. The execution,
delivery and performance by the Borrower and the Guarantor of
this Agreement and the other Loan Documents and the transactions
contemplated hereby and thereby do not require the approval or
consent of, or filing with, any governmental agency or authority
other than those already obtained.

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Section 6.3. Title to Properties; Leases. The Borrower
and its Subsidiaries own all of the assets reflected in the
consolidated balance sheet of the Borrower as at the Balance
Sheet Date or acquired since that date (except property and
assets sold or otherwise disposed of in the ordinary course of
business since that date), subject to no rights of others,
including any mortgages, leases, conditional sales agreements,
title retention agreements, liens or other encumbrances except
Permitted Liens. Without limiting the foregoing, the Borrower
and its Subsidiaries have good and marketable fee simple title to
all real property reasonably necessary for the operation of its
business in whole, free from all liens or encumbrances of any
nature whatsoever, except for Permitted Liens. The Borrower or
its Subsidiary, as the case may be, is the insured under owner's
policies of title insurance covering all real property owned by
it, in each case in an amount not less than the purchase price
for such real property.

Section 6.4. Financial Statements. The Borrower has
furnished or caused Storage Trust Guarantor to furnish to each of
the Banks: (a) an unaudited consolidated balance sheet of the
Guarantor and its Subsidiaries as of the Balance Sheet Date and
the related unaudited consolidated statements of operations and
cash flows for the period then ended, certified by an officer of
the Borrower and the Guarantor, and (b) an unaudited statement of
operating income for each of the properties within the
Unencumbered Operating Properties as of the Closing Date for the
fiscal quarter ended December 31, 1997 satisfactory in form to
the Agent and BOA and certified by the chief financial officer
of the sole general partner of the Borrower as fairly presenting
the operating income for such parcels for such periods. Such
balance sheet and statements of operations and cash flows have
been prepared in accordance with generally accepted accounting
principles and fairly present the financial condition of the
Borrower and the Guarantor and their respective Subsidiaries as
of such dates and the results of the operations of the Borrower
and the Guarantor and their respective Subsidiaries for such
periods. There are no liabilities, contingent or otherwise, of
the Borrower, the Guarantor or any of their respective
Subsidiaries involving material amounts not disclosed in said
financial statements and the related notes thereto.

Section 6.5. No Material Changes. Since the Balance Sheet
Date, there has occurred no materially adverse change in the
consolidated financial condition or business of the Borrower and
its Subsidiaries or the Guarantor and its Subsidiaries taken as a
whole as shown on or reflected in the consolidated balance sheet
of the Borrower and the Guarantor as of the Balance Sheet Date,
or their respective consolidated statement of income or cash
flows for the fiscal year then ended, other than changes in the
ordinary course of business that have not had any materially
adverse effect either individually or in the aggregate on the
consolidated business or financial condition of such Person.

Section 6.6. Franchises, Patents, Copyrights, Etc. The
Borrower and its Subsidiaries possess all franchises, patents,
copyrights, trademarks, trade names, servicemarks, licenses and
permits, and rights in respect of the foregoing, adequate for the
conduct of their business substantially as now conducted without
known conflict with any rights of others.

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Section 6.7. Litigation. There are no actions, suits,
proceedings or investigations of any kind pending or threatened
against the Borrower or any of its Subsidiaries or the Guarantor
before any court, tribunal or administrative agency or board
that, if adversely determined, might, either in any case or in
the aggregate, materially adversely affect the properties,
assets, financial condition or business of such Person or
materially impair the right of such Person to carry on business
substantially as now conducted by it, or result in any liability
not adequately covered by insurance, or for which adequate
reserves are not maintained on the balance sheet of such Person,
or which question the validity of this Agreement or any of the
other Loan Documents, any action taken or to be taken pursuant
hereto or thereto or any lien or security interest created or
intended to be created pursuant hereto or thereto, or which will
adversely affect the ability of the Borrower or the Guarantor to
pay and perform the Obligations in the manner contemplated by
this Agreement and the other Loan Documents.

Section 6.8. No Materially Adverse Contracts, Etc.
Neither the Borrower, any of its Subsidiaries nor the Guarantor
is subject to any charter, corporate or other legal restriction,
or any judgment, decree, order, rule or regulation that has or is
expected in the future to have a materially adverse effect on the
business, assets or financial condition of such Person. Neither
the Borrower, any of its Subsidiaries nor the Guarantor is a
party to any contract or agreement that has or is expected, in
the judgment of the officers or partners of such Person, to have
any materially adverse effect on the business of any of them.

Section 6.9. Compliance with Other Instruments, Laws, Etc.
Neither the Borrower, any of its Subsidiaries nor the Guarantor
is in violation of any provision of its charter or other
organizational documents, by-laws, or any agreement or instrument
to which it may be subject or by which it or any of its
properties may be bound or any decree, order, judgment, statute,
license, rule or regulation, in any of the foregoing cases in a
manner that could result in the imposition of substantial
penalties or materially and adversely affect the consolidated
financial condition, properties or business of such Person.

Section 6.10. Tax Status. The Borrower and each of its
Subsidiaries and the Guarantor (a) has made or filed all federal
and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject,
(b) has paid all taxes and other governmental assessments and
charges shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and
by appropriate proceedings and (c) has set aside on its books
provisions reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports
or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any
jurisdiction, and the officers or partners of such Person know of
no basis for any such claim.

Section 6.11. No Event of Default. No Default or Event of
Default has occurred and is continuing.

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41

Section 6.12. Holding Company and Investment Company Acts.
Neither the Borrower, any of its Subsidiaries nor the Guarantor
is a "holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company", as such terms
are defined in the Public Utility Holding Company Act of 1935;
nor is it an "investment company", or an "affiliated company" or
a "principal underwriter" of an "investment company", as such
terms are defined in the Investment Company Act of 1940.

Section 6.13. Absence of UCC Financing Statements, Etc.
Except with respect to Permitted Liens, there is no financing
statement, security agreement, chattel mortgage, real estate
mortgage or other document filed or recorded with any filing
records, registry, or other public office, that purports to
cover, affect or give notice of any present or possible future
lien on, or security interest or security title in, any property
of the Borrower or its Subsidiaries or rights thereunder.

Section 6.14. Certain Transactions. Except as set forth
in the Prospectus Supplement, none of the officers, trustees,
directors, or employees of the Borrower, the Guarantor or any of
the Borrower's Subsidiaries is a party to any transaction with
the Borrower or any of its Subsidiaries requiring or permitting
the payment of annual consideration in excess of $500,000.00
(other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing
for the furnishing of services to or by, providing for rental of
real or personal property to or from, or otherwise requiring
payments to or from any officer, trustee, director or such
employee or, to the knowledge of the Borrower, any corporation,
partnership, trust or other entity in which any officer, trustee,
director, or any such employee has a substantial interest or is
an officer, director, trustee or partner.

Section 6.15. Employee Benefit Plans. The Borrower and
each ERISA Affiliate has fulfilled its obligations under the
minimum funding standards of ERISA and the Code with respect to
each Employee Benefit Plan, Multiemployer Plan or Guaranteed
Pension Plan and is in compliance in all material respects with
the presently applicable provisions of ERISA and the Code with
respect to each Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan. Neither the Borrower nor any ERISA
Affiliate has (a) sought a waiver of the minimum funding standard
under Section 412 of the Code in respect of any Employee Benefit
Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed
to make any contribution or payment to any Employee Benefit Plan,
Multiemployer Plan or Guaranteed Pension Plan, or made any
amendment to any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan, which has resulted or could result in
the imposition of a Lien or the posting of a bond or other
security under ERISA or the Code, or (c) incurred any liability
under Title IV of ERISA other than a liability to the PBGC for
premiums under Section 4007 of ERISA. None of the Unencumbered
Operating Properties constitutes a "plan asset" of any Employee
Plan, Multiemployer Plan or Guaranteed Pension Plan.

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Section 6.16. Regulations U and X. No portion of any Loan
is to be used for the purpose of purchasing or carrying any
"margin security" or "margin stock" as such terms are used in
Regulations U and X of the Board of Governors of the Federal
Reserve System, 12 C.F.R. Parts 221 and 224.

Section 6.17. Environmental Compliance. The Borrower has
conducted or caused to be conducted Phase I environmental site
assessments with respect to the past usage and condition of the
Real Estate and the operations conducted thereon, and is familiar
with the present condition and usage of the Real Estate and the
operations conducted thereon and, based upon such reports and
knowledge, makes the following representations and warranties.

(a) To the best of the Borrower's knowledge,
except as set forth in Schedule 6.17, none of the Borrower or
its Subsidiaries or any operator of the Real Estate, or any
operations thereon is in violation, or alleged violation, of any
judgment, decree, order, law, license, rule or regulation
pertaining to environmental matters, including, without
limitation, those arising under the Resource Conservation and
Recovery Act ("RCRA"), the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"),
the Superfund Amendments and Reauthorization Act of 1986
("▇▇▇▇"), the Federal Clean Water Act, the Federal Clean Air Act,
the Toxic Substances Control Act, or any state or local statute,
regulation, ordinance, order or decree relating to the
environment (hereinafter "Environmental Laws"), which violation
involves the Real Estate and would have a material adverse effect
on the environment or the consolidated business, assets or
financial condition of the Borrower.

(b) Neither the Borrower nor any of its
Subsidiaries has received notice from any third party, including,
without limitation, any federal, state or local governmental
authority, (i) that it has been identified by the United States
Environmental Protection Agency ("EPA") as a potentially
responsible party under CERCLA with respect to a site listed on
the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇
(1986); (ii) that any hazardous waste, as defined by 42 U.S.C.
Section 9601(5), any hazardous substances as defined by 42 U.S.C.
Section 9601(14), any pollutant or contaminant as defined by 42
U.S.C. Section 9601(33) or any toxic substances, oil or hazardous
materials or other chemicals or substances regulated by any
Environmental Laws ("Hazardous Substances") which it has
generated, transported or disposed of have been found at any site
at which a federal, state or local agency or other third party
has conducted or has ordered that the Borrower or any of its
Subsidiaries conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that
it is or shall be a named party to any claim, action, cause of
action, complaint, or legal or administrative proceeding (in each
case, contingent or otherwise) arising out of any third party's
incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous
Substances.

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(c) To the best of the Borrower's knowledge,
or, in the case of Real Estate acquired after the date hereof, to
the best of the Borrower's knowledge except as may be disclosed
in writing to the Agent upon the acquisition of the same: (i)
no portion of the Real Estate has been used for the handling,
processing, storage or disposal of Hazardous Substances except in
accordance with applicable Environmental Laws, and no underground
tank or other underground storage receptacle for Hazardous
Substances is located on any portion of the Real Estate; (ii) in
the course of any activities conducted by the Borrower, its
Subsidiaries or the operators of its properties, no Hazardous
Substances have been generated or are being used on the Real
Estate except in the ordinary course of business and in
accordance with applicable Environmental Laws; (iii) there has
been no past or present releasing, spilling, leaking, pumping,
pouring, emitting, emptying, discharging, injecting, escaping,
disposing or dumping (a "Release") or threatened Release of
Hazardous Substances on, upon, into or from the Real Estate, or,
to the best of the Borrower's knowledge, on, upon, into or from
the other properties of the Borrower or its Subsidiaries, which
Release would have a material adverse effect on the value of any
of the Real Estate or adjacent properties or the environment;
(iv) to the best of the Borrower's knowledge, there have been no
Releases on, upon, from or into any real property in the vicinity
of any of the Real Estate which, through soil or groundwater
contamination, may have come to be located on, and which would
have a material adverse effect on the value of, the Real Estate;
and (v) any Hazardous Substances that have been generated on any
of the Real Estate have been transported off-site only by
carriers having an identification number issued by the EPA or
approved by a state or local environmental regulatory authority
having jurisdiction regarding the transportation of such
substance and, to the best knowledge of the Borrower without
independent investigation, treated or disposed of only by
treatment or disposal facilities maintaining valid permits as
required under all applicable Environmental Laws, which
transporters and facilities have been and are, to the best of the
Borrower's knowledge without independent investigation, operating
in compliance with such permits and applicable Environmental
Laws.

(d) Neither the Borrower, its Subsidiaries
nor any Real Estate is subject to any applicable Environmental
Law requiring the performance of Hazardous Substances site
assessments, or the removal or remediation of Hazardous
Substances, or the giving of notice to any governmental agency or
the recording or delivery to other Persons of an environmental
disclosure document or statement by virtue of the transactions
set forth herein and contemplated hereby, or as a condition to
the effectiveness of any other transactions contemplated hereby.

Section 6.18. Subsidiaries. Schedule 6.18 sets forth all
of the Subsidiaries of the Borrower. The form and jurisdiction
of organization of each of the Subsidiaries, and the Borrower's
ownership interest therein, is set forth in said Schedule 6.18.

Section 6.19. Loan Documents and the Guarantor. All of
the representations and warranties of the Borrower and the
Guarantor made in this Agreement and the other Loan Documents or
any document or instrument delivered to the Agent or the Banks
pursuant to or in connection with any of such Loan Documents are
true and correct in all material respects, and neither the
Borrower nor the Guarantor has failed to disclose such
information as is necessary to make such representations and
warranties not misleading.

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Section 6.20. Property. All of the Borrower's and its
Subsidiaries' properties are in good repair and condition,
subject to ordinary wear and tear, other than with respect to
deferred maintenance existing as of the date of acquisition of
such property as permitted in this Section 6.20. The Borrower
further has completed an appropriate investigation of the
environmental condition of each such property as of the later of
the date of the Borrower's or such Subsidiaries' purchase thereof
or the date upon which such property was last security for
Indebtedness of the Borrower or such Subsidiary, including
preparation of a "Phase I" report and, if appropriate, a "Phase
II" report, in each case prepared by a recognized environmental
engineer in accordance with customary standards which discloses
that such property is not in violation of the representations and
covenants set forth in this Agreement, unless satisfactory
remediation actions are being taken or have been completed.
There are no unpaid or outstanding real estate or other taxes or
assessments on or against any property of the Borrower or any of
its Subsidiaries which are payable by the Borrower or its
Subsidiaries (except only real estate or other taxes or
assessments, that are not yet due and payable). There are no
pending eminent domain proceedings against any property of the
Borrower or its Subsidiaries or any part thereof, and, to the
knowledge of the Borrower, no such proceedings are presently
threatened or contemplated by any taking authority which may
individually or in the aggregate have any materially adverse
effect on the consolidated business or financial condition of the
Borrower. None of the property of Borrower or its Subsidiaries
is now damaged or injured as a result of any fire, explosion,
accident, flood or other casualty in any manner which
individually or in the aggregate would have any materially
adverse effect on the consolidated business or financial
condition of the Borrower.

Section 6.21. Brokers. Neither the Borrower nor any of
its Subsidiaries has engaged or otherwise dealt with any broker,
finder or similar entity in connection with this Agreement or the
Loans contemplated hereunder.

Section 6.22. Other Debt. Neither the Borrower, any of
its Subsidiaries nor the Guarantor is in default in the payment
of any other Indebtedness or under any agreement, mortgage, deed
of trust, security agreement, financing agreement, indenture or
lease to which any of them is a party. The Borrower is not a
party to or bound by any agreement, instrument or indenture that
may require the subordination in right or time of payment of any
of the Obligations to any other indebtedness or obligation of the
Borrower.

Section 6.23. Solvency. After giving effect to the
transactions contemplated by this Agreement and the other Loan
Documents, including all of the Loans made hereunder, neither the
Borrower nor the Guarantor is insolvent on a balance sheet basis
such that the sum of such Person's assets exceeds the sum of such
Person's liabilities, the Borrower and the Guarantor are able to
pay their respective debts as they become due, and the Borrower
and the Guarantor have sufficient capital to carry on their
respective businesses.

Section 6.24. Partners and Guarantor. Storage Trust
Guarantor is the sole general partner of the Borrower and owns a
94.74% partnership interest in the Borrower. Storage Trust
Guarantor owns no assets other than its general partnership
interest in the Borrower and Short-term Investments.

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Section 6.25. No Fraudulent Intent. Neither the execution
and delivery of this Agreement or any of the other Loan Documents
nor the performance of any actions required hereunder or
thereunder is being undertaken by the Borrower, Guarantor or any
of their respective Subsidiaries with or as a result of any
actual intent by any of such Persons to hinder, delay or defraud
any entity to which any of such Persons is now or will hereafter
become indebted.

