<PAGE>
                                                                   Exhibit 10(d)

                                  APPENDIX I TO
                  PARTICIPATION AGREEMENT, LEASE AGREEMENT AND
                             REIMBURSEMENT AGREEMENT
                             -----------------------

                         DEFINITIONS AND INTERPRETATION

         A.  INTERPRETATION. In each Operative Document, unless a clear contrary
intention  appears,  (i) the singular number includes the plural number and vice
versa,  (ii)  reference to any Person  includes  such  Person's  successors  and
assigns but, if applicable, only if such successors and assigns are permitted by
the  Operative  Documents,  and  reference to a Person in a particular  capacity
excludes such Person in any other capacity or  individually,  (iii) reference to
any  gender  includes  each  other  gender,  (iv)  reference  to  any  agreement
(including any Operative Document), document or instrument means such agreement,
document or instrument as amended or modified and in effect from time to time in
accordance  with the terms  thereof and, if  applicable,  the terms of the other
Operative Documents and reference to any promissory note includes any promissory
note which is an extension or renewal  thereof or a  substitute  or  replacement
therefor,  (v)  reference to any  Applicable  Law means such  Applicable  Law as
amended, modified,  codified, replaced or reenacted, in whole or in part, and in
effect from time to time, including rules and regulations promulgated thereunder
and reference to any section or other provision of any Applicable Law means that
provision of such  Applicable  Law from time to time in effect and  constituting
the   substantive   amendment,   modification,   codification,   replacement  or
reenactment of such section or other provision,  (vi) reference in any Operative
Document to any  Article,  Section,  Appendix,  Schedule  or Exhibit  means such
Article or Section  thereof or  Appendix,  Schedule  or Exhibit  thereto,  (vii)
"hereunder",  "hereof",  "hereto"  and words of similar  import  shall be deemed
references  to an  Operative  Document  as a  whole  and  not to any  particular
Article,  Section  or other  provision  hereof,  (viii)  "including"  (and  with
correlative  meaning  "include") means including without limiting the generality
of any  description  preceding  such term,  (ix) "or" is not  exclusive  and (x)
relative  to the  determination  of any period of time,  "from"  means "from and
including",  "to"  means  "to but not  including"  and  "through"  means "to and
including".

         B.  ACCOUNTING  TERMS.  In each Operative  Document,  unless  expressly
otherwise  provided,  accounting terms shall be construed and  interpreted,  and
accounting  determinations  and  computations  shall be made, in accordance with
GAAP.

         C.  CONFLICT IN OPERATIVE  DOCUMENTS.  If there is any conflict between
any Operative  Documents,  such  Operative  Document  shall be  interpreted  and
construed,  if possible,  so as to avoid or minimize  such  conflict but, to the
extent (and only to the extent) of such conflict,  the  Participation  Agreement
shall prevail and control.

         D.  DEFINED  TERMS.  Unless a clear  contrary  intention  appears,
terms defined  herein have the respective  indicated  meanings when used in each
Operative Document.

         "ACCELERATION"  means  (i)  the  automatic   acceleration  of  Lessee's
obligation to purchase  Lessor's interest in the Leased Property pursuant to the
provisions of SECTION 15.3 of the Lease,

                                      -1-
<PAGE>

or (ii) the acceleration of Lessee's  responsibilities  to purchase the Lessor's
interest in the Leased  Property  pursuant to the provisions of SECTION 14.1 and
SECTION 15.2 of the Lease.

         "ADDITIONAL COSTS" means Illegality Costs or Increased Costs.

         "ADDRESS" means, with respect to any Person,  such Person's address set
forth in SECTION 8.2 of the  Participation  Agreement  or such other  address as
such Person shall have identified to the parties to the Participation  Agreement
in writing.

         "ADJUSTED  LIBOR RATE"  means the rate per annum equal to the  quotient
obtained by dividing the LIBOR Rate by the  percentage  obtained by  subtracting
from 100% the applicable LIBOR Reserve Percentage on the date of calculation.