Section 6.26. Transaction in Best Interests of Borrower;
Consideration. The transaction evidenced by this Agreement and
the other Loan Documents is in the best interests of the
Borrower, the Guarantor, each of their respective Subsidiaries
and the creditors of such Persons. The direct and indirect
benefits to inure to the Borrower, the Guarantor and each of
their respective Subsidiaries pursuant to this Agreement and the
other Loan Documents constitute substantially more than
"reasonably equivalent value" (as such term is used in Section
548 of the Bankruptcy Code) and "valuable consideration," "fair
value," and "fair consideration," (as such terms are used in any
applicable state fraudulent conveyance law), in exchange for the
benefits to be provided by the Borrower, the Guarantor and each
of their respective Subsidiaries pursuant to this Agreement and
the other Loan Documents, and but for the willingness of the
Guarantor to guaranty the Loan, Borrower would be unable to
obtain the financing contemplated hereunder which financing will
enable the Borrower and its Subsidiaries (including Guarantor) to
have available financing to conduct and expand their business.

Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan
or Note is outstanding or any Bank has any obligation to make any
Loans:

Section 7.1. Punctual Payment. The Borrower will duly and
punctually pay or cause to be paid the principal and interest on
the Loans and all interest and fees provided for in this
Agreement, all in accordance with the terms of this Agreement and
the Notes as well as all other sums owing pursuant to the Loan
Documents.

Section 7.2. Maintenance of Office. The Borrower will
maintain its chief executive office at 2407 Rangeline, Columbia,
Missouri, or at such other place in the United States of America
as the Borrower shall designate upon prior written notice to the
Agent and the Banks, where notices, presentations and demands to
or upon the Borrower in respect of the Loan Documents may be
given or made.

Section 7.3. Records and Accounts. The Borrower will (a)
keep, and cause each of its Subsidiaries to keep, true and
accurate records and books of account in which full, true and
correct entries will be made in accordance with generally
accepted accounting principles and (b) maintain adequate accounts
and reserves for all taxes (including income taxes), depreciation
and amortization of its properties and the properties of its
Subsidiaries, contingencies and other reserves. Neither the
Borrower nor Storage Trust Guarantor nor any of their respective
Subsidiaries shall, without the prior consent of the Majority
Banks, (x) make any material change to the accounting procedures
used by such Person in preparing financial statements and other
information described in Section 6.4 or (y) change its fiscal
year.

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Section 7.4. Financial Statements, Certificates and
Information. The Borrower will deliver to each of the Banks:

(a) as soon as practicable, but in any event not
later than 90 days after the end of each fiscal year of the Borrower,
the audited consolidated balance sheet of the Borrower and its
Subsidiaries at the end of such year, and the related audited
consolidated statements of income, changes in partner's equity
and cash flows for such year, each setting forth in comparative
form the figures for the previous fiscal year and all such
statements to be in reasonable detail, prepared in accordance
with generally accepted accounting principles, and accompanied by
an auditor's report prepared without qualification by Ernst &
Young LLP or by another national accounting firm approved by
Agent. At any time that the Agent has reasonable grounds to
request the same (including, without limitation, at any time that
the Compliance Certificate indicates that the Borrower is at or
near minimum compliance with the financial covenants in this
Agreement), the Agent may require that such report be accompanied
by a written statement from such accountants to the effect that
they have read a copy of this Agreement, and that, in making the
examination necessary for said certification, they have obtained
no knowledge of any Default or Event of Default or, if such
accountants shall have obtained knowledge of any then existing
Default or Event of Default, they shall disclose in such
statement any such Default or Event of Default;

(b) as soon as practicable, but in any event not
later than 60 days after the end of each of the first three fiscal
quarters of the Borrower, copies of the unaudited consolidated
balance sheet of the Borrower and its Subsidiaries as at the end
of such quarter, and the related unaudited consolidated
statements of operations and cash flows for the portion of the
Borrower's fiscal year then elapsed, all in reasonable detail and
prepared in accordance with generally accepted accounting
principles, together with a certification by the principal
financial officer of the Borrower that the information contained
in such financial statements fairly presents the financial
position of the Borrower and its Subsidiaries on the date thereof
(subject to year-end adjustments);

(c) simultaneously with the delivery of the
financial statements referred to in subsections (a) and (b) above,
within thirty (30) days of the filing by Storage Trust Guarantor
of a Form 8-K with the SEC or the filing with the SEC of any other
document amending any other filing made by Storage Trust
Guarantor, a statement (a "Compliance Certificate") certified by
the principal financial officer of the general partner of the
Borrower and the principal financial officer of Storage Trust
Guarantor in the form of Exhibit E hereto setting forth in
reasonable detail computations evidencing compliance with the
described therein, and (if applicable) reconciliations to reflect
changes in generally accepted accounting principles since the
Balance Sheet Date;

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(d) concurrently with the delivery of the
financial statements described in subsection (b) above, a
certificate signed by the President or Chief Financial Officer of
the sole general partner of the Borrower to the effect that, having
read this Agreement, and based upon an examination which they deem
sufficient to enable them to make an informed statement, there does
not exist any Default or Event of Default, or if such Default or
Event of Default has occurred, specifying the facts with respect
thereto;

(e) contemporaneously with the filing or mailing
thereof, copies of all material of a financial nature sent to the
partners of the Borrower;

(f) simultaneously within the delivery of
the financial statement referred to in subsection (a) above, a
statement (i) listing the Real Estate owned by the Borrower and
its Subsidiaries (or in which Borrower or its Subsidiaries owns
an interest) and stating the location thereof, the date acquired
and the acquisition cost, (ii) listing the Indebtedness of the
Borrower and its Subsidiaries (excluding Indebtedness of the type
described in Section 8.1(b)-(e)), which statement shall include,
without limitation, a statement of the original principal amount
of such Indebtedness and the current amount outstanding, the
holder thereof, the maturity date and any extension options, the
interest rate, the collateral provided for such Indebtedness and
whether such Indebtedness is recourse or non-recourse, and
(iii) listing the properties of the Borrower and its Subsidiaries
which are under "development" (as used in Section 8.9) and
providing a brief summary of the status of such development;

(g) promptly after they are filed with the Internal
Revenue Service, copies of all annual federal income tax returns and
amendments thereto of the Borrower;

(h) as soon as available but in no event later
than 30 days after the end of each fiscal quarter, the Rent Roll for
the Unencumbered Operating Properties;

(i) not later than five (5) Business Days after
the Borrower or Storage Trust Guarantor receives notice of the same
from a Rating Agency or otherwise learns of the same, notice of
the issuance of any change in the rating by a Rating Agency in
respect of any debt of the Borrower or Storage Trust Guarantor
(including any change in an Implied Rating), together with the
details thereof, and of any announcement by a Rating Agency that
any such rating is "under review" or that any such rating has
been placed on a watch list or that any similar action has been
taken by the Rating Agency (collectively, a "Rating Notice"); and

(j) from time to time such other financial data
and information in the possession of the Borrower (including without
limitation evidence of payment of taxes, property inspection and
environmental reports and information as to zoning and other
legal and regulatory changes affecting the Borrower) as the Agent
may reasonably request.

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Notwithstanding the forgoing, unless otherwise requested by the
Agent or the Majority Banks, Borrower shall not be required to
deliver the balance sheets, statements or other matters required
by Section 7.4(a) or Section 7.4(b) to the extent the same are
incorporated in the balance sheets, other statements and other
matters delivered to the Banks by Storage Trust Guarantor as and
when required by the Guaranty.

Section 7.5. Notices.

(a) Defaults. The Borrower will promptly notify
the Agent in writing of the occurrence of any Default or Event of
Default. If any Person shall give any notice or take any other
action in respect of a claimed default (whether or not
constituting an Event of Default) under this Agreement or under
any note, evidence of indebtedness, indenture or other obligation
to which or with respect to which the Borrower, any of its
Subsidiaries or the Guarantor is a party or obligor, whether as
principal or surety, and such default would permit the holder of
such note or obligation or other evidence of indebtedness to
accelerate the maturity thereof, which acceleration would have a
material adverse effect on the Borrower or the Guarantor or the
existence of which claimed default might become an Event of
Default under Section 12.1(g), the Borrower shall forthwith give
written notice thereof to the Agent and each of the Banks,
describing the notice or action and the nature of the claimed
default.

(b) Environmental Events. The Borrower will
promptly give notice to the Agent (i) upon the Borrower obtaining
knowledge of any potential or known Release, or threat of
Release, of any Hazardous Substances at or from any Real Estate
of the Borrower or its Subsidiaries; (ii) of any violation of any
Environmental Law that the Borrower or any of its Subsidiaries
reports in writing or is reportable by such Person in writing (or
for which any written report supplemental to any oral report is
made) to any federal, state or local environmental agency and
(iii) upon becoming aware thereof, of any inquiry, proceeding,
investigation, or other action, including a notice from any
agency of potential environmental liability, of any federal,
state or local environmental agency or board, that in either case
involves any Real Estate of the Borrower or its Subsidiaries or
has the potential to materially affect the assets, liabilities,
financial conditions or operations of the Borrower or any
Subsidiary.

(c) Notice of Litigation and Judgments. The
Borrower will give notice to the Agent in writing within 15 days
of becoming aware of any litigation or proceedings threatened in
writing or any pending litigation and proceedings affecting the
Borrower, any of its Subsidiaries or the Guarantor or to which
any of such Persons is or is to become a party involving an
uninsured claim against such Person that could reasonably be
expected to have a materially adverse effect on the Borrower or
the Guarantor and stating the nature and status of such
litigation or proceedings. The Borrower will give notice to the
Agent, in writing, in form and detail satisfactory to the Agent
and each of the Banks, within ten days of any judgment not
covered by insurance, whether final or otherwise, against the
Borrower, any of its Subsidiaries or the Guarantor in an amount
in excess of $1,000,000.00.

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(d) Notice of Proposed Sales, Encumbrances,
Refinance or Transfer. The Borrower will give notice to the Agent of
any proposed or completed sale, encumbrance, refinance or transfer
of any Real Estate of the Borrower or its Subsidiaries within any
fiscal quarter of the Borrower, such notice to be submitted
together with the Compliance Certificate provided or required to
be provided to the Banks under Section 7.4 with respect to such
fiscal quarter. The Compliance Certificate shall with respect to
any proposed or completed sale, encumbrance, refinance or
transfer be adjusted in the best good-faith estimate of the
Borrower to give effect to such sale, encumbrance, refinance or
transfer and demonstrate that no Default or Event of Default with
respect to the covenants referred to therein shall exist after
giving effect to such sale, encumbrance, refinance or transfer.
Notwithstanding the foregoing, in the event of any sale,
encumbrance, refinance or transfer of any Real Estate of the
Borrower or its Subsidiaries involving individually or in a
series of related transactions an amount in excess of
$30,000,000.00, the Borrower shall promptly give notice to the
Agent of such transaction, which notice shall be accompanied by a
certification of the chief financial officer of the sole general
partner of the Borrower that no Default or Event of Default shall
exist after giving affect to such event.

(e) Notification of Banks. Promptly after
receiving any notice under this Section 7.5, the Agent will forward
a copy thereof to each of the Banks, together with copies of any
certificates or other written information that accompanied such
notice.

Section 7.6. Existence; Maintenance of Properties.

(a) The Borrower will do or cause to be done
all things necessary to preserve and keep in full force and effect
its existence as a Delaware limited partnership. The Borrower
will cause each of its Subsidiaries to do or cause to be done all
things necessary to preserve and keep in full force and effect
its legal existence. The Borrower will do or cause to be done
all things necessary to preserve and keep in full force all of
its rights and franchises and those of its Subsidiaries. The
Borrower will, and will cause each of its Subsidiaries to,
continue to engage primarily in the businesses now conducted by
it and in related businesses.

(b) The Borrower (i) will cause all of its
properties and those of its Subsidiaries used or useful in the conduct
of its business or the business of its Subsidiaries to be maintained
and kept in good condition, repair and working order (ordinary
wear and tear excepted) and supplied with all necessary
equipment, and (ii) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof in
all cases in which the failure so to do would have a material
adverse effect on the condition of its properties or on the
financial condition, assets or operations of the Borrower and its
Subsidiaries.

Section 7.7. Insurance. The Borrower will, at its
expense, procure and maintain or cause to be procured and
maintained insurance covering the Borrower, its Subsidiaries and
their respective properties in such amounts and against such
risks and casualties as are customary for properties of similar
character and location, due regard being given to the type of
improvements thereon, their construction, location, use and
occupancy.

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Section 7.8. Taxes. The Borrower and each Subsidiary will
duly pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments and
other governmental charges imposed upon it and upon the Real
Estate, sales and activities, or any part thereof, or upon the
income or profits therefrom, as well as all claims for labor,
materials, or supplies that if unpaid might by law become a lien
or charge upon any of its property; provided that any such tax,
assessment, charge, levy or claim need not be paid if the
validity or amount thereof shall currently be contested in good
faith by appropriate proceedings and if the Borrower or such
Subsidiary shall have set aside on its books adequate reserves
with respect thereto; and provided, further, that forthwith upon
the commencement of proceedings to foreclose any lien that may
have attached as security therefor, the Borrower and each
Subsidiary of the Borrower either (i) will provide a bond issued
by a surety reasonably acceptable to the Agent and sufficient to
stay all such proceedings or (ii) if no such bond is provided,
will pay each such tax, assessment, charge, levy or claim. The
Borrower shall certify annually to the Agent that the Borrower is
in compliance with this Section 7.8 with respect to the
Unencumbered Operating Properties.

Section 7.9. Inspection of Properties and Books. The
Borrower shall permit the Banks, through the Agent or any
representative designated by the Agent, at the Borrower's expense
to visit and inspect any of the properties of the Borrower or any
of its Subsidiaries, to examine the books of account of the
Borrower and its Subsidiaries (and to make copies thereof and
extracts therefrom) and to discuss the affairs, finances and
accounts of the Borrower and its Subsidiaries with, and to be
advised as to the same by, its officers, all at such reasonable
times and intervals as the Agent or any Bank may reasonably
request. The Banks shall use good faith efforts to coordinate
such visits and inspections so as to minimize the interference
with and disruption to the Borrower's normal business operations.

Section 7.10. Compliance with Laws, Contracts, Licenses,
and Permits. The Borrower will comply with, and will cause each
of its Subsidiaries to comply in all respects with (i) all
applicable laws and regulations now or hereafter in effect
wherever its business is conducted, including all Environmental
Laws, (ii) the provisions of its corporate charter, partnership
agreement or declaration of trust, as the case may be, and other
charter documents and bylaws, (iii) all agreements and
instruments to which it is a party or by which it or any of its
properties may be bound, (iv) all applicable decrees, orders, and
judgments, and (v) all licenses and permits required by
applicable laws and regulations for the conduct of its business
or the ownership, use or operation of its properties. If at any
time while any Loan or Note is outstanding or the Banks have any
obligation to make Loans hereunder, any authorization, consent,
approval, permit or license from any officer, agency or
instrumentality of any government shall become necessary or
required in order that the Borrower may fulfill any of its
obligations hereunder, the Borrower will immediately take or
cause to be taken all steps necessary to obtain such
authorization, consent, approval, permit or license and furnish
the Agent and the Banks with evidence thereof.

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Section 7.11. Use of Proceeds. The Borrower will use the
proceeds of the Loans solely to provide short-term financing (a)
for the acquisition by the Borrower of fee interests in Real
Estate which is utilized principally for self-storage facilities
or mini-warehouses (including reasonable transaction costs
related thereto) or Investments permitted by Section 8.3(j), (b)
subject to Section 8.9, for the development by the Borrower, its
Subsidiaries or Affiliates of Real Estate to be used principally
for self-storage facilities or mini-warehouses, (c) for working
capital purposes, and (d) for such other purposes as the Majority
Banks in their discretion from time to time may agree to in
writing. Notwithstanding anything herein to the contrary, the
amount of Loans outstanding at any time which has been advanced
for the purpose described in Section 7.11(c) shall not exceed
$50,000,000.00. Any repayment of a principal portion of the
Loans at a time when any amount of Loans has been advanced for
the purpose described in Section 7.11(c) shall be first allocated
for the purposes of this Section 7.11 to reduce the amount
advanced for the purpose described in Section 7.11(c).

Section 7.12. Further Assurances. The Borrower will
cooperate with, and will cause each of its Subsidiaries to
cooperate with the Agent and the Banks and execute such further
instruments and documents as the Banks or the Agent shall
reasonably request to carry out to their satisfaction the
transactions contemplated by this Agreement and the other Loan
Documents.

Section 7.13. Management; Business Operations. The
Borrower shall cause all Unencumbered Operating Properties at all
times to be managed by Borrower and no change shall occur in such
management without the prior written approval of the Majority
Banks. The Borrower shall operate its business as described in
the Prospectus Supplement and in compliance with the terms and
conditions of this Agreement and the Loan Documents.

Section 7.14. Unencumbered Operating Properties.

(a) The Borrower shall at all times own
Unencumbered Operating Properties which satisfy all of the
following conditions:

(i) the Unencumbered Operating Properties
shall consist solely of Real Estate which has an aggregate
physical occupancy level (on a portfolio basis) of at least
seventy-five percent (75%) for the previous two (2) fiscal
quarters of the Borrower based on bona fide arms-length
tenant leases requiring current rental payments; and

(ii) no more than twenty percent (20%) of
the Asset Value of the Unencumbered Operating Properties may be
located in any one standard metropolitan statistical area.

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(b) The Borrower shall provide to the Agent as of
the Closing Date and concurrently with the delivery of the financial
statements described in Section 7.4(a) (i) a list of the
Unencumbered Operating Properties, (ii) the certification of the
chief financial officer of the sole general partner of the
Borrower of the Asset Values and that such properties are in
compliance with Section 7.14(a) and Section 9.5, (iii) operating
statements setting forth the Net Operating Income and capital
expenditures for each of the Unencumbered Operating Properties
for the previous two (2) fiscal quarters certified as true and
correct by the chief financial officer of the sole general
partner of the Borrower, and (iv) that the Unencumbered Operating
Properties comply with the terms of Sections 6.17 and 6.20. In
the event that all or any material portion of a property within
the Unencumbered Operating Properties shall be damaged or taken
by condemnation, then such property shall no longer be a part of
the Unencumbered Operating Properties unless and until any damage
to such Real Estate is repaired or restored, such Real Estate
becomes fully operational and the Agent shall receive evidence
satisfactory to the Agent of the value and Net Operating Income
of such Real Estate following such repair or restoration.
Schedule 7.14 hereto sets forth the initial Unencumbered
Operating Properties and the Person that owns such Unencumbered
Operating Properties.

(c) Nothing herein shall be construed as an
obligation of the Borrower to grant any mortgage, pledge or
security interest to the Agent or the Banks in any of the
Unencumbered Operating Properties, nor as an obligation of the
Borrower to reserve any particular Unencumbered Operating Property
as potential collateral for the Agent and the Banks.

Section 7.15. Limiting Agreements.

(a) Neither Borrower nor any of its Subsidiaries
shall enter into, any agreement, instrument or transaction which has
or may have the effect of prohibiting or limiting Borrower's or any
Additional Guarantor's ability to pledge to Agent Real Estate
which is owned one hundred percent (100%) in fee simple, by the
Borrower or an Additional Guarantor which is free and clear of
all Liens other than the Liens permitted in Section 8.2(i), (iii)
and (vi) and which has an aggregate value equal to the Borrowing
Base as security for the Loans. Borrower shall take, and shall
cause its Subsidiaries to take, such actions as are necessary to
preserve the right and ability of Borrower and the Additional
Guarantors to pledge those Real Estate assets subject to the
limitation described above, as security for the Loans without any
such pledge after the date hereof causing or permitting the
acceleration (after the giving of notice or the passage of time,
or otherwise) of any other Indebtedness of Borrower or any of its
Subsidiaries.

(b) Borrower shall, upon demand, provide to the
Agent such evidence as the Agent may reasonably require to evidence
Borrower's compliance with this Section 7.15, which evidence
shall include, without limitation, copies of any agreements or
instruments which would in any way restrict or limit the
Borrower's or any Additional Guarantor's ability to pledge assets
as security for Indebtedness, or which provide for the occurrence
of a default (after the giving of notice or the passage of time,
or otherwise) if assets are pledged in the future as security for
Indebtedness of the Borrower or any of its Subsidiaries.

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Section 7.16. Limiting Agreements. Should the Borrower or
the Guarantor or any of their respective Subsidiaries enter into
or modify any agreements or documents pertaining to any existing
or future Indebtedness permitted by Section 8.1(h), which
agreements or documents include covenants (whether affirmative or
negative), warranties, defaults or events of default (or any
other provision which may have the same practical effect as any
of the foregoing) which are individually or in the aggregate more
restrictive against the Borrower, the Guarantor or their
respective Subsidiaries than those set forth herein or in any of
the other Loan Documents, the Borrower shall promptly notify the
Agent and, if requested by the Agent or the Majority Banks, the
Borrower, the Agent, and the Banks shall promptly amend this
Agreement and the other Loan Documents to include some or all of
such more restrictive provisions as determined by the Agent or
the Majority Banks in their sole discretion, and the Borrower
shall cause the Guarantor to consent to such amendment.

Section 7.17. Ownership of Real Estate. All interests
(whether direct or indirect) of the Borrower, the Guarantor or
their respective Subsidiaries in income-producing real estate
assets acquired after the date hereof shall be owned directly by
the Borrower or, subject to Section 8.3, Subsidiaries or
Affiliates of the Borrower; provided, however that if any such
assets are acquired by a Subsidiary of the Borrower, such
Subsidiary shall as a condition to such acquisition become an
Additional Guarantor and comply with the terms of Section 7.19.

Section 7.18. Distributions of Income to the Borrower.
The Borrower shall cause all of its Subsidiaries to promptly
distribute to the Borrower (but not less frequently than once
each fiscal quarter of the Borrower, unless otherwise approved by
the Agent), whether in the form of dividends, distributions or
otherwise, all profits, proceeds or other income relating to or
arising from its Subsidiaries' use, operation, financing,
refinancing, sale or other disposition of their respective assets
and properties after (a) the payment by each Subsidiary of its
Debt Service and operating expenses for such quarter and (b) the
establishment of reasonable reserves for the payment of operating
expenses not paid on at least a quarterly basis and capital
improvements to be made to such Subsidiary's assets and
properties approved by such Subsidiary in the ordinary course of
business consistent with its past practices.

Section 7.19. Additional Guarantors. In the event that
any Subsidiary of the Borrower that is not a Guarantor owns Real
Estate which would otherwise qualify as an Unencumbered Operating
Property and the Borrower desires for the same to become an
Unencumbered Operating Property, then such property may become an
Unencumbered Operating Property but only in the event that all of
the terms and conditions of this Section 7.19 are satisfied:

(a) The Borrower and/or Storage Trust Guarantor
(i) shall and shall continue to fully own such Subsidiary (each such
entity is hereinafter referred to as an "Additional Guarantor");

(b) The organizational agreements of such
Subsidiary or such other resolutions or consents satisfactory to
Agent shall specifically authorize such Subsidiary to guaranty
the Obligations and to pledge the assets of such Subsidiary as
security for the Obligations and the Borrower shall certify to
the Agent that applicable law does not preclude such Subsidiary
from executing such guaranty or pledging its assets to secure the
Obligations;

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(c) All representations in the Loan Documents made
by or with respect to Borrower or Guarantors and their Subsidiaries
in the Loan Documents shall be true and correct with respect to
such Additional Guarantor;

(d) All covenants and agreements herein of the
Borrower and the Guarantors and their Subsidiaries shall be true
and correct with respect to such Additional Guarantor;

(e) No Default or Event of Default shall
exist or might exist in the event that such Subsidiary becomes
an Additional Guarantor or acquires such assets;

(f) Such Additional Guarantor executes and
delivers to Agent a Guaranty and either executes or becomes a party
to the Contribution Agreement. The Contribution Agreement shall
constitute the valid and legally binding obligations of such
parties enforceable against them in accordance with the terms and
provisions thereof, except as enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors'
rights and except to the extent that availability of the remedy
of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may
be brought;

(g) All of the conditions set forth in Section
10 applicable to Guarantors or Loan Documents executed by Guarantors
shall have been satisfied; and

(h) The Real Estate assets acquired or owned
by such Additional Guarantor shall qualify as Unencumbered Operating
Properties hereunder, and such assets, when taken together with
the other Real Estate assets owned by other Guarantors, shall not
cause the Borrower to be in violation of the twenty percent (20%)
limitation on the ownership of Unencumbered Operating Properties
by entities other than the Borrower.

Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan
or Note is outstanding or any of the Banks has any obligation to
make any Loans:

Section 8.1. Restrictions on Indebtedness. The Borrower
will not, and will not permit any of its Subsidiaries to, create,
incur, assume, guarantee or be or remain liable, contingently or
otherwise, with respect to any Indebtedness other than:

(a) Indebtedness to the Banks arising under any of
the Loan Documents;

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

(c) Indebtedness in respect of taxes, assessments,
governmental charges or levies and claims for labor, materials and
supplies to the extent that payment therefor shall not at the time
be required to be made in accordance with the provisions of Section 7.8;

(d) Indebtedness in respect of judgments or
awards that have been in force for less than the applicable period
for taking an appeal so long as execution is not levied thereunder
or in respect of which the Borrower shall at the time in good faith
be prosecuting an appeal or proceedings for review and in respect
of which a stay of execution shall have been obtained pending
such appeal or review;

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

(f) Indebtedness in respect of reverse repurchase
agreements having a term of not more than 180 days with respect to
Investments described in Section 8.3(d) or (e);

(g) Secured Indebtedness of the Borrower and
its Subsidiaries provided that the aggregate outstanding principal
amount of such Indebtedness shall not exceed twenty percent (20%)
of the Borrower's Consolidated Total Assets;

(h) subject to the provisions of Section 9,
unsecured subordinated debt or senior unsecured long-term debt of
the Borrower and its Subsidiaries (which senior unsecured long term
debt of the Borrower may rank pari passu with the Obligations),
provided that (i) the aggregate outstanding principal amount of
such Indebtedness shall not exceed thirty-five percent (35%) of
the Borrower's Consolidated Total Assets, and (ii) at the time
such Indebtedness is issued the scheduled maturity date of such
Indebtedness is not sooner than 180 days after the Maturity Date,
and provided further that neither the Borrower nor any of its
Subsidiaries shall incur any of the Indebtedness described in
this Section 8.1(h) unless it shall have provided to the Banks
(A) prior written notice of the proposed issuance of such
Indebtedness, a statement that no Default or Event of Default
exists and a certificate that the Borrower will be in compliance
with its covenants referred to therein after giving effect to
such incurrence, (B) evidence reasonably satisfactory to the
Agent that the Rating Agency has been advised of the issuance of
such Indebtedness within five (5) days of such issuance, and (C)
upon the request of Agent, evidence that the annual rating
maintenance fee has been paid to the Rating Agency; and

(i) subject to the provisions of Sections 8
and 9, Indebtedness under agreements to purchase property or any
interest therein.

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Section 8.2. Restrictions on Liens, Etc. The Borrower
will not, and will not permit any of its Subsidiaries to, (a)
create or incur or suffer to be created or incurred or to exist
any lien, encumbrance, mortgage, pledge, charge, restriction or
other security interest of any kind upon any of its property or
assets of any character whether now owned or hereafter acquired,
or upon the income or profits therefrom; (b) transfer any of its
property or assets or the income or profits therefrom for the
purpose of subjecting the same to the payment of Indebtedness or
performance of any other obligation in priority to payment of its
general creditors; (c) acquire, or agree or have an option to
acquire, any property or assets upon conditional sale or other
title retention or purchase money security agreement, device or
arrangement; (d) suffer to exist for a period of more than 30
days after the same shall have been incurred any Indebtedness or
claim or demand against it that if unpaid might by law or upon
bankruptcy or insolvency, or otherwise, be given any priority
whatsoever over its general creditors; (e) sell, assign, pledge
or otherwise transfer any accounts, contract rights, general
intangibles, chattel paper or instruments, with or without
recourse; or (f) incur or maintain any obligation to any holder
of Indebtedness of the Borrower or such Subsidiary which
prohibits the creation or maintenance of any lien securing the
Obligation (collectively "Liens"); provided that the Borrower and
any Subsidiary of the Borrower may create or incur or suffer to
be created or incurred or to exist:

(i) liens on properties to secure taxes,
assessments and other governmental charges or claims for
labor, material or supplies in respect of obligations not
overdue except as otherwise permitted by Section 8.1(c);

(ii) liens on properties in respect of
judgments, awards or indebtedness, the Indebtedness with
respect to which is permitted by Section 8.1(d) or Section
8.1(g);

(iii) encumbrances on properties consisting of
easements, rights of way, zoning restrictions, restrictions
on the use of real property and defects and irregularities
in the title thereto, landlord's or lessor's liens under
leases to which the Borrower or a Subsidiary of the Borrower
is a party, and other minor non-monetary liens or
encumbrances none of which interferes materially with the
use of the property affected in the ordinary conduct of the
business of the Borrower and its Subsidiaries or with
respect to which a nationally recognized title insurance
company has insured the Borrower against loss or damage
resulting therefrom, which defects do not individually or in
the aggregate have a materially adverse effect on the
business of the Borrower individually or of the Borrower and
its Subsidiaries on a consolidated basis;

(iv) liens on Real Estate and Short-term
Investments securing Indebtedness permitted by Section 8.1(g);

(v) with the prior approval of the Majority
Banks, liens on Real Estate acquired by the Borrower after the
date of this Agreement secured by previously existing mortgages,
deeds of trust or deeds to secure debt; and

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(vi) liens in favor of the Agent and the Banks as
security for the Obligations.

Section 8.3. Restrictions on Investments. The Borrower
will not, and will not permit any of its Subsidiaries to, make or
permit to exist or to remain outstanding any Investment except
Investments in:

(a) marketable direct or guaranteed obligations of
the United States of America that mature within one (1) year from the
date of purchase by the Borrower or its Subsidiary;

(b) marketable direct obligations of any of the
following: Federal Home Loan Mortgage Corporation, Student Loan
Marketing Association, Federal Home Loan Banks, Federal National
Mortgage Association, Government National Mortgage Association,
Bank for Cooperatives, Federal Intermediate Credit Banks, Federal
Financing Banks, Export-Import Bank of the United States, Federal
Land Banks, or any other agency or instrumentality of the United
States of America;

(c) demand deposits, certificates of deposit,
bankers acceptances and time deposits of United States banks having
total assets in excess of $100,000,000; provided, however, that
the aggregate amount at any time so invested with any single bank
having total assets of less than $1,000,000,000 will not exceed $200,000;

(d) securities commonly known as "commercial
paper" issued by a corporation organized and existing under the
laws of the United States of America or any State which at the
time of purchase are rated by ▇▇▇▇▇'▇ Investors Service, Inc. or
by Standard & Poor's Corporation at not less than "P 1" if then
rated by ▇▇▇▇▇'▇ Investors Service, Inc., and not less than
"A 1", if then rated by Standard & Poor's Corporation;

(e) mortgage-backed securities guaranteed by
the Government National Mortgage Association, the Federal National
Mortgage Association or the Federal Home Loan Mortgage
Corporation and other mortgage-backed bonds which at the time of
purchase are rated by ▇▇▇▇▇'▇ Investors Service, Inc. or by
Standard & Poor's Corporation at not less than "Aa" if then rated
by ▇▇▇▇▇'▇ Investors Service, Inc. and not less than "AA" if then
rated by Standard & Poor's Corporation;

(f) repurchase agreements having a term not
greater than 90 days and fully secured by securities described in
the foregoing subsection (a), (b) or (e) with banks described in the
foregoing subsection (c) or with financial institutions or other
corporations having total assets in excess of $500,000,000;

(g) shares of so-called "money market funds"
registered with the SEC under the Investment Company Act of 1940
which maintain a level per-share value, invest principally in
investments described in the foregoing subsections (a) through
(f) and have total assets in excess of $50,000,000;

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(h) Investments in fee interests in Real
Estateutilized principally for self-storage facilities or
mini-warehouses, including ▇▇▇▇▇▇▇ money deposits relating
thereto and transaction costs;

(i) Subject to Section 8.3(l), Investments in
wholly-owned Subsidiaries of the Borrower and Storage Trust Guarantor;

(j) Investments in Subsidiaries of the Borrower
that are not wholly-owned by the Borrower and Storage Trust Guarantor
and in Affiliates of the Borrower which Investments are not
properly included within Section 8.3(l), provided that in no
event shall the aggregate of such Investments exceed ten percent
(10%) of the Borrower's Consolidated Total Assets;

(k) Investments in purchase money notes payable
to the order of Borrower or any of its Subsidiaries which are
received in connection with the sale by Borrower or any of its
Subsidiaries of Real Estate and in other notes which are not
properly included within Section 8.3(l), provided that the
aggregate outstanding principal balance of such purchase money
notes and other notes shall not at any time exceed five percent
(5%) of Borrower's Consolidated Total Assets; and

(l) (i) Investments in Subsidiaries and Affiliates
of the Borrower, which Subsidiaries and Affiliates are engaged in
development activity pursuant to Section 8.9, (ii) Investments in
mortgages and notes receivables from such Subsidiaries and
Affiliates, and (iii) Investments in mortgages and notes
receivables from parties other than Subsidiaries and Affiliates
of the Borrower which parties are engaged in the development of
self-storage facilities or mini-warehouses which are to be sold
to Borrower or a Subsidiary or Affiliate of the Borrower and
which notes are adequately secured; provided that in no event
shall such Investments (including the principal amount payable
pursuant to such notes) exceed twenty percent (20%) of the
Borrower's Consolidated Total Assets. For the purposes hereof,
notes receivable shall be valued at face value (subject to
reduction as a result of payments thereon).