         "AFFILIATE"  means,  with  respect  to any  Person,  any  other  Person
directly or indirectly  controlling,  controlled by or under common control with
such Person. For purposes of this definition,  the term "CONTROL" (including the
correlative  meanings  of the terms  "CONTROLLING,"  "CONTROLLED  BY" and "UNDER
COMMON CONTROL WITH"), as used with respect to any Person, means the possession,
directly or  indirectly,  of the power to direct or cause the  direction  of the
management  policies of such  Person,  whether  through the  ownership of voting
securities or by contract or otherwise; provided, however, (but without limiting
the  foregoing)  that no pledge of voting  securities of any Person  without the
current right to exercise  voting rights with respect thereto shall by itself be
deemed to constitute control over such Person.

         "AFTER-TAX  BASIS" means (i) with respect to any payment to be received
by an Indemnitee (which, for purposes of this definition,  shall include any Tax
Indemnitee),  the amount of such payment  supplemented  by a further  payment or
payments so that,  after  deducting  from such  payments the amount of all Taxes
(net of any current  credits,  deductions or other Tax benefits arising from the
payment by the Indemnitee of any amount,  including Taxes, for which the payment
to be received is made)  actually  imposed  currently on the  Indemnitee  by any
Governmental  Authority or taxing  authority with respect to such payments,  the
balance of such payments  shall be equal to the original  payment to be received
and (ii) with respect to any payment to be made by any Indemnitee, the amount of
such  payment  supplemented  by a further  payment or  payments  so that,  after
increasing  such  payment  by the  amount of any  current  credits  or other Tax
benefits realized by the Indemnitee under the laws of any Governmental Authority
or taxing authority resulting from the making of such payments,  the sum of such
payments  (net of such  credits  or  benefits)  shall be  equal to the  original
payment to be made; provided,  however, for the purposes of this definition, and
for purposes of any payment to be made to either the Lessee or a Tax  Indemnitee
on an after-tax  basis, it shall be assumed that federal,  state and local taxes
are payable at the highest combined  marginal federal and state statutory income
tax rate  (taking  into  account the  deductibility  of state  income  taxes for
federal income tax purposes)  applicable to  corporations  from time to time and
that  such  Indemnitee  or the  Lessee  has  sufficient  income to  utilize  any
deductions,  credits (other than foreign tax credits,  the use of which shall be
determined on an actual basis) and other Tax benefits  arising from any payments
described in clause (ii) of this definition.

                                      -2-
<PAGE>
         "ALTERATIONS"  means the  construction  or  installation  of  non-trade
fixtures, alterations, improvements, modifications and additions to any Property
including without limitation,  any repair or restoration  pursuant to ARTICLE XI
of the Lease or otherwise.

         "ALTERNATE  LETTER OF CREDIT"  means an  Alternate  Letter of Credit as
defined in the Note Indenture.

         "ANNUAL  FEE"  has  the  meaning  set  forth  in  SECTION  2.02  of the
Reimbursement Agreement.

         "APPLICABLE LAW" means all existing and future  applicable laws, rules,
regulations   (including   Environmental   Laws)  statutes,   treaties,   codes,
ordinances, permits, certificates, orders and licenses of and interpretations by
any Governmental Authorities,  and applicable judgments,  decrees,  injunctions,
writs, orders or like action of any court,  arbitrator or other  administrative,
judicial  or  quasi-judicial   tribunal  or  agency  of  competent  jurisdiction
(including  those  pertaining to health,  safety or the environment  (including,
without limitation,  wetlands) and those pertaining to the construction,  use or
occupancy  of  the  Leased  Property)  and  any  restrictive  covenant  or  deed
restriction or easement of record affecting the Leased Property.

         "APPLICABLE  LIBOR  RATE"  means a rate per  annum  equal at all  times
during each  respective  Interest  Period to the sum of the Adjusted  LIBOR Rate
plus 1.50% per annum.

         "APPLICABLE RATE" means, with respect to the unreimbursed amount of any
Remarketing  Drawing  referred  to in Section  2.03(b)(i)  of the  Reimbursement
Agreement,  the Adjusted LIBOR Rate applicable to a Remarketing Loan effected on
the  date  of  the  Remarketing  Drawing,  provided,  however,  if  any  of  the
circumstances  described in Section  2.03(f)(i) or (iii) shall have occurred and
remain  applicable on the date of the Remarketing  Drawing,  the Applicable Rate
shall be the Base Rate in effect on such date.

         "ASSIGNMENT  OF LEASE  AND  RENTS"  means the  Assignment  of Lease and
Rents, dated as of the date of the Participation  Agreement,  from the Lessor to
the Credit Bank, together with any other amendments or supplements thereto.

         "AWARDS"  means any award or  payment  received  by or  payable  to the
Issuer,  the Lessor or the Lessee on  account  of any  Condemnation  or Event of
Taking  (less the actual  costs,  fees and expenses  incurred in the  collection
thereof,  for which the Person  incurring the same shall be reimbursed from such
award or payment).

         "BANKRUPTCY  LAW" means  Title 11,  U.S.  Code or any other  applicable
insolvency  law or law for the relief of debtors of the United States of America
or any State or Commonwealth thereof.

         "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as amended.

         "BASE RATE" means the rate of interest published or announced from time
to time by the  Credit  Bank as its  base or  prime  rate,  which  rate  may not
necessarily  represent the lowest or best

                                      -3-
<PAGE>

rate actually charged to any customer.  Any rate of interest  hereunder which is
calculated using the Base Rate shall change automatically and immediately as and
when the Base Rate shall change without notice to the Lessor or the Lessee,  and
any notice of such change in the Base Rate to which the Lessor or the Lessee may
otherwise be entitled is hereby waived,  and any such change shall not alter any
of the terms and conditions of the  Participation  Agreement,  the Reimbursement
Agreement or the other Operative Documents.

         "BASE RATE LOAN"  means any portion of a  Remarketing  Loan as to which
the applicable interest rate is the Base Rate.

         "BASIC  RENT"  means the rent  payable on each Rent  Payment  Date,  as
provided in SECTION 4.1 of the Lease.

         "BORROWER  PROMISSORY  NOTE"  means the  promissory  note issued by the
Lessor to the Issuer to  evidence  the Loan,  together  with any  amendments  or
supplements thereto or replacement thereof, as the context shall require.

         "BUSINESS  DAY"  means a day of the year,  other  than (i) a  Saturday,
Sunday or legal  holiday on which banking  institutions  in the State of Georgia
are  authorized  or required by law to close or (ii) a day on which The New York
Stock Exchange is closed.

         "CASUALTY" means an event of damage or casualty relating to all or part
of the Leased Property which does not constitute an Event of Loss.

         "CHARLOTTE  PARCEL"  means the parcel or parcels of land  described  in
Appendix II, Schedule I, of the Lease.

         "CHARLOTTE  PROPERTY"  means the  Charlotte  Parcel  together  with the
Improvements located thereon.

         "CLAIMS" means  liabilities,  obligations,  damages,  losses,  demands,
penalties,  fines,  claims,  actions,  suits,  judgments,  settlements,  utility
charges,  costs,  expenses and  disbursements  (including,  without  limitation,
reasonable legal fees and expenses) of any kind and nature whatsoever.

         "CLOSING DATE" means April 3, 2000.

         "CODE"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and
references  to  the  Code  and  Sections  of the  Code  shall  include  relevant
regulations and proposed regulations  thereunder and any successor provisions to
such Sections, regulations or proposed regulations.

         "CONDEMNATION"  means  any  condemnation,   requisition,  confiscation,
seizure  or other  taking or sale of the use,  occupancy  or title to the Leased
Property or any part thereof in, by or on account of any actual  eminent  domain
proceeding or other action by any  Governmental  Authority or other Person under
the power of  eminent  domain,  or any  transfer  in lieu of or in  anticipation
thereof,  which  in  any  case  does  not  constitute  an  Event  of  Taking.  A
Condemnation

                                      -4-
<PAGE>

shall be deemed  to have  "occurred"  on the  earliest  of the  dates  that use,
occupancy or title is taken.

         "CONTRACTUAL OBLIGATION" means, as applied to any Person, any provision
of any  Securities  issued by that Person or any  indenture,  mortgage,  deed of
trust, contract,  undertaking,  agreement, instrument or other document to which
that  Person is a party or by which it or any of its  properties  is bound or to
which it or any of its properties is subject (including, without limitation, any
restrictive covenant affecting any of the properties of such Person).