Section 8.4. Merger, Consolidation. The Borrower will
not, and will not permit any of its Subsidiaries to, become a
party to any merger or consolidation without the prior written
consent of the Majority Banks except (i) the merger or
consolidation of one or more of the Subsidiaries of the Borrower
with and into the Borrower and (ii) the merger or consolidation
of two or more Subsidiaries of the Borrower.

Section 8.5. Sale and Leaseback. The Borrower will not,
and will not permit any of its Subsidiaries to, enter into any
arrangement, directly or indirectly, whereby the Borrower or any
Subsidiary of the Borrower shall sell or transfer any Real Estate
owned by it in order that then or thereafter the Borrower or any
Subsidiary shall lease back such Real Estate.

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Section 8.6. Compliance with Environmental Laws. The
Borrower will not, and will not permit any of its Subsidiaries,
to do any of the following: (a) use any of the Real Estate or
any portion thereof as a facility for the handling, processing,
storage or disposal of Hazardous Substances, except for small
quantities of Hazardous Substances used in the ordinary course of
business and in compliance with all applicable Environmental
Laws, (b) cause or permit to be located on any of the Real Estate
any underground tank or other underground storage receptacle for
Hazardous Substances except in full compliance with Environmental
Laws, (c) generate any Hazardous Substances on any of the Real
Estate except in full compliance with Environmental Laws, (d)
conduct any activity at any Real Estate or use any Real Estate in
any manner so as to cause a Release of Hazardous Substances on,
upon or into the Real Estate or any surrounding properties or any
threatened Release of Hazardous Substances which might give rise
to liability under CERCLA or any other Environmental Law, or
(e) directly or indirectly transport or arrange for the transport
of any Hazardous Substances (except in compliance with all
Environmental Laws).

The Borrower shall:

(i) in the event of any change in Environmental Laws
governing the assessment, release or removal of Hazardous
Substances, which change would lead a prudent lender to require
additional testing to avail itself of any statutory insurance or
limited liability, take all action (including, without
limitation, the conducting of engineering tests at the sole
expense of the Borrower) to confirm that no Hazardous Substances
are or ever were Released or disposed of on the Real Estate; and

(ii) if any Release or disposal of Hazardous Substances
shall occur or shall have occurred on the Real Estate (including
without limitation any such Release or disposal occurring prior
to the acquisition of such Real Estate by the Borrower), cause
the prompt containment and removal of such Hazardous Substances
and remediation of the Real Estate in full compliance with all
applicable laws and regulations and to the satisfaction of the
Majority Banks; provided, that the Borrower shall be deemed to be
in compliance with Environmental Laws for the purpose of this
clause (ii) so long as it or a responsible third party with
sufficient financial resources is taking reasonable action to
remediate or manage any event of noncompliance to the
satisfaction of the Majority Banks and no action shall have been
commenced by any enforcement agency. The Majority Banks may
engage their own Environmental Engineer to review the
environmental assessments and the Borrower's compliance with the
covenants contained herein.

At any time after an Event of Default shall have occurred
hereunder, or, whether or not an Event of Default shall have
occurred, at any time that the Agent or the Majority Banks shall
have reasonable grounds to believe that a Release or threatened
Release of Hazardous Substances may have occurred, relating to
any Real Estate, or that any of the Mortgaged Properties is not
in compliance with the Environmental Laws, the Agent may at its
election (and will at the request of the Majority Banks) obtain
such environmental assessments of such Real Estate prepared by an
Environmental Engineer as may be necessary or advisable for the
purpose of evaluating or confirming (i) whether any Hazardous
Substances are present in the soil or water at or adjacent to
such Real Estate and (ii) whether the use and operation of such

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Real Estate comply with all Environmental Laws. Environmental
assessments may include detailed visual inspections of such Real
Estate including, without limitation, any and all storage areas,
storage tanks, drains, dry ▇▇▇▇▇ and leaching areas, and the
taking of soil samples, as well as such other investigations or
analyses as are necessary or appropriate for a complete
determination of the compliance of such Real Estate and the use
and operation thereof with all applicable Environmental Laws.
All such environmental assessments shall be at the sole cost and
expense of the Borrower.

Section 8.7. Distributions. The Borrower will not pay any
Distribution to the partners of the Borrower if such Distribution
is in excess of the greater of the amount which, when added to
the amount of all other Distributions paid in the same fiscal
quarter and the preceding fiscal quarter would exceed (i) ninety
percent (90%) of its Funds from Operations for the two (2)
consecutive fiscal quarters ending prior to the quarter in which
such Distribution is paid, or (ii) one hundred percent (100%) of
its Funds Available for Distribution for the two (2) consecutive
fiscal quarters ending prior to the quarter in which such
Distribution is paid. The foregoing limitation on Distributions
shall not preclude the Borrower from paying Distributions to
Storage Trust Guarantor in an amount equal to the minimum
Distributions required under the Code to maintain the REIT Status
of Storage Trust Guarantor.

Section 8.8. Asset Sales. Neither the Borrower nor any
Subsidiary shall sell, transfer or otherwise dispose of any Real
Estate or any of the Unencumbered Operating Properties in excess
of $20,000,000.00 (except as the result of a condemnation or
casualty and except for the granting of Permitted Liens, as
applicable) unless there shall have been delivered to the Banks a
statement that no Default or Event of Default exists and a
certification that the Borrower will be in compliance with its
covenants referred to therein after giving effect to such sale,
transfer or other disposition.

Section 8.9. Development Activity. Neither the Guarantor,
the Borrower nor any Subsidiary or Affiliate thereof shall
engage, directly or indirectly, in the development, construction
or substantial renovation or rehabilitation of Real Estate,
except that the Borrower or a Subsidiary or Affiliate may develop
for its own account during a fiscal year of the Borrower
properties to be used principally for self-storage facilities or
mini-warehouses provided that in any fiscal year such development
shall be limited to the lesser of (i) any number of projects with
respect to which the aggregate cost of acquiring the Real Estate
and developing the improvements thereon (assuming the full costs
of developing such properties) is not reasonably anticipated to
exceed twenty percent (20%) of the Asset Value of the Borrower's
Consolidated Total Assets and (ii) any number of projects with
respect to which the aggregate Net Rentable Area to be developed
that would be available for leasing upon completion does not
exceed ten percent (10%) of the Net Rentable Area within the Real
Estate owned in fee by the Borrower and its Subsidiaries for the
preceding four fiscal quarters (excluding such projects under
development). Any Investments pursuant to Section 8.3(l) shall
be counted against the foregoing limits. For purposes of this
Section 8.9, the term "development" shall include the new
construction of a self-storage facility or mini-warehouse, but
shall not include the addition of related facilities to existing
Real Estate which is already used principally for a self-storage
facility or mini-warehouse. A project shall be considered to be
under development until final certificates of occupancy or the
equivalent have been issued for the entire project.

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Section 8.10. Sources of Capital. The Borrower shall, at
all times that the Borrower or any of its Subsidiaries is
engaging in any development as provided in Section 8.9 or has
entered into any agreement to acquire properties under purchase
agreements, maintain available sources of capital equal to the
total cost to acquire and complete such developments and to
purchase such properties, which sources of capital shall be
acceptable to the Agent in its reasonable discretion. Amounts
available to be disbursed for such purposes pursuant to this
Agreement may be considered as a source of capital for the
purposes of this Section 8.10.

Section 8.11. Restriction on Prepayment of Indebtedness.
The Borrower shall not prepay the principal amount, in whole or
in part, of any Indebtedness other than the Obligations after the
occurrence of any Event of Default; provided, however, that this
Section 8.11 shall not prohibit the prepayment of Indebtedness
which is financed solely from the proceeds of a new loan which
would otherwise be permitted by the terms of Section 8.1.

Section 8.12. Restrictions on Dilution. The Borrower
shall not permit Storage Trust Guarantor to directly own and
control less than fifty percent (50%) of the ownership and voting
interests in the Borrower.

Section 9. FINANCIAL COVENANTS OF THE BORROWER.

The Borrower covenants and agrees that, so long as any Loan
or Note is outstanding or any Bank has any obligation to make any
Loans it will comply with the following:

Section 9.1. Liabilities to Assets Ratio.

(a) The Borrower will not, at the end of any
fiscal quarter, permit the ratio of Consolidated Total Liabilities
to Consolidated Total Assets of the Borrower to exceed 0.50 to 1.

(b) The Borrower will not permit the Consolidated
Debt of the Borrower and its Subsidiaries to exceed forty-five percent
(45%) of Consolidated Adjusted Capitalization of the Borrower and
its Subsidiaries.

(c) The Borrower will not permit the Consolidated
Debt of Storage Trust Guarantor and its Subsidiaries to exceed forty-
five percent (45%) of Consolidated Adjusted Capitalization of
Storage Trust Guarantor and its Subsidiaries.

(d) Capitalized terms used in Section 9.1(b) and
(c) that are not otherwise defined in Section 1.1 shall have the
meanings set forth on Schedule 9.1 hereof.

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Section 9.2. Debt Coverage. The Borrower will not, at the
end of any fiscal quarter, permit the Consolidated Operating Cash
Flow of the Borrower and its Subsidiaries for such quarter and
the preceding quarter (treated as a single accounting period)
(the "Test Period") to be less than 2.25 times the Debt Service
for the Test Period.

Section 9.3. Fixed Charge Coverage. The Borrower will
not, at the end of any fiscal quarter, permit the sum equal to
(a) Funds from Operations plus (b) interest expense of the
Borrower and its Subsidiaries minus (c) the Capital Improvement
Reserve minus (d) the minimum Distributions required under the
Code to maintain the REIT Status of the Guarantor minus (e) the
Actual Scheduled Principal Payments for the Test Period, to be
less than 1.25 times the interest expense of the Borrower and its
Subsidiaries (including capitalized interest) for the Test
Period.

Section 9.4. Shareholder's Equity. The Borrower will not,
at the end of any fiscal quarter, permit the Shareholder's Equity
to be less than the sum of (a) $240,000,000.00 plus (b) ninety
percent (90%) of the net proceeds from any Equity Offering of
Storage Trust Guarantor made after the Closing Date.

Section 9.5. Borrowing Base. Borrower will not, at the
end of any fiscal quarter, permit the outstanding principal
balance of the Loans as of the date of determination to be
greater than the Borrowing Base as determined as of the same
date.

Section 10. CLOSING CONDITIONS.

The obligations of the Agent and the Banks to make the
initial Loans shall be subject to the satisfaction of the
following conditions precedent on or prior to January 25, 1998:

Section 10.1. Loan Documents. Each of the Loan Documents
shall have been duly executed and delivered by the respective
parties thereto, shall be in full force and effect and shall be
in form and substance satisfactory to the Majority Banks. The
Agent shall have received a fully executed copy of each such
document, except that each Bank shall have received a fully
executed counterpart of its Note.

Section 10.2. Certified Copies of Organizational
Documents. The Agent shall have received from the Borrower a
copy, certified as of a recent date by the appropriate officer of
each State in which the Borrower and the Guarantor is organized
and a duly authorized officer or partner of Borrower and the
Guarantor, as applicable, to be true and complete, of the
partnership agreement or declaration of trust of the Borrower and
the Guarantor, as applicable, or its qualification to do
business, as applicable, as in effect on such date of
certification.

Section 10.3. Bylaws; Resolutions. All action on the part
of the Borrower and the Guarantor necessary for the valid
execution, delivery and performance by the Borrower and the
Guarantor of this Agreement and the other Loan Documents to which
it is or is to become a

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party shall have been duly and effectively taken, and evidence
thereof satisfactory to the Agent shall have been provided to the
Agent. The Agent shall have received from the Borrower and the
Guarantor true copies of their respective bylaws and the
resolutions adopted by its partners or board of trustees
authorizing the transactions described herein, each certified by
its general partner or secretary as of a recent date to be true and
complete.

Section 10.4. Incumbency Certificate; Authorized Signers.
The Agent shall have received from the Borrower and the Guarantor
an incumbency certificate, dated as of the Closing Date, signed
by a duly authorized partner or officer of the Borrower and the
Guarantor, as applicable, and giving the name and bearing a
specimen signature of each individual who shall be authorized to
sign, in the name and on behalf of the Borrower and the
Guarantor, each of the Loan Documents to which the Borrower and
the Guarantor is or is to become a party. The Agent also shall
have received from the Borrower a certificate, dated as of the
Closing Date, signed by a duly authorized partner of the Borrower
and giving the name of and specimen signature of each individual
who shall be authorized to make Loan and Conversion Requests and
to give notices and to take other action on behalf of the
Borrower under the Loan Documents.

Section 10.5. Opinion of Counsel. The Agent shall have
received a favorable opinion addressed to the Banks and the Agent
and dated as of the Closing Date, in form and substance
satisfactory to the Agent, from ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇, counsel of
the Borrower and the Guarantor, as to such matters as the Agent
shall reasonably request.

Section 10.6. Payment of Fees. The Borrower shall have
paid to the Agent the fees required to be paid as of the Closing
Date pursuant to Section 4.2 and Section 4.2A.

Section 10.7. Performance; No Default. The Borrower shall
have performed and complied with all terms and conditions herein
required to be performed or complied with by it on or prior to
the Closing Date, and on the Closing Date there shall exist no
Default or Event of Default.

Section 10.8. Representations and Warranties. The
representations and warranties made by the Borrower and the
Guarantor in the Loan Documents or otherwise made by or on behalf
of the Borrower, the Guarantor or any Subsidiaries in connection
therewith or after the date thereof shall have been true and
correct in all material respects when made and shall also be true
and correct in all material respects on the Closing Date.

Section 10.9. Proceedings and Documents. All proceedings
in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall be reasonably
satisfactory to the Agent and the Agent's Special Counsel in form
and substance, and the Agent shall have received all information
and such counterpart originals or certified copies of such
documents and such other certificates, opinions or documents as
the Agent and the Agent's Special Counsel may reasonably require.

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Section 10.10. Compliance Certificate. A Compliance
Certificate dated as of the date of the Closing Date
demonstrating compliance with each of the covenants calculated
therein as of the most recent fiscal quarter end for which the
Borrower and the Guarantor have provided financial statements
under Section 6.4 adjusted in the best good faith estimate of the
Borrower and the Guarantor dated as of the date of the Closing
Date shall have been delivered to the Agent.

Section 10.11. Other. The Agent shall have reviewed such
other documents, instruments, certificates, opinions, assurances,
consents and approvals as the Agent or the Agent's Special
Counsel may reasonably have requested.

Section 11. CONDITIONS TO ALL BORROWINGS.

The obligations of the Banks to make any Loan, whether on or
after the Closing Date, shall also be subject to the satisfaction
of the following conditions precedent:

Section 11.1. Prior Conditions Satisfied. All conditions
set forth in Section 10 shall continue to be satisfied as of the
date upon which any Loan is to be made.

Section 11.2. Representations True; No Default. Each of
the representations and warranties of the Borrower and the
Guarantor contained in this Agreement, the other Loan Documents
or in any document or instrument delivered pursuant to or in
connection with this Agreement shall be true as of the date as of
which they were made and shall also be true at and as of the time
of the making of such Loan, with the same effect as if made at
and as of that time (except to the extent of changes resulting
from transactions contemplated or permitted by this Agreement and
the other Loan Documents and changes occurring in the ordinary
course of business that singly or in the aggregate are not
materially adverse, and except to the extent that such
representations and warranties relate expressly to an earlier
date) and no Default or Event of Default shall have occurred and
be continuing.

Section 11.3. No Legal Impediment. No change shall have
occurred in any law or regulations thereunder or interpretations
thereof that in the reasonable opinion of any Bank would make it
illegal for such Bank to make such Loan.

Section 11.4. Governmental Regulation. Each Bank shall
have received such statements in substance and form reasonably
satisfactory to such Bank as such Bank shall reasonably require
for the purpose of compliance with any applicable regulations of
the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

Section 11.5. Proceedings and Documents. All proceedings
in connection with the Loan shall be satisfactory in substance
and in form to the Agent, and the Agent shall have received all
information and such counterpart originals or certified or other
copies of such documents as the Agent may reasonably request.

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Section 11.6. Borrowing Documents. In the case of any
request for a Loan, the Agent shall have received a copy of the
request for a Loan required by Section 2.6 in the form of Exhibit
C hereto, fully completed.

Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC.

Section 12.1. Events of Default and Acceleration. If any
of the following events ("Events of Default" or, if the giving of
notice or the lapse of time or both is required, then, prior to
such notice or lapse of time, "Defaults") shall occur:

(a) the Borrower shall fail to pay any principal
of the Loans when the same shall become due and payable, whether at
the stated date of maturity or any accelerated date of maturity
or at any other date fixed for payment;

(b) the Borrower shall fail to pay any interest
on the Loans or any other sums due hereunder or under any of the other
Loan Documents, when the same shall become due and payable,
whether at the stated date of maturity or any accelerated date of
maturity or at any other date fixed for payment;

(d) the Borrower shall fail to comply with any
covenant contained in Section 9, and such failure shall continue
for 30 days after written notice thereof shall have been given to
the Borrower by the Agent;

(e) the Borrower or any of its Subsidiaries
or the Guarantor shall fail to perform any other term, covenant or
agreement contained herein or in any of the other Loan Documents
(other than those specified above in this Section 12);

(f) any representation or warranty of the Borrower
or any of its Subsidiaries or the Guarantor in this Agreement or any
other Loan Document, or in any report, certificate, financial
statement, request for a Loan, or in any other document or
instrument delivered pursuant to or in connection with this
Agreement, any advance of a Loan or any of the other Loan
Documents shall prove to have been false in any material respect
upon the date when made or deemed to have been made or repeated;

(g) the Borrower or any of its Subsidiaries or
the Guarantor shall fail to pay when due or at maturity, or within
any applicable period of grace, any obligation for borrowed money
or credit received or other Indebtedness, or fail to observe or
perform any material term, covenant or agreement contained in any
agreement by which it is bound, evidencing or securing any such
borrowed money or credit received or other Indebtedness for such
period of time as would permit (assuming the giving of
appropriate notice if required) the holder or holders thereof or
of any obligations issued thereunder to accelerate the maturity

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thereof; provided that the events described in this Section
12.1(g) shall not constitute an Event of Default unless such
failure to pay or perform, together with any other failures to
pay or perform, involve singly or in the aggregate obligations
for borrowed money or credit received or other Indebtedness
totaling in excess of $5,000,000.00;

(h) the Borrower or any of its Subsidiaries
or the Guarantor, (i) shall make an assignment for the benefit of
creditors, or admit in writing its general inability to pay or
generally fail to pay its debts as they mature or become due, or
shall petition or apply for the appointment of a trustee or other
custodian, liquidator or receiver of the Borrower or any of its
Subsidiaries or the Guarantor or of any substantial part of the
assets of any thereof, (ii) shall commence any case or other
proceeding relating to the Borrower or any of its Subsidiaries or
the Guarantor under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation or
similar law of any jurisdiction, now or hereafter in effect, or
(iii) shall take any action to authorize or in furtherance of any
of the foregoing;

(i) a petition or application shall be filed
for the appointment of a trustee or other custodian, liquidator or
receiver of the Borrower or any of its Subsidiaries or the
Guarantor or any substantial part of the assets of any thereof,
or a case or other proceeding shall be commenced against the
Borrower or any of its Subsidiaries or the Guarantor under any
bankruptcy, reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, and the Borrower or any
of its Subsidiaries or the Guarantor shall indicate its approval
thereof, consent thereto or acquiescence therein or such
petition, application, case or proceeding shall not have been
dismissed within 60 days following the filing or commencement
thereof;

(j) a decree or order is entered appointing any
such trustee, custodian, liquidator or receiver or adjudicating the
Borrower or any of its Subsidiaries or the Guarantor bankrupt or
insolvent, or approving a petition in any such case or other
proceeding, or a decree or order for relief is entered in respect
of the Borrower or any of its Subsidiaries or the Guarantor, in
each case of the foregoing in an involuntary case under federal
bankruptcy laws as now or hereafter constituted;

(k) there shall remain in force, undischarged,
unsatisfied and unstayed, for more than 60 days, whether or not
consecutive, any uninsured final judgment against the Borrower or
any of its Subsidiaries or the Guarantor that, with other
outstanding uninsured final judgments, undischarged, against the
Borrower or any of its Subsidiaries or the Guarantor exceeds in
the aggregate $5,000,000.00;

(l) if any of the Loan Documents shall be
canceled, terminated, revoked or rescinded otherwise than in
accordance with the terms thereof or with the express prior
written agreement, consent or approval of the Banks, or any action
at law, suit in equity or other legal proceeding to cancel, revoke
or rescind any of the Loan Documents shall be commenced by or on
behalf of the Borrower or the Guarantor or any of its holders of
Voting

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Interests, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a
determination that, or issue a judgment, order, decree or ruling to
the effect that, any one or more of the Loan Documents is illegal,
invalid or unenforceable in accordance with the terms thereof in
any material respect as determined by the Majority Banks;

(m) any dissolution, termination, partial or
complete liquidation, merger or consolidation of the Borrower or
the Guarantor, or any sale, transfer or other disposition of the
assets of the Borrower or the Guarantor, other than as permitted
under the terms of this Agreement or the other Loan Documents;

(n) any suit or proceeding shall be filed against
the Borrower or the Guarantor or any of their respective assets which
in the good faith business judgment of the Majority Banks after
giving consideration to the likelihood of success of such suit or
proceeding and the availability of insurance to cover any
judgment with respect thereto and based on the information
available to them, if adversely determined, would have a
materially adverse affect on the ability of the Borrower or the
Guarantor to perform each and every one of their respective
obligations under and by virtue of the Loan Documents;

(o) the Borrower or the Guarantor shall be
indicted for a federal crime, a punishment for which could include
the forfeiture of any assets of the Borrower or the Guarantor; or

(p) the Guarantor denies that the Guarantor has
any liability or obligation under the Guaranty, or shall notify the
Agent or any of the Banks of the Guarantor's intention to attempt
to cancel or terminate the Guaranty, or shall fail to observe or
comply with any term, covenant, condition or agreement under the
Guaranty; or

(q) ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall cease to be the Chairman/
Board of Trustees of, or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be the Chief
Executive Officer of, Storage Trust Guarantor, and a competent
and experienced successor for such Person shall not be approved
by the Majority Banks within six (6) months of such event, such
approval not to be unreasonably withheld or delayed; or

(r) ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall no longer own directly or beneficially,
on a combined basis, at least two hundred thousand (200,000) issued
and outstanding shares of stock of Storage Trust Guarantor or
partnership units of Borrower convertible into an equivalent
number of shares of stock of Storage Trust Guarantor;

then, and in any such event, the Agent may, and upon the request
of the Majority Banks shall, by notice in writing to the Borrower
declare all amounts owing with respect to this Agreement, the
Notes and the other Loan Documents to be, and they shall
thereupon forthwith become, immediately due and payable without
presentment, demand, protest or

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other notice of any kind, all of which are hereby expressly waived
by the Borrower; provided that in the event of any Event of Default
specified in Section 12.1(h), Section 12.1(i) or Section 12.1(j),
all such amounts shall become immediately due and payable
automatically and without any requirement of notice from any of the
Banks or the Agent. The Borrower and any other Person shall be
entitled to conclusively rely on a statement from the Agent that it
has the authority to act for and bind the Banks pursuant to this
Agreement and the other Loan Documents.

Section 12.1A. Limitation of Cure Periods.

(a) Notwithstanding anything contained in
Section 12.1 to the contrary, (i) no Event of Default shall exist
hereunder upon the occurrence of any failure described in Section
12.1(a) or Section 12.1(b) in the event that the Borrower cures
such default within five (5) days following receipt of written
notice of such default, provided, however, that Borrower shall not
be entitled to receive more than two (2) notices in the aggregate
pursuant to this clause (i) in any period of 365 days ending on
the date of any such occurrence of default, and provided further
that no such cure period shall apply to any payments due upon the
maturity of the Notes, and (ii) no Event of Default shall exist
hereunder upon the occurrence of any failure described in Section
12.1(e) in the event that the Borrower cures such default with
thirty (30) days following receipt of written notice of such
default, provided that the provisions of this clause (ii) shall
not pertain to any default consisting of a failure to comply with
Section 7.4(c), or to any default excluded from any provision of
cure of defaults contained in any other of the Loan Documents.

(b) Notwithstanding the provisions of subsections
(d) and (e) of Section 12.1, the cure periods provided therein shall
not be allowed and the occurrence of a Default thereunder immediately
shall constitute an Event of Default for all purposes of this
Agreement and the other Loan Documents if, within the period of
twelve months immediately preceding the occurrence of such Default,
there shall have occurred two periods of cure or portions thereof
under any one or more of said subsections.

Section 12.2. Termination of Commitments. If any one or
more Events of Default specified in Section 12.1(h), Section
12.1(i) or Section 12.1(j) shall occur, then immediately and
without any action on the part of the Agent or any Bank any
unused portion of the credit hereunder shall terminate and the
Banks shall be relieved of all obligations to make Loans to the
Borrower. If any other Event of Default shall have occurred and
be continuing, the Agent, upon the election of the Majority
Banks, may by notice to the Borrower terminate the obligation to
make Loans to the Borrower. No termination under this Section
12.2 shall relieve the Borrower of its obligations to the Banks
arising under this Agreement or the other Loan Documents.

Section 12.3. Remedies. In case any one or more of the
Events of Default shall have occurred and be continuing, and
whether or not the Banks shall have accelerated the maturity of
the Loans pursuant to Section 12.1, the Agent on behalf of the
Banks, may, with the consent of the Majority Banks but not
otherwise, proceed to protect and enforce their rights and

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remedies under this Agreement, the Notes or any of the other Loan
Documents by suit in equity, action at law or other appropriate
proceeding, whether for the specific performance of any covenant
or agreement contained in this Agreement and the other Loan
Documents or any instrument pursuant to which the Obligations are
evidenced, including to the full extent permitted by applicable
law the obtaining of the ex parte appointment of a receiver, and,
if such amount shall have become due, by declaration or
otherwise, proceed to enforce the payment thereof or any other
legal or equitable right. No remedy herein conferred upon the
Agent or the holder of any Note is intended to be exclusive of
any other remedy and each and every remedy shall be cumulative
and shall be in addition to every other remedy given hereunder or
now or hereafter existing at law or in equity or by statute or
any other provision of law. In the event that all or any portion
of the Obligations is collected by or through an attorney-at-law,
the Borrower shall pay all costs of collection including, but not
limited to, reasonable attorney's fees not to exceed fifteen
percent (15%) of such portion of the Obligations.

Section 12.4. Distribution of Proceeds. In the event
that, following the occurrence or during the continuance of any
Event of Default, any monies are received in connection with the
enforcement of any of the Loan Documents, or otherwise with
respect to the realization upon any of the assets of the
Borrower, such monies shall be distributed for application as
follows:

(a) First, to the payment of, or (as the case
may be) the reimbursement of, the Agent for or in respect of all
reasonable costs, expenses, disbursements and losses which shall
have been incurred or sustained by the Agent in connection with
the collection of such monies by the Agent, for the exercise,
protection or enforcement by the Agent of all or any of the
rights, remedies, powers and privileges of the Agent under this
Agreement or any of the other Loan Documents or in support of any
provision of adequate indemnity to the Agent against any taxes or
liens which by law shall have, or may have, priority over the
rights of the Agent to such monies;

(b) Second, to all other Obligations in such
order or preference as the Majority Banks shall determine; provided,
however, that (i) Swing Loans shall be repaid first, (ii)
distributions in respect of such other Obligations shall be made
pari passu among Obligations with respect to the Agent's fee
payable pursuant to Section 4.3 and all other Obligations,
(iii) in the event that any Bank shall have wrongfully failed or
refused to make an advance under Section 2.7 and such failure or
refusal shall be continuing, advances made by other Banks during
the pendency of such failure or refusal shall be entitled to be
repaid as to principal and accrued interest in priority to the
other Obligations described in this subsection (b), and (iv)
Obligations owing to the Banks with respect to each type of
Obligation such as interest, principal, fees and expenses (but
excluding Swing Loans), shall be made among the Banks pro rata;
and provided, further that the Majority Banks may in their
discretion make proper allowance to take into account any
Obligations not then due and payable; and

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Section 13. SETOFF.

Regardless of the adequacy of any collateral, during the
continuance of any Event of Default, any deposits (general or
specific, time or demand, provisional or final, regardless of
currency, maturity, or the branch of where such deposits are
held) or other sums credited by or due from any of the Banks to
the Borrower or the Guarantor and any securities or other
property of the Borrower or the Guarantor in the possession of
such Bank may be applied to or set off against the payment of
Obligations and any and all other liabilities, direct, or
indirect, absolute or contingent, due or to become due, now
existing or hereafter arising, of the Borrower to such Bank.
Each of the Banks agrees with each other Bank that if such Bank
shall receive from the Borrower or the Guarantor, whether by
voluntary payment, exercise of the right of setoff, or otherwise,
and shall retain and apply to the payment of the Note or Notes
held by such Bank (but excluding the Swing Loan Note) any amount
in excess of its ratable portion of the payments received by all
of the Banks with respect to the Notes held by all of the Banks,
such Bank will make such disposition and arrangements with the
other Banks with respect to such excess, either by way of
distribution, pro tanto assignment of claims, subrogation or
otherwise as shall result in each Bank receiving in respect of
the Notes held by it its proportionate payment as contemplated by
this Agreement; provided that if all or any part of such excess
payment is thereafter recovered from such Bank, such disposition
and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.

Section 14. THE AGENT.

Section 14.1. Authorization. The Agent is authorized to
take such action on behalf of each of the Banks and to exercise
all such powers as are hereunder and under any of the other Loan
Documents and any related documents delegated to the Agent,
together with such powers as are reasonably incident thereto,
provided that no duties or responsibilities not expressly assumed
herein or therein shall be implied to have been assumed by the
Agent. The obligations of the Agent are primarily administrative
in nature, and nothing contained in this Agreement or any of the
other Loan Documents shall be construed to constitute the Agent
as a trustee for any Bank or to create an agency or fiduciary
relationship. The Borrower and any other Person shall be
entitled to conclusively rely on a statement from the Agent that
it has the authority to act for and bind the Banks pursuant to
this Agreement and the other Loan Documents.

Section 14.2. Employees and Agents. The Agent may
exercise its powers and execute its duties by or through
employees or agents and shall be entitled to take, and to rely
on, advice of counsel concerning all matters pertaining to its
rights and duties under this Agreement and the other Loan
Documents. The Agent may utilize the services of such Persons as
the Agent may reasonably determine, and all reasonable fees and
expenses of any such Persons shall be paid by the Borrower.

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Section 14.3. No Liability. Neither the Agent nor any of
its shareholders, directors, officers or employees nor any other
Person assisting them in their duties nor any agent, or employee
thereof, shall be liable for any waiver, consent or approval
given or any action taken, or omitted to be taken, in good faith
by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the
consequences of any oversight or error of judgment whatsoever,
except that the Agent or such other Person, as the case may be,
may be liable for losses due to its willful misconduct or gross
negligence.