         "CONTRIBUTION"  means,  at any time,  the aggregate sum of  $877,515.46
advanced  by the Lessor  from its own funds for the  payment of  Property  Costs
pursuant to SECTION 2.2 (b) of the Participation Agreement,  less any portion of
the principal amount thereof  indefeasibly  repaid to the Lessor pursuant to the
Operative Documents as of the time of determination.

         "CONTRIBUTION  RETURN" means, as of any date of  calculation,  (a) with
respect to the aggregate amount of the Contribution then outstanding,  a pre-tax
cumulative  return on the balance of the  Contribution  outstanding from time to
time,  computed  at a per annum  rate  equal to (i)  during  any  period  when a
Remarketing Loan, if it were then outstanding under the Reimbursement Agreement,
would be treated as a LIBOR Rate Loan, the Contribution Return Rate; (ii) during
any period when either (A) such  Remarketing  Loan would be a Base Rate Loan, or
(B) the Base Rate  would  apply as a result  of any  circumstance  described  in
SECTION 2.03(f) of the Reimbursement  Agreement,  the Base Rate; or (iii) during
any period when an Event of Default shall have occurred and remain uncured,  the
Overdue Rate; PROVIDED,  HOWEVER,  that in none of the foregoing cases shall the
applicable  foregoing  rate exceed the highest  rate of  interest  permitted  by
Applicable Law which would be applicable to the  Contribution if it were treated
as  indebtedness  of the  Lessee to the  Lessor.  Contribution  Return  shall be
payable on each Rent Payment Date from the proceeds of the Facility Rent payable
by the  Lessee on each such date and any  amount of  Contribution  Return not so
paid when due will bear interest at the Overdue Rate until paid in full (whether
after or before judgment).

         "CONTRIBUTION  RETURN  RATE"  means a rate per annum equal at all times
during  each  respective  Interest  Period  applicable  to  the  calculation  of
Contribution  Return,  to the sum of the Adjusted LIBOR Rate  applicable to such
Interest Period plus 1.50 % per annum.

         "CREDIT BANK" means SunTrust Bank, a banking corporation duly organized
and validly existing under the laws of the State of Georgia, or any other issuer
of the Letter of Credit.

         "CREDIT BANK'S TITLE POLICY" is defined in SECTION 3.1(b)(vi) of the
Participation Agreement.

         "CREDIT  DOCUMENTS" means the  Reimbursement  Agreement,  the Letter of
Credit,  the  Borrower  Promissory  Note,  and the Security  Documents,  and all
documents and instruments  executed and delivered in connection with each of the
foregoing.

                                      -5-
<PAGE>
         "CREDIT  EVENT OF DEFAULT"  shall mean any of the events  specified  in
Article V of the Reimbursement Agreement,  PROVIDED THAT any requirement for the
giving of notice or for the lapse of time has been satisfied in connection  with
such event.

         "CREDIT  POTENTIAL  EVENT OF  DEFAULT"  means any event,  condition  or
failure which, with notice or lapse of time or both, would become a Credit Event
of Default.

         "CREDIT RENT" is defined in SECTION 4.1(c) of the Lease.

         "DATE OF  ISSUANCE"  means  the date on which  the  Letter of Credit is
issued and becomes effective.

         "DEBT SERVICE" means Debt Service as defined in the Note Indenture.

         "DEED" or "DEEDS" means,  as the context shall require,  one or more of
the deeds by which the Lessor took title to one or more Parcels of the Land.

         "DEFAULT"  means an event or condition  the  occurrence or existence of
which would,  with the lapse of time or the giving of notice or both,  become an
Event of Default (other than an Event of Default described in ARTICLE XIII(h) of
the Lease).

         "DEFAULT RENT PAYMENT DATE" is defined in SECTION 14.1(e) of the Lease.

         "DEPOSITORY"  means any security  depository  that is a clearing agency
under federal law operating and maintaining,  with participants or otherwise,  a
book entry system to record  ownership of book entry interest in the Notes,  and
to effect  transfers of book entry interest in the Notes in book entry form, and
includes and means The Depository Trust Company, New York, New York.

         "DOLLARS" and the sign "$" mean freely transferable money of the United
States of America.