Section 14.4. No Representations. The Agent shall not be
responsible for the execution or validity or enforceability of
this Agreement, the Notes, any of the other Loan Documents or any
instrument at any time constituting, or intended to constitute,
collateral security for the Notes, or for the value of any such
collateral security or for the validity, enforceability or
collectability of any such amounts owing with respect to the
Notes, or for any recitals or statements, warranties or
representations made herein or in any of the other Loan Documents
or in any certificate or instrument hereafter furnished to it by
or on behalf of the Borrower or any of its Subsidiaries or the
Guarantor, or be bound to ascertain or inquire as to the
performance or observance of any of the terms, conditions,
covenants or agreements herein or in any other of the Loan
Documents. The Agent shall not be bound to ascertain whether any
notice, consent, waiver or request delivered to it by the
Borrower or the Guarantor or any holder of any of the Notes shall
have been duly authorized or is true, accurate and complete. The
Agent has not made nor does it now make any representations or
warranties, express or implied, nor does it assume any liability
to the Banks, with respect to the creditworthiness or financial
condition of the Borrower or any of its Subsidiaries or the
Guarantor. Each Bank acknowledges that it has, independently and
without reliance upon the Agent or any other Bank, and based upon
such information and documents as it has deemed appropriate, made
its own credit analysis and decision to enter into this
Agreement. Each Bank also acknowledges that it will,
independently and without reliance upon the Agent or any other
Bank, based upon such information and documents as it deems
appropriate at the time, continue to make its own credit analysis
and decisions in taking or not taking action under this Agreement
and the other Loan Documents.

Section 14.5. Payments.

(a) A payment by the Borrower or the Guarantor to
the Agent hereunder or under any of the other Loan Documents for the
account of any Bank shall constitute a payment to such Bank. The
Agent agrees to distribute to each Bank not later than one
Business Day after the Agent's receipt of good funds, determined
in accordance with the Agent's customary practices, such Bank's
pro rata share of payments received by the Agent for the account
of the Banks except as otherwise expressly provided herein or in
any of the other Loan Documents. In the event that the Agent
fails to distribute such amounts within one Business Day as
provided above, the Agent shall pay interest on such amount at a
rate per annum equal to the Federal Funds Effective Rate from
time to time in effect.

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(b) If in the opinion of the Agent the distribution
of any amount received by it in such capacity hereunder, under the
Notes or under any of the other Loan Documents might involve it
in liability, it may refrain from making distribution until its
right to make distribution shall have been adjudicated by a court
of competent jurisdiction. If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the
Agent is to be repaid, each Person to whom any such distribution
shall have been made shall either repay to the Agent its
proportionate share of the amount so adjudged to be repaid or
shall pay over the same in such manner and to such Persons as
shall be determined by such court.

(c) Notwithstanding anything to the contrary
contained in this Agreement or any of the other Loan Documents, any
Bank that fails (i) to make available to the Agent its pro rata share
of any Loan or (ii) to comply with the provisions of Section 13
with respect to making dispositions and arrangements with the
other Banks, where such Bank's share of any payment received,
whether by setoff or otherwise, is in excess of its pro rata
share of such payments due and payable to all of the Banks, in
each case as, when and to the full extent required by the
provisions of this Agreement, shall be deemed delinquent (a
"Delinquent Bank") and shall be deemed a Delinquent Bank until
such time as such delinquency is satisfied. A Delinquent Bank
shall be deemed to have assigned any and all payments due to it
from the Borrower and the Guarantor, whether on account of
outstanding Loans, interest, fees or otherwise, to the remaining
nondelinquent Banks for application to, and reduction of, their
respective pro rata shares of all outstanding Loans. The
Delinquent Bank hereby authorizes the Agent to distribute such
payments to the nondelinquent Banks in proportion to their
respective pro rata shares of all outstanding Loans. A
Delinquent Bank shall be deemed to have satisfied in full a
delinquency when and if, as a result of application of the
assigned payments to all outstanding Loans of the nondelinquent
Banks or as a result of other payments by the Delinquent Banks to
the nondelinquent Banks, the Banks' respective pro rata shares of
all outstanding Loans have returned to those in effect
immediately prior to such delinquency and without giving effect
to the nonpayment causing such delinquency.

Section 14.6. Holders of Notes. Subject to the terms of
Article 18, the Agent may deem and treat the payee of any Note as
the absolute owner or purchaser thereof for all purposes hereof
until it shall have been furnished in writing with a different
name by such payee or by a subsequent holder, assignee or
transferee.

Section 14.7. Indemnity. The Banks ratably agree hereby
to indemnify and hold harmless the Agent from and against any and
all claims, actions and suits (whether groundless or otherwise),
losses, damages, costs, expenses (including any expenses for
which the Agent has not been reimbursed by the Borrower as
required by Section 15), and liabilities of every nature and
character arising out of or related to this Agreement, the Notes,
or any of the other Loan Documents or the transactions
contemplated or evidenced hereby or thereby, or the Agent's
actions taken hereunder or thereunder, except to the extent that
any of the same shall be directly caused by the Agent's willful
misconduct or gross negligence.

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Section 14.8. Agent as Bank. In its individual capacity,
BKB shall have the same obligations and the same rights, powers
and privileges in respect to its Commitment and the Loans made by
it, and as the holder of any of the Notes as it would have were
it not also the Agent.

Section 14.9. Resignation. Subject to the terms of
Section 18.1, the Agent may resign at any time by giving 60 days'
prior written notice thereof to the Banks and the Borrower. Upon
any such resignation, the Majority Banks shall have the right to
appoint as a successor Agent any Bank or any other bank whose
senior debt obligations are rated not less than "A" or its
equivalent by ▇▇▇▇▇'▇ Investors Service, Inc. or not less than
"A" or its equivalent by Standard & Poor's corporation and which
has total assets in excess of $10 billion. Unless a Default or
Event of Default shall have occurred and be continuing, such
successor Agent shall be reasonably acceptable to the Borrower.
If no successor Agent shall have been so appointed by the
Majority Banks and shall have accepted such appointment within 30
days after the retiring Agent's giving of notice of resignation,
then the retiring Agent may, on behalf of the Banks, appoint a
successor Agent, which shall be a bank whose debt obligations are
rated not less than "A" or its equivalent by ▇▇▇▇▇'▇ Investors
Service, Inc. or not less than "A" or its equivalent by Standard
& Poor's Corporation and which has total assets in excess of $10
billion. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Agent, and the
retiring Agent shall be discharged from its duties and
obligations hereunder as Agent. After any retiring Agent's
resignation, the provisions of this Agreement and the other Loan
Documents shall continue in effect for its benefit in respect of
any actions taken or omitted to be taken by it while it was
acting as Agent.

Section 14.10. Duties in the Case of Enforcement. In case
one or more Events of Default have occurred and shall be
continuing, and whether or not acceleration of the Obligations
shall have occurred, the Agent shall, if (a) so requested by the
Majority Banks and (b) the Banks have provided to the Agent such
additional indemnities and assurances against expenses and
liabilities as the Agent may reasonably request, proceed to
exercise all or any legal and equitable and other rights or
remedies as it may have. The Majority Banks may direct the Agent
in writing as to the method and the extent of any such exercise,
the Banks hereby agreeing to indemnify and hold the Agent
harmless from all liabilities incurred in respect of all actions
taken or omitted in accordance with such directions, provided
that the Agent need not comply with any such direction to the
extent that the Agent reasonably believes the Agent's compliance
with such direction to be unlawful or commercially unreasonable
in any applicable jurisdiction.

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Section 15. EXPENSES.

The Borrower agrees to pay (a) the reasonable costs of
producing and reproducing this Agreement, the other Loan
Documents and the other agreements and instruments mentioned
herein, (b) any taxes (including any interest and penalties in
respect thereto) payable by the Agent or any of the Banks (other
than taxes based upon the Agent's or any Bank's gross or net
income), including any recording, mortgage, documentary or
intangibles taxes in connection with the Loan Documents, or other
taxes payable on or with respect to the transactions contemplated
by this Agreement, including any such taxes payable by the Agent
or any of the Banks after the Closing Date (the Borrower hereby
agreeing to indemnify the Agent and each Bank with respect
thereto), (c) the reasonable fees, expenses and disbursements of
the counsel to the Agent incurred in connection with the
preparation, execution and delivery of the Loan Documents and the
initial closing hereunder; provided, however, that such fees
payable by the Borrower pursuant to this (c) shall not exceed an
amount agreed upon by Borrower and BKB, (d) the reasonable fees,
expenses and disbursements of the counsel to the Agent, and any
local counsel to the Agent incurred in connection with the
interpretation of the Loan Documents and other instruments
mentioned herein (excluding, however, the preparation of
agreements evidencing participations granted under Section 18.4),
and amendments, modifications, approvals, consents or waivers
hereto or hereunder (provided that the Agent shall notify the
Borrower on or about the time such costs are incurred that such
costs are being or are to be incurred), (e) the reasonable fees,
expenses and disbursements of the Agent incurred by the Agent in
connection with the preparation or interpretation of the Loan
Documents and other instruments mentioned herein, and the making
of each advance hereunder, (f) all reasonable out-of-pocket
expenses (including reasonable attorneys' fees and costs, which
attorneys may be employees of any Bank or the Agent and the fees
and costs of appraisers, engineers, investment bankers or other
experts retained by any Bank or the Agent) incurred by any Bank
or the Agent in connection with (i) the enforcement of or
preservation of rights under any of the Loan Documents against
the Borrower or the Guarantor or the administration thereof after
the occurrence of a Default or Event of Default and (ii) any
litigation, proceeding or dispute whether arising hereunder or
otherwise, in any way related to the Agent's or any of the Bank's
relationship with the Borrower or the Guarantor, and (g) all
reasonable fees, expenses and disbursements of any Bank or the
Agent incurred in connection with UCC searches, UCC filings,
title rundowns or title searches; provided, however, that the
fees of counsel to the Agent payable by the Borrower with respect
to the execution and delivery of this Agreement shall not exceed
an amount agreed upon by Borrower and BKB (provided that such
amount shall not include fees and expenses incurred after the
date of this Agreement). The covenants of this Section 15 shall
survive payment or satisfaction of payment of amounts owing with
respect to the Notes.

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Section 16. INDEMNIFICATION.

The Borrower agrees to indemnify and hold harmless the Agent
and the Banks and each director, officer, employee, agent and
Person who controls the Agent or any Bank from and against any
and all claims, actions and suits, whether groundless or
otherwise, and from and against any and all liabilities, losses,
damages and expenses of every nature and character arising out of
or relating to this Agreement or any of the other Loan Documents
or the transactions contemplated hereby and thereby including,
without limitation, (a) any leasing fees and any brokerage,
finders or similar fees asserted against any Person indemnified
under this Section 16 based upon any agreement, arrangement or
action made or taken, or alleged to have been made or taken, by
the Borrower or any of its Subsidiaries or the Guarantor, (b) any
condition of the Real Estate (c) any actual or proposed use by
the Borrower of the proceeds of any of the Loans, (d) any actual
or alleged infringement of any patent, copyright, trademark,
service ▇▇▇▇ or similar right of the Borrower or any of its
Subsidiaries or the Guarantor, (e) the Borrower and the Guarantor
entering into or performing this Agreement or any of the other
Loan Documents, (f) any actual or alleged violation of any law,
ordinance, code, order, rule, regulation, approval, consent,
permit or license relating to the Real Estate, or (g) with
respect to the Borrower and its Subsidiaries and the Guarantor
and their respective properties and assets, the violation of any
Environmental Law, the Release or threatened Release of any
Hazardous Substances or any action, suit, proceeding or
investigation brought or threatened with respect to any Hazardous
Substances (including, but not limited to claims with respect to
wrongful death, personal injury or damage to property), in each
case including, without limitation, the reasonable fees and
disbursements of counsel and allocated costs of internal counsel
incurred in connection with any such investigation, litigation or
other proceeding; provided, however, that the Borrower shall not
be obligated under this Section 16 to indemnify any Person for
liabilities arising from such Person's own gross negligence or
willful misconduct. In litigation, or the preparation therefor,
the Banks and the Agent shall be entitled to select a single law
firm as their own counsel and, in addition to the foregoing
indemnity, the Borrower agrees to pay promptly the reasonable
fees and expenses of such counsel. If, and to the extent that
the obligations of the Borrower under this Section 16 are
unenforceable for any reason, the Borrower hereby agrees to make
the maximum contribution to the payment in satisfaction of such
obligations which is permissible under applicable law. The
provisions of this Section 16 shall survive the repayment of the
Loans and the termination of the obligations of the Banks
hereunder.

Section 17. SURVIVAL OF COVENANTS, ETC.

All covenants, agreements, representations and warranties
made herein, in the Notes, in any of the other Loan Documents or
in any documents or other papers delivered by or on behalf of the
Borrower or any of its Subsidiaries or the Guarantor pursuant
hereto or thereto shall be deemed to have been relied upon by the
Banks and the Agent, notwithstanding any investigation heretofore
or hereafter made by any of them, and shall survive the making by
the Banks of any of the Loans, as herein contemplated, and shall
continue in full force and effect so long as any amount due under
this Agreement or the Notes or any of the other Loan Documents
remains outstanding or any Bank has any obligation to make any
Loans. The indemnification obligations of the Borrower provided
herein and the other Loan Documents shall survive the full
repayment of amounts due and the termination of the obligations
of the Banks hereunder and thereunder to the extent provided
herein and therein. All statements contained in any certificate
or other paper delivered to any Bank or the Agent at any time by

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or on behalf of the Borrower or any of its Subsidiaries or the
Guarantor pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and
warranties by the Borrower or such Subsidiary or the Guarantor
hereunder.

Section 18. ASSIGNMENT AND PARTICIPATION.

Section 18.1. Conditions to Assignment by Banks. Except
as provided herein, each Bank may assign to one or more banks or
other entities all or a portion of its interests, rights and
obligations under this Agreement (including all or a portion of
its Commitment Percentage and Commitment and the same portion of
the Loans at the time owing to it, and the Notes held by it);
provided that (a) the Agent shall have given its prior written
consent to such assignment, which consent shall not be
unreasonably withheld or delayed (provided that such consent
shall not be required for any assignment to another Bank, to a
bank which is under common control with the assigning Bank or to
a wholly-owned Subsidiary of such Bank provided that such
assignee shall remain a wholly-owned Subsidiary of such Bank),
(b) the Borrower shall have given its prior written consent to
such assignment, which consent shall not be unreasonably withheld
or delayed (provided that such consent shall not be required if a
Default or Event of Default shall have occurred and be continuing
or for any assignment to another Bank, to a bank which is under
common control with the assigning Bank or to a wholly-owned
Subsidiary of such Bank provided that such assignee shall remain
a wholly-owned Subsidiary of such Bank), (c) each such assignment
shall be of a constant, and not a varying, percentage of all the
assigning Bank's rights and obligations under this Agreement,
(d) the parties to such assignment shall execute and deliver to
the Agent, for recording in the Register (as hereinafter
defined), a notice of such assignment, together with any Notes
subject to such assignment, (e) in no event shall any voting,
consent or approval rights of a Bank be assigned to any Person
controlling, controlled by or under common control with, or which
is not otherwise free from influence or control by, the Borrower
or the Guarantor, which rights shall instead be allocated pro
rata among the other remaining Banks, (f) such assignee shall
have a net worth as of the date of such assignment of not less
than $500,000,000, (g) if such assignee is not incorporated under
the laws of the United States of America or any State, it shall
prior to such assignment deliver to the Borrower and the Agent
certification as to its exemption from deduction or withholding
of any United States federal income taxes, and (h) such assignee
shall acquire an interest in the Loans of not less than
$10,000,000. Prior to the activation of Tranche B as provided in
Section 2.8, any assignment by a Bank of a portion of its Note
shall also include a pro rata assignment of such Bank's
Commitment with respect to Tranche B. Upon such execution,
delivery, acceptance and recording, of such notice of assignment,
(i) the assignee thereunder shall be a party hereto and all other
Loan Documents executed by the Banks and, to the extent provided
in such assignment, have the rights and obligations of a Bank
hereunder, (ii) the assigning Bank shall, to the extent provided
in such assignment and upon payment to the Agent of the
registration fee referred to in Section 18.2, be released from
its obligations under this Agreement, and (iii) the Agent may
unilaterally amend Schedule 1 to reflect such assignment. In
connection with each assignment, the assignee shall represent and
warrant to the Agent, the assignor and each other Bank as to
whether such assignee is controlling, controlled by, under common
control with or is not

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otherwise free from influence or control by, the Borrower and the
Guarantor. Notwithstanding anything herein to the contrary, in the
event that BKB desires to assign all of its interest in the Loan
and its position as Agent under the Loan Documents, or desires to
assign or enter into a participation for, all or a part of its
interest in the Loan which, upon consummation of such assignment or
participation, would result in BKB having a Commitment which is
less than the largest Commitment held by any Bank other than BKB,
then BKB shall first provide written notice thereof to each other
Bank and allow the Majority Banks a period of fifteen (15) Business
Days following receipt of such notice within which to select a Bank
to serve as Agent. In the event that the Majority Banks shall so
select a successor Agent, such Agent shall succeed to the rights
and duties of Agent as otherwise provided in this Agreement. In
the event that a successor Agent among the Banks is not selected
by the Majority Banks within fifteen (15) Business Days following
receipt of such notice from Agent, the Agent shall be thereafter
be free to resign as Agent as provided in this Agreement.