         "DRAWING" means any one or more of an Interest Drawing, a Principal
Drawing, a Program Expense Drawing or a Remarketing Drawing.

         "EFFECTIVE DATE" means the date upon which interest starts to accrue
under the Borrower Promissory Note.

         "ENVIRONMENTAL AUDIT" means a Phase One environmental site assessment
(the scope and performance of which meets or exceeds ASTM standard Practice
E1527-93, Standard Practice for Environmental Site Assessments: Phase One
Environmental Site Assessment Process) for each Property, and if called for by
the Phase One site assessment, a Phase Two environmental site assessment the
scope and performance of which are approved by the Credit Bank in its sole
discretion.

                                     -6-
<PAGE>

         "ENVIRONMENTAL  LAWS" means and include the Resource  Conservation  and
Recovery  Act of 1976,  (RCRA) 42 U.S.C.  Sections  6901-6987,  as  amended by
the Hazardous and Solid Waste  Amendments of 1984, the  Comprehensive
Environmental Response, Compensation and Liability Act, as amended by the
Superfund Amendments and  Reauthorization  Act of 1986, 42 U.S.C.  Sections
9601-9657,  (CERCLA),  the Hazardous Materials  Transportation Act of 1975,
49 U.S.C. Sections 1801-1812, the Toxic Substances Control Act, 15 U.S.C.
Sections. 2601-2671,  the Clean Air Act, 42 U.S.C. Sections 7401 et seq., the
Federal Insecticide,  Fungicide and Rodenticid Act, 7 U.S.C.  Sections  136 et
seq., and all  similar  federal, state and local environmental laws, ordinances,
rules, orders,  statutes,  decrees,  judgments, injunctions,  codes and
regulations, and any other federal, state or local laws, ordinances,  rules,
codes and regulations  relating to the  environment,  human health  or natural
resources  or the  regulation  or  control of or imposing liability or standards
of conduct  concerning  human  health, the environment, Hazardous Materials or
the clean-up or other remediation of the Leased Property, or any part thereof,
as any of the foregoing may have been from time to time amended, supplemented or
supplanted.


         "ENVIRONMENTAL  PERMITS" means all permits,  licenses,  authorizations,
certificates and approvals of Governmental Authorities required by Environmental
Laws.

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

         "EVENT OF DEFAULT" means any event or condition designated as an "Event
of Default" in the Lease.

         "EVENT OF LOSS" is defined in SECTION 11.1 of the Lease.

         "EVENT OF TAKING" is defined in SECTION 11.2 of the Lease.

         "EXCLUDED RIGHTS" is defined in SECTION 1 of the Assignment of Lease
and Rents.

         "EXPIRATION DATE" means the Expiration Date as defined in the Letter of
Credit.

         "FACILITATION AGREEMENT" is defined in SECTION 4.2 of the Lease.

         "FACILITATION FEE" means the amount specified as the Facilitation Fee
to be paid by the Lessee to the Lessor as set forth in SECTION 4.2 of the Lease
and in the Facilitation Agreement.

         "FACILITY RENT" means amounts payable as Facility Rent as specified in
SECTION 4.1 of the Lease.

         "FAIR MARKET SALES VALUE" means, with respect to the Leased Property or
any portion thereof, the fair market sales value as determined by an independent
appraiser chosen by the Lessee (and otherwise reasonably acceptable to the
Credit Bank) that would be obtained in any arms-length transaction between an
informed and willing buyer (other than a lessee currently in possession and an
informed and willing seller, under no compulsion, respectively, to buy or sell
and neither of which is related to the Lessor or the Lessee, for the purchase of
the Lease

                                      -7-
<PAGE>

Property. Such fair market sales value shall be calculated as the value for the
use of the Leased Property assuming, in the determination of such fair market
sales value, that the Leased Property is in the condition and repair required to
be maintained by the terms of the Lease (unless such fair market sales value is
being determined for purposes of SECTION 14.1 of the Lease and except as
otherwise specifically provided in the Lease, or the Participation Agreement, in
which case this assumption shall not be made).

         "FINAL RENT PAYMENT DATE" is defined in SECTION 14.1(a) of the Lease.

         "FINANCIAL ADVISOR" means Cornerstone Capital Corporation.