Section 18.2. Register. The Agent shall maintain a copy
of each assignment delivered to it and a register or similar list
(the "Register") for the recordation of the names and addresses
of the Banks and the Commitment Percentages of, and principal
amount of the Loans owing to the Banks from time to time. The
entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Agent and the Banks may
treat each Person whose name is recorded in the Register as a
Bank hereunder for all purposes of this Agreement. The Register
shall be available for inspection by the Borrower and the Banks
at any reasonable time and from time to time upon reasonable
prior notice. Upon each such recordation, the assigning Bank
agrees to pay to the Agent a registration fee in the sum of
$2,000; provided that the foregoing registration fee shall not be
applicable to assignments by the Syndication Agent.

Section 18.3. New Notes. Upon its receipt of an
assignment executed by the parties to such assignment, together
with each Note subject to such assignment, the Agent shall (a)
record the information contained therein in the Register, and (b)
give prompt notice thereof to the Borrower and the Banks (other
than the assigning Bank). Within five Business Days after
receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Agent, in exchange for each
surrendered Note, a new Note to the order of such assignee in an
amount equal to the amount assumed by such assignee pursuant to
such assignment and, if the assigning Bank has retained some
portion of its obligations hereunder, a new Note to the order of
the assigning Bank in an amount equal to the amount retained by
it hereunder, and shall cause the Guarantor to deliver to the
Agent an acknowledgment in form and substance satisfactory to the
Agent to the effect that the Guaranty extends to and is
applicable to each new Note. Such new Notes shall provide that
they are replacements for the surrendered Notes, shall be in an
aggregate principal amount equal to the aggregate principal
amount of the surrendered Notes, shall be dated the effective
date of such assignment and shall otherwise be in substantially
the form of the assigned Notes. The surrendered Notes shall be
canceled and returned to the Borrower.

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Section 18.4. Participations. Each Bank may sell
participations to one or more banks or other entities in all or a
portion of such Bank's rights and obligations under this
Agreement and the other Loan Documents; provided that (a) any
such sale or participation shall not affect the rights and duties
of the selling Bank hereunder to the Borrower, (b) such sale and
participation shall not entitle such participant to any rights or
privileges under this Agreement or the Loan Documents (including,
without limitation, the right to approve waivers, amendments or
modifications), (c) such participant shall have no direct rights
against the Borrower or the Guarantor except the rights granted
to the Banks pursuant to Section 13, (d) such sale is effected in
accordance with all applicable laws, and (e) such participant
shall not be a Person controlling, controlled by or under common
control with, or which is not otherwise free from influence or
control by, the Borrower or the Guarantor.

Section 18.5. Pledge by Bank. Any Bank may at any time
pledge all or any portion of its interest and rights under this
Agreement (including all or any portion of its Note) to any of
the twelve Federal Reserve Banks organized under Section 4 of the
Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or
the enforcement thereof shall release the pledgor Bank from its
obligations hereunder or under any of the other Loan Documents.

Section 18.6. No Assignment by Borrower. The Borrower
shall not assign or transfer any of its rights or obligations
under any of the Loan Documents without the prior written consent
of each of the Banks.

Section 18.7. Disclosure. The Borrower agrees that in
addition to disclosures made in accordance with standard banking
practices any Bank may disclose information obtained by such Bank
pursuant to this Agreement to assignees or participants and
potential assignees or participants hereunder.

Section 19. NOTICES.

Each notice, demand, election or request provided for or
permitted to be given pursuant to this Agreement (hereinafter in
this Section 19 referred to as "Notice"), but specifically
excluding to the maximum extent permitted by law any notices of
the institution or commencement of foreclosure proceedings, must
be in writing and shall be deemed to have been properly given or
served by personal delivery or by sending same by overnight
courier or by depositing same in the United States Mail, postpaid
and registered or certified, return receipt requested, or as
expressly permitted herein, by telegraph, telecopy, telefax or
telex, and addressed as follows:

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If to the Agent or BKB:

BankBoston, N.A.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Real Estate Division

With a copy to:

BankBoston, N.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Telecopier No.: 770/390-8434

If to BOA:

Bank of America National Trust
and Savings Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Telecopier No.: 312/974-4970

If to the Borrower:

Storage Trust Properties, L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telecopier No.: 573/442-5554

and to each other Bank which may hereafter become a party to this
Agreement at such address as may be designated by such Bank.
Each Notice shall be effective upon being personally delivered or
upon being sent by overnight courier or upon being deposited in
the United States Mail as aforesaid. The time period in which a
response to such Notice must be given or any action taken with
respect thereto (if any), however, shall commence to run from the
date of receipt if personally delivered or sent by overnight
courier, or if so deposited in the United States Mail, the
earlier of three (3) Business Days following such deposit or the
date of receipt as disclosed on the return receipt. Rejection or
other refusal to accept or the inability to deliver because of
changed address for which no notice was given shall be deemed to
be receipt of the Notice sent. By giving at least fifteen (15)
days prior Notice thereof, the Borrower, a Bank or Agent shall
have the right from time to time and at any time during the term
of this Agreement to change their respective addresses and each
shall have the right to specify as its address any other address
within the United States of America.

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Section 20. RELATIONSHIP.

Neither the Agent nor any Bank has any fiduciary
relationship with or fiduciary duty to the Borrower or its
Subsidiaries or Guarantor arising out of or in connection with
this Agreement or the other Loan Documents or the transactions
contemplated hereunder or thereunder, and the relationship
between each Bank and the Borrower is solely that of a lender and
borrower, and nothing contained herein or in any of the other
Loan Documents shall in any manner be construed as making the
parties hereto partners, joint venturers or any other
relationship other than lender and borrower.

Section 21. GOVERNING LAW; CONSENT TO JURISDICTION AND
SERVICE.

THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER
THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL
PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF SUCH STATE (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE BORROWER AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS
OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF
PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT
THE ADDRESS SPECIFIED IN SECTION 19. THE BORROWER HEREBY WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF
ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN
AN INCONVENIENT COURT.

Section 22. HEADINGS.

The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions
hereof.

Section 23. COUNTERPARTS.

This Agreement and any amendment hereof may be executed in
several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an
original, and all of which together shall constitute one
instrument. In proving this Agreement it shall not be necessary
to produce or account for more than one such counterpart signed
by the party against whom enforcement is sought.

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Section 24. ENTIRE AGREEMENT, ETC.

The Loan Documents and any other documents executed in
connection herewith or therewith express the entire understanding
of the parties with respect to the transactions contemplated
hereby. Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated, except as provided in
Section 27.

Section 25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS.

EACH OF THE BORROWER, THE AGENT AND THE BANKS HEREBY WAIVES
ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY
NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH
RIGHTS AND OBLIGATIONS. EXCEPT TO THE EXTENT EXPRESSLY
PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO, ACTUAL DAMAGES. THE BORROWER (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK
OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
BANK OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THE AGENT
AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG
OTHER THINGS, THE WAIVER AND CERTIFICATIONS CONTAINED IN THIS
SECTION 25. BORROWER ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY
TO REVIEW THIS SECTION 25 WITH ITS LEGAL COUNSEL AND THAT
BORROWER AGREES TO THE FOREGOING AS ITS FREE, KNOWING AND
VOLUNTARY ACT.

Section 26. DEALINGS WITH THE BORROWER.

The Banks and their affiliates may accept deposits from,
extend credit to and generally engage in any kind of banking,
trust or other business with the Borrower, its Subsidiaries, the
Guarantor or any of their affiliates regardless of the capacity
of the Bank hereunder.

Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC.

Except as otherwise expressly provided in this Agreement,
any consent or approval required or permitted by this Agreement
may be given, and any term of this Agreement or of any other
instrument related hereto or mentioned herein may be amended, and
the performance or observance by the Borrower of any terms of
this Agreement or such other

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instrument or the continuance of any Default or Event of Default
may be waived (either generally or in a particular instance and
either retroactively or prospectively) with, but only with, the
written consent of the Majority Banks. Notwithstanding the
foregoing, none of the following may occur without the written
consent of each Bank: a change in the rate of interest on and the
term of the Notes; a change in the amount of the Commitments of the
Banks (except as provided in Section 2.8); a forgiveness, reduction
or waiver of the principal of any unpaid Loan or any interest
thereon or fee payable under the Loan Documents; a change in the
amount of any fee payable to a Bank hereunder; the postponement of
any date fixed for any payment of principal of or interest on the
Loan; an extension of the Maturity Date; a change in the manner of
distribution of any payments to the Banks or the Agent; the release
of the Borrower or the Guarantor except as otherwise provided
herein; an amendment of the definition of Majority Banks or of any
requirement for consent by all of the Banks; an amendment to this
Section 27; or an amendment of any provision of this Agreement or
the Loan Documents which requires the approval of the Majority
Banks to require a lesser number of Banks to approve such action.
The amount of the Agent's fee payable for the Agent's account and
the provisions of Section 14 may not be amended without the
written consent of the Agent. There shall be no amendment,
modification or waiver of any provision in the Loan Documents
with respect to Swing Loans without the consent of the Swing Loan
Bank. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No
course of dealing or delay or omission on the part of the Agent
or any Bank in exercising any right shall operate as a waiver
thereof or otherwise be prejudicial thereto. No notice to or
demand upon the Borrower shall entitle the Borrower to other or
further notice or demand in similar or other circumstances.

Section 28. SEVERABILITY.

The provisions of this Agreement are severable, and if any
one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such
invalidity or unenforceability shall affect only such clause or
provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other
jurisdiction, or any other clause or provision of this Agreement
in any jurisdiction.

Section 29. NO UNWRITTEN AGREEMENTS.

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

Section 30. TIME OF THE ESSENCE.

Time is of the essence with respect to each and every
covenant, agreement and obligation of the Borrower under this
Agreement and the other Loan Documents.

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Section 31. LIMITATION ON LIABILITY.

NO OBLIGATION OR LIABILITY WHATSOEVER OF STORAGE TRUST
GUARANTOR (WHETHER AS GUARANTOR OR AS GENERAL PARTNER OF THE
BORROWER) WHICH MAY ARISE AT ANY TIME UNDER THIS AGREEMENT OR ANY
OBLIGATION OR LIABILITY WHICH MAY BE INCURRED BY IT PURSUANT TO
ANY OTHER LOAN DOCUMENT SHALL BE PERSONALLY BINDING UPON, NOR
SHALL RESORT FOR THE ENFORCEMENT THEREOF BE HAD TO, THE PRIVATE
PROPERTY OF ANY OF STORAGE TRUST GUARANTOR'S SHAREHOLDERS,
TRUSTEES, OFFICERS OR EMPLOYEES, REGARDLESS OF WHETHER SUCH
OBLIGATION OR LIABILITY IS IN THE NATURE OF CONTRACT, TORT OR
OTHERWISE. NOTHING HEREIN SHALL DIMINISH OR IMPAIR THE RIGHTS OF
AGENT AND THE BANKS TO PURSUE ANY REMEDY AGAINST ANY ASSETS OF
STORAGE TRUST GUARANTOR.

IN WITNESS WHEREOF, the undersigned have duly executed this
Agreement as a sealed instrument as of the date first set forth
above.

STORAGE TRUST PROPERTIES, L.P.,
a Delaware limited partnership,
by its sole general partner

By: Storage Trust Realty,
a Maryland real estate
investment trust

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

[SEAL]

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BANKBOSTON, N.A.,
individually and as Agent

By:----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Director

[BANK SEAL]

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85
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

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

Its: --------------------------

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86
EXHIBIT A

FORM OF NOTE

$-------------- January --, 1998

FOR VALUE RECEIVED, the undersigned STORAGE TRUST
PROPERTIES, L.P., a Delaware limited partnership, hereby promises
to pay to ------------------------------ or order, in accordance
with the terms of that certain Revolving Credit Agreement dated
as of January 25, 1998 (the "Credit Agreement"), as from time to
time in effect, among the undersigned, BankBoston, N.A., for
itself and as Agent, and such other Banks as may be from time to
time named therein, to the extent not sooner paid, on or before
the Maturity Date the principal sum of
-------------------------------------------------------------
DOLLARS ($--------------), or such amount as may be advanced by
the payee hereof under the Credit Agreement (but excluding Swing
Loans made pursuant to Sections 2.4A(a) through (c) of the Credit
Agreement) with daily interest from the date hereof, computed as
provided in the Credit Agreement, on the principal amount hereof
from time to time unpaid, at a rate per annum on each portion of
the principal amount which shall at all times be equal to the
rate of interest applicable to such portion in accordance with
the Credit Agreement, and with interest on overdue principal and,
to the extent permitted by applicable law, on overdue
installments of interest and late charges at the rates provided
in the Credit Agreement. Interest shall be payable on the dates
specified in the Credit Agreement, except that all accrued
interest shall be paid at the stated or accelerated maturity
hereof or upon the prepayment in full hereof. Capitalized terms
used herein and not otherwise defined herein shall have the
meanings set forth in the Credit Agreement.

Payments hereunder shall be made to BankBoston, N.A., as
Agent for the payee hereof, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

This Note is one of one or more Notes evidencing borrowings
under and is entitled to the benefits and subject to the
provisions of the Credit Agreement. The principal of this Note
may be due and payable in whole or in part prior to the maturity
date stated above and is subject to mandatory prepayment in the
amounts and under the circumstances set forth in the Credit
Agreement, and may be prepaid in whole or from time to time in
part, all as set forth in the Credit Agreement.

87
contracted for, charged or received by the Banks exceed the maximum
amount permissible under applicable law. If, from any circumstance
whatsoever, interest would otherwise be payable to the Banks in
excess of the maximum lawful amount, the interest payable to the
Banks shall be reduced to the maximum amount permitted under
applicable law; and if from any circumstance the Banks shall ever
receive anything of value deemed interest by applicable law in
excess of the maximum lawful amount, an amount equal to any
excessive interest shall be applied to the reduction of the
principal balance of the Obligations and to the payment of interest
or, if such excessive interest exceeds the unpaid balance of
principal of the Obligations, such excess shall be refunded to the
Borrower. All interest paid or agreed to be paid to the Banks
shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full period until
payment in full of the principal of the Obligations (including the
period of any renewal or extension thereof) so that the interest
thereon for such full period shall not exceed the maximum amount
permitted by applicable law. This paragraph shall control all
agreements between the Borrower and the Banks and the Agent.

In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and
payable in the manner and with the effect provided in said Credit
Agreement.

This Note shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts (without
giving effect to the conflict of laws rules of any jurisdiction).

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

IN WITNESS WHEREOF the undersigned has executed this Note
under seal as of the day and year first above written.

STORAGE TRUST PROPERTIES, L.P.,
a Delaware limited partnership,
by its sole general partner

By: Storage Trust Realty,
a Maryland real estate
investment trust

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

[SEAL]

88
EXHIBIT B

FORM OF SWING LOAN NOTE

$-------------- January --, 1998

FOR VALUE RECEIVED, the undersigned STORAGE TRUST
PROPERTIES, L.P., a Delaware limited partnership, hereby promises
to pay to ------------------------------ or order, in
accordance with the terms of that certain Revolving Credit
Agreement dated as of January 25, 1998 (the "Credit
Agreement"), as from time to time in effect, among the
undersigned, BankBoston, N.A., for itself and as Agent, and
such other Banks as may be from time to time named therein, to
the extent not sooner paid, on or before the Maturity Date the
principal sum of
-------------------------------------------------------------
DOLLARS ($--------------), or such amount as may be advanced by
the payee hereof under the Credit Agreement as Swing Loans with
daily interest from the date hereof, computed as provided in the
Credit Agreement, on the principal amount hereof from time to
time unpaid, at a rate per annum on each portion of the principal
amount which shall at all times be equal to the rate of interest
applicable to such portion in accordance with the Credit
Agreement, and with interest on overdue principal and, to the
extent permitted by applicable law, on overdue installments of
interest and late charges at the rates provided in the Credit
Agreement. Interest shall be payable on the dates specified in
the Credit Agreement, except that all accrued interest shall be
paid at the stated or accelerated maturity hereof or upon the
prepayment in full hereof. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the
Credit Agreement.