         "FISCAL  YEAR" means the fiscal year of the Lessee,  which shall be the
twelve  (12)  monthly  accounting  periods  ending on the last  calendar  day of
December  or such other  period as the Lessee may  designate  and the Issuer may
approve in writing.

         "FRAMINGHAM  PARCEL"  means the parcel or parcels of land  described in
Appendix II, Schedule II, of the Lease.

         "FRAMINGHAM  PROPERTY"  means the Framingham  Parcel  together with the
Improvements located thereon.

         "FUNDING"  means the  disbursement  of the proceeds of the Loan and the
Contribution pursuant to SECTION 2.2 of the Participation Agreement.

         "FUNDING  REQUISITION"  means the Funding  Requisition  provided for in
SECTION 2.2(c) and (d) of the Participation Agreement.

         "GAAP" means  generally  accepted  accounting  principles in the United
States of America as in effect from time to time.

         "GOVERNMENTAL ACTION" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, decrees,
licenses, exemptions,  publications,  filings, notices to and declarations of or
with, or required by, any Governmental  Authority, or required by any Applicable
Law and shall include, without limitation,  all siting, building,  environmental
and  operating  permits and  licenses  that are  required  for the  acquisition,
construction, use, occupancy, zoning and operation of the Leased Property.

         "GOVERNMENTAL  AUTHORITY"  means the government of the United States of
America,  the government of any other nation,  any political  subdivision of the
United States of America or any other nation (including, without limitation, any
state, territory, federal district, municipality or possession) and any federal,
state, county, municipal or other governmental or regulatory authority,  agency,
board, body, commission,  instrumentality or court, or any political subdivision
thereof.

         "GUARANTOR" means Minnesota Power, Inc., a Minnesota corporation and
its permitted successors and assigns.

                                      -8-
<PAGE>

         "GUARANTY"  means the Limited  Guaranty of the  Guarantor,  dated as of
March 31,  2000,  in favor of the Lessor and the Credit  Bank,  and executed and
delivered in connection with the other Operative Documents.

         "HAZARDOUS  MATERIAL"  means any substance,  waste or material which is
toxic, explosive, corrosive, flammable, infectious,  radioactive,  carcinogenic,
mutagenic or otherwise hazardous, including petroleum, crude oil or any fraction
thereof,  petroleum  derivatives,  by products and other  hydrocarbons and is or
becomes  regulated  by  any  Governmental   Authority,   including  any  agency,
department, commission, board or instrumentality of the United States, the State
or  any  political  subdivision  thereof  and  also  including  asbestos,   urea
formaldehyde foam insulation, polychlorinated biphenyls ("PCBs") and radon gas.

         "HOLDER" means,  when used with respect to any of the Notes, the Holder
as defined in the Note Indenture.

         "IMPROVEMENTS"   means  the  buildings,   structures  and  improvements
described  in  Appendix II of the Lease and located or at any time to be located
on each Parcel,  along with all fixtures used or useful in  connection  with the
operation of the Leased Property,  including,  without limitation, all furnaces,
boilers,  compressors,  elevators,  fittings,  pipings,  connectives,  conduits,
ducts, partitions,  equipment and apparatus of every kind and description now or
hereafter  affixed  or  attached  or used  or  useful  in  connection  with  the
buildings,   and  all   Alterations   (including  all   restorations,   repairs,
replacements  and rebuilding of such  buildings,  improvements  and  structures)
thereto (but in all the above cases  excluding  trade  fixtures and any personal
property owned by the Lessee).