Notwithstanding anything in this Note to the contrary, all
agreements between the Borrower and the Banks and the Agent,
whether now existing or hereafter arising and whether written or
oral, are hereby limited so that in no contingency, whether by
reason of acceleration of the maturity of any of the Obligations
or otherwise, shall the interest contracted for, charged or
received by the Banks exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, interest
would otherwise be payable to the Banks in excess of the maximum
lawful amount, the interest payable to the Banks shall be reduced
to the maximum amount permitted under applicable law; and if from

89
any circumstance the Banks shall ever receive anything of value
deemed interest by applicable law in excess of the maximum lawful
amount, an amount equal to any excessive interest shall be
applied to the reduction of the principal balance of the
Obligations and to the payment of interest or, if such excessive
interest exceeds the unpaid balance of principal of the
Obligations, such excess shall be refunded to the Borrower. All
interest paid or agreed to be paid to the Banks shall, to the
extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in
full of the principal of the Obligations (including the period of
any renewal or extension thereof) so that the interest thereon
for such full period shall not exceed the maximum amount
permitted by applicable law. This paragraph shall control all
agreements between the Borrower and the Banks and the Agent.

In case an Event of Default shall occur, the entire
principal amount of this Note may become or be declared due and
payable in the manner and with the effect provided in said Credit
Agreement.

This Note shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts (without
giving effect to the conflict of laws rules of any jurisdiction).

IN WITNESS WHEREOF the undersigned has executed this Note
under seal as of the day and year first above written.

STORAGE TRUST PROPERTIES, L.P.,
a Delaware limited partnership,
by its sole general partner

By: Storage Trust Realty,
a Maryland real estate
investment trust

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

[SEAL]

EXHIBIT C

FORM OF REQUEST FOR LOAN

BankBoston, N.A., as Agent
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

Ladies and Gentlemen:

Pursuant to the provisions of Section 2.6 of the Revolving
Credit Agreement dated as of January 25, 1998, as from time to
time in effect (the "Credit Agreement"), among Storage Trust
Properties, L.P. (the "Borrower"), BankBoston, N.A., for itself
and as Agent and the other Banks from time to time party thereto,
the Borrower hereby requests and certifies as follows:

1. Loan. The Borrower hereby requests a [Loan under
Section 2.1] [Swing Loan under Section 2.4A] of the Credit
Agreement [strike inapplicable language]:

Principal Amount: $

LIBOR or Base Rate:

Drawdown Date: , 19

Interest Period:

by credit to the general account of the Borrower with the Agent
at the Agent's Head Office.

[IF THE REQUESTED LOAN IS A SWING LOAN AND THE BORROWER
DESIRES FOR SUCH LOAN TO BE A LIBOR RATE LOAN FOLLOWING ITS
CONVERSION AS PROVIDED IN SECTION 2.4A(D), SPECIFY THE INTEREST
PERIOD FOLLOWING CONVERSION:--------------------]

2. Use of Proceeds. Such Loan shall be used for the
following purposes permitted by Section 7.11 of the Credit
Agreement:

[Describe]

3. No Default. The undersigned chief financial officer of
the sole general partner of the Borrower certifies that since the
date of the last Compliance Certificate delivered pursuant to the
Credit Agreement, there have been no material changes in the
matters certified in such Compliance Certificate that could cause
a Default or Event of Default to occur after giving effect to the
making of the Loan requested hereby.

4. Representations True. Each of the representations and
warranties made by or on behalf of the Borrower and its
Subsidiaries and the Guarantor contained in the Credit Agreement,
in the other Loan Documents or in any document or instrument
delivered pursuant to or in connection with the Credit Agreement
was true as of the date as of which it was made and shall also be
true at and as of the Drawdown Date for the Loan requested
hereby, with the same effect as if made at and as of such
Drawdown Date (except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement
and the other Loan Documents and changes occurring in the
ordinary course of business that singly or in the aggregate are
not materially adverse, and except to the extent that such
representations and warranties relate expressly to an earlier
date) and no Default or Event of Default has occurred and is
continuing.

5. Other Conditions. All other conditions to the making
of the Loan requested hereby set forth in Section 11 of the
Credit Agreement have been satisfied.

6. Drawdown Date. Except to the extent, if any, specified
by notice actually received by the Agent prior to the Drawdown
Date specified above, the foregoing representations and
warranties shall be deemed to have been made by the Borrower on
and as of such Drawdown Date.

7. Definitions. Terms defined in the Credit Agreement are
used herein with the meanings so defined.

IN WITNESS WHEREOF, I have hereunto set my hand this -----
day of ---------------, 199---.

STORAGE TRUST PROPERTIES, L.P.,
a Delaware limited partnership,
by its sole general partner

By: Storage Trust Realty,
a Maryland real estate
investment trust

By:-----------------------
Chief Financial Officer

The undersigned chief financial officer of Storage Trust
Guarantor joins in the execution hereof to certify that since the
date of the last Compliance Certificate delivered pursuant to the
Credit Agreement, there have been no material changes that could
cause a Default or Event of Default to occur after giving effect
to the making of the Loan requested hereby.

STORAGE TRUST REALTY,
a Maryland real estate investment
trust

By:----------------------------
Chief Financial Officer

93
EXHIBIT D

FORM OF REQUEST FOR ACTIVATION OF TRANCHE B

Ladies and Gentlemen:

Pursuant to the provisions of Section 2.8 of the Revolving
Credit Agreement dated as of January 25, 1998, as from time to
time in effect (the "Credit Agreement"), among Storage Trust
Properties, L.P. (the "Borrower"), BankBoston, N.A., for itself
and as Agent, and the other Banks from time to time party
thereto, the Borrower hereby requests and certifies as follows:

1. Activation Request. The Borrower hereby irrevocably
requests that Tranche B in the amount of $50,000,000.00 be
activated as provided in Section 2.8 of the Credit Agreement.

2. Activation Fee. The Borrower has paid to the Agent the
activation fee required by Section 2.8(c)(i) of the Credit
Agreement.

3. No Default. The undersigned chief financial or chief
accounting officer of the sole general partner of Borrower
certifies that the Borrower is and will be in compliance with all
covenants under the Loan Documents after giving effect to the
request evidenced hereby.

4. Representations True. Each of the representations and
warranties made by or on behalf of the Borrower, the Guarantor
and their Subsidiaries contained in the Credit Agreement, in the
other Loan Documents or in any document or instrument delivered
pursuant to or in connection with the Credit Agreement was true
as of the date as of which it was made and shall also be true at
and as of the date hereof with the same effect as if made at and
as of the date hereof (except to the extent of changes resulting
from transactions contemplated or permitted by the Credit
Agreement and the other Loan Documents and changes occurring in
the ordinary course of business that singly or in the aggregate
are not materially adverse, and except to the extent that such
representations and warranties relate expressly to an earlier
date) and no Default or Event of Default has occurred and is
continuing.

5. Other Conditions. All other conditions to the
extension to the Loan requested hereby set forth in Section 2.8
of the Credit Agreement have been satisfied.

6. Definitions. Terms defined in the Credit Agreement are
used herein with the meanings so defined.

IN WITNESS WHEREOF, I have hereunto set my hand this -----
day of --------------, 199--.

STORAGE TRUST PROPERTIES, L.P.,
a Delaware limited partnership, by
its sole general partner

By: Storage Trust Realty,
a Maryland real estate
investment trust

By:---------------------------
Chief Financial or
Chief Accounting Officer

95
EXHIBIT E

FORM OF
COMPLIANCE CERTIFICATE

BankBoston, N.A.
for itself and as Agent
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇

Bank of America National Trust
and Savings Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.

[INSERT NAMES AND ADDRESSES
OF OTHER BANKS]

Ladies and Gentlemen:

Reference is made to the Revolving Credit Agreement dated as
of January 25, 1998 (the "Credit Agreement") by and among Storage
Trust Properties, L.P. (the "Borrower"), BankBoston, N.A., for
itself and as Agent, and the other Banks from time to time party
thereto. Terms defined in the Credit Agreement and not otherwise
defined herein are used herein as defined in the Credit
Agreement.

Pursuant to the Credit Agreement, the Borrower and Storage
Trust Guarantor are furnishing to you herewith (or has most
recently furnished to you) the financial statements of Storage
Trust Guarantor and Borrower and their respective Subsidiaries
for the fiscal period ended --------------- (the "Balance Sheet
Date"). Such financial statements have been prepared in
accordance with generally accepted accounting principles and
present fairly the financial position of Storage Trust Guarantor
and Borrower and the Subsidiaries covered thereby at the date
thereof and the results of their operations for the periods
covered thereby, subject in the case of interim statements only
to normal year-end audit adjustments.

This certificate is submitted in compliance with
requirements of Section 7.4(c), Section 7.5(d) and Section 10.10
of the Credit Agreement. If this certificate is provided under a
provision other than Section 7.4(c), the calculations provided
below are made using the financial statements of Storage Trust
Guarantor and the Borrower and their Subsidiaries as of the
Balance Sheet Date adjusted in the best good-faith estimate of
the Borrower and Storage Trust Guarantor to give

96
effect to the making of a Loan, extension of the Maturity Date,
acquisition or disposition of property or other event that
occasions the preparation of this certificate; and the nature of
such event and the Borrower's and Storage Trust Guarantor's
estimate of its effects are set forth in reasonable detail in an
attachment hereto. The undersigned officers are the chief
financial officer of the sole general partner of the Borrower and
the chief financial officer of Storage Trust Guarantor,
respectively.

The undersigned officers have caused the provisions of the
Credit Agreement and the Guaranty to be reviewed and have no
knowledge of any Default or Event of Default. (Note: If the
signers do have knowledge of any Default or Event of Default, the
form of certificate should be revised to specify the Default or
Event of Default, the nature thereof and the actions taken, being
taken or proposed to be taken by the Borrower and Storage Trust
Guarantor with respect thereto.)

The Borrower and Storage Trust Guarantor are providing the
information set forth in the schedule attached hereto to
demonstrate compliance as of the date hereof with the covenants
described therein.

IN WITNESS WHEREOF, we have hereunto set our hands this ---
day of ----------------, 199--.

STORAGE TRUST PROPERTIES, L.P., a
Delaware limited partnership, by
its sole general partner

By: Storage Trust Realty, a
Maryland real estate
investment trust

By:------------------------------
Chief Financial Officer

STORAGE TRUST REALTY, a Maryland
real estate investment trust

By:--------------------------------
Chief Financial Officer

SCHEDULE 1

BANKS AND COMMITMENTS

Commitment Commitment Commitment
(Tranche A) (Tranche B) Percentage

BankBoston, N.A. $ 83,333,333.33 $41,666,666.67 83.33%
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

LIBOR Lending Office
Same as above

Bank of America National Trust $ 16,666,666.67 $ 8,333,333.33 16.67%
and Savings Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.

LIBOR Lending office
Same as above

--------------- -------------- -----
$100,000,000.00 $50,000,000.00 100.0%

98
SCHEDULE 2

EXAMPLE OF TEST DEBT SERVICE AMOUNT

99
SCHEDULE 6.17

ENVIRONMENTAL MATTERS

100
SCHEDULE 6.18

SUBSIDIARIES OF THE BORROWER

101
SCHEDULE 7.14

UNENCUMBERED OPERATING PROPERTIES

102
SCHEDULE 9.1

DEFINED TERMS

As used in Section 9.1(b) and (c) and elsewhere in this
Schedule 9.1, the following terms have the respective meanings
set forth below:

Capital Lease. A Capital Lease shall mean, at any time, a
lease with respect to which the lessee is required concurrently
to recognize the acquisition of an asset and the incurrence of a
liability in accordance with generally accepted accounting
principles.

Consolidated Adjusted Capitalization. Consolidated Adjusted
Capitalization as of any date means the sum of Consolidated
Adjusted Tangible Net Worth and Consolidated Debt as of such
date.

Consolidated Adjusted Tangible Net Worth. Consolidated
Adjusted Tangible Net Worth means, at any time,

(a) the sum of (i) the par value (or value stated on the
books of the Borrower or Storage Trust Guarantor, as applicable)
of the capital stock or other equity interests (but excluding
treasury stock, capital stock subscribed and unissued and
mandatorily redeemable Preferred Stock or corresponding equity
interests) of the Borrower and its Subsidiaries or Storage Trust
Guarantor and its Subsidiaries, as applicable, at such time plus
(ii) the amount of the paid-in capital and retained earnings of
such Person and its Subsidiaries at such time, in each case as
such amounts would be shown on a consolidated balance sheet of
such Person and its Subsidiaries as of such time prepared in
accordance with generally accepted accounting principles, minus

(b) to the extent included in clause (a), all amounts
properly attributable to minority interests, if any, in the stock
or other equity interests and surplus of Subsidiaries (other than
the Borrower when determining such amount for Storage Trust
Guarantor and its Subsidiaries), minus

(c) the net book value of all assets, after deducting any
reserves applicable thereto, which would be treated as intangible
under generally accepted accounting principles, including,
without limitation, good will, trademarks, trade names, service
marks, brand names, copyrights, patents and unamortized debt
discount and expense, organizational expenses and the excess of
the equity in any Subsidiary over the cost of the investment in
such Subsidiary, plus

(d) accumulated depreciation on real estate properties as
such amount would be shown on a consolidated balance sheet of
such Person and its Subsidiaries as of such time prepared in
accordance with generally accepted accounting principles.

Consolidated Debt. Consolidated Debt means, as of any date
of determination, the total of all Debt of the Borrower and its
Subsidiaries or Storage Trust Guarantor and its Subsidiaries, as
applicable, outstanding on such date, after eliminating all
offsetting debits and credits among such Person and its
Subsidiaries and all other items required to be eliminated in the
course of the preparation of consolidated financial statements of
such Person and its Subsidiaries in accordance with generally
accepted accounting principles.

Debt. With respect to any Person, Debt means, at any time,
without duplication,

(a) its liabilities for borrowed money and its redemption
obligations in respect of mandatorily redeemable Preferred Stock;

103

(b) its liabilities for the deferred purchase price of
property acquired by such Person (excluding accounts payable
arising in the ordinary course of business but including all
liabilities created or arising under any conditional sale or
other title retention agreement with respect to any such
property);

(c) all liabilities appearing on its balance sheet in
accordance with generally accepted accounting principles in
respect of Capital Leases;

(d) all liabilities for borrowed money secured by any Lien
with respect to any property owned by such Person (whether or not
it has assumed or otherwise become liable for such liabilities);

(e) all its liabilities in respect of letters of credit or
instruments serving a similar function issued or accepted for its
account by banks and other financial institutions (whether or not
representing obligations for borrowed money);

(f) Swaps of such Person; and

(g) any Guaranty of such Person with respect to liabilities
of a type described in any of clauses (a) through (f) hereof.

Debt of any Person shall include all obligations of such Person
of the character described in clauses (a) through (g) to the
extent such Person remains legally liable in respect thereof
notwithstanding that any such obligation is deemed to be
extinguished under generally accepted accounting principles.

Guaranty. Guaranty means, with respect to any Person, any
obligation (except the endorsement in the ordinary course of
business of negotiable instruments for deposit or collection) of
such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in
any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent
or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any
property constituting security therefor;

(b) to advance or supply funds (i) for the purchase or
payment of such indebtedness or obligation, or (ii) to maintain
any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to
advance or make available funds for the purchase or payment of
such indebtedness or obligation;

(c) to lease properties or to purchase properties or
services primarily for the purpose of assuring the owner of such
indebtedness or obligation of the ability of any other Person to
make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or
obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of
the obligor under any Guaranty, the indebtedness or other
obligations that are the subject of such Guaranty shall be
assumed to be direct obligations of such obligor.

Preferred Stock. Preferred Stock means any class of capital
stock of a corporation that is preferred over any other class of
capital stock of such corporation as to the payment of dividends
or the payment of any amount upon liquidation or dissolution of
such corporation.

Swaps. With respect to any Person, Swaps means payment
obligations with respect to interest rate swaps, currency swaps
and similar obligations obligating such Person to make payments,
whether periodically or upon the happening of a contingency. For
the purposes of this Agreement, the amount of the obligations
under

-2-
104
any Swap shall be the amount determined in respect thereof as
of the end of the then most recently ended fiscal quarter of
such Person, based on the assumption that such Swap had
terminated at the end of such fiscal quarter, and in making such
determination, if any agreement relating to such Swap provides
for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous
payment of amounts by and to such Person, then in each such case,
the amount of such obligation shall be the net amount so
determined.

-3-

REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 25, 1998

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