         "INCREASED  COSTS"  means  any  additional  amounts,  as set forth in a
reasonably  detailed  certificate  submitted to the Lessee as to the amounts and
basis for such amounts,  sufficient to compensate the Credit Bank, the Issuer or
the Lessor (with  respect to the  calculation  of  Contribution  Return) for any
increased  costs or reduced return on capital as a result of the issuance of the
Letter of Credit,  or the  funding or  holding  by such  Person of the  Borrower
Promissory  Note, or the  Contribution,  as the case may be (including,  without
limitation,  any such increased costs that are a result of the imposition of any
reserve,  special deposit,  capital adequacy or similar requirement  (including,
without limitation, regulations of the Board of Governors of the Federal Reserve
System)  against  assets of, or  deposits  with or for the account of, or credit
extended by such Person) as a result of (i) the  introduction or  implementation
after the Closing Date of any  applicable  law or other change  therein,  or any
change in interpretation or  administration  thereof,  or (ii) the compliance by
such Person with any  guideline  or request  (whether or not having the force of
law) of any such  authority,  central bank or comparable  agency,  which becomes
effective  after the  Closing  Date,  has the effect of  increasing  the cost or
reducing  the rate of  return  on  capital  to such  Person  (whether  by direct
taxation,  change  in  basis of  taxation,  imposition  of  reserve  or  deposit
requirements  or penalty or  otherwise)  in  respect  of its  agreeing  to make,
making, funding or maintaining the Loan or Contributions, as applicable.

         "INDEMNITEE"  means (i) the Holders,  the Credit Bank, the Lessor,  the
Note Trustee,  the Issuer and their respective  successors,  permitted  assigns,
permitted transferees,  employees,

                                      -9-
<PAGE>

officers,  directors and agents thereof,  (ii) the Issuer,  and its managers and
Affiliates,  and  their  respective  officers,  employees,   directors,  agents,
organizers,  incorporators and  stockholders,  and (iii) in the case of the Note
Trustee,  also including any trustee named in or holding office as trustee under
the Note Indenture,  in its individual  capacity,  and its officers,  directors,
agents and employees; PROVIDED, HOWEVER, that in no event shall the Lessee be an
Indemnitee.

         "INDEMNITEE GROUP" means, as applicable,  (i) the respective employees,
officers,  directors and agents of the Issuer, the Holders, the Credit Bank, the
Lessor, and the Note Trustee, (ii) in the case of the Lessor, also including its
constituent partners or members, and its officers, employees, directors, agents,
organizers,  incorporators,  stockholders,  managers and Affiliates and (iii) in
the case of the Note  Trustee,  also  including  any trustee named in or holding
office as trustee under the Note Indenture in its individual  capacity,  and its
officers,  directors, agents and employees;  PROVIDED, HOWEVER, that in no event
shall the Lessee be a member of an Indemnitee Group.

         "INDEMNIFIED  CLAIMS" is defined  in SECTION  7.3 of the  Participation
Agreement.

         "INSTITUTIONAL  INVESTOR"  means any bank,  trust company,  savings and
loan  association  or  other  financial  institution,   any  pension  plan,  any
investment company,  any insurance company, any broker or dealer, or any similar
financial  institution or entity,  regardless of legal form;  PROVIDED that such
Person also  constitutes  a "qualified  institutional  buyer" as defined in Rule
144A under the Securities Act.

         "INTEREST  DRAWING" means an Interest  Drawing as defined in the Letter
of Credit.

         "INTEREST PAYMENT DATE" is used with the definition supplied in SECTION
1.01 of the Note Indenture.

         "INTEREST  PERIOD"  means,  with respect to any  Remarketing  Loan, the
one-month  period  commencing  on the date of a  Remarketing  Drawing,  and with
respect  to the  calculation  of  Contribution  Return,  the  one  month  period
commencing on the Closing Date (PROVIDED that if either such  commencement  date
is not an  Interest  Payment  Date,  the period  commencing  on the date of such
Remarketing  Drawing, or the Closing Date, as the case may be, and ending on the
next  succeeding  Interest  Payment Date);  and  thereafter  with respect to the
continuation  thereof,  each succeeding  one-month period commencing on the last
day of the immediately preceding Interest Period and ending on the corresponding
day of the next succeeding month.

         "ISSUER"   means   Cornerstone   Funding   Corporation  I,  a  Delaware
corporation, and its permitted successors and assigns.

         "ISSUER  FINANCING  STATEMENTS"  means  such UCC  financing  statements
required to be filed by the UCC to perfect the  security  interest of the Credit
Bank in any Pledged Notes at any time held by the Trustee for the benefit of the
Credit  Bank,  with the Issuer as the debtor and the Credit  Bank as the secured
party; the security interest of the Credit Bank in the Borrower  Promissory Note
created by the assignment thereof as collateral  security for the payment of the
Letter of Credit Liabilities,  with the Issuer as the debtor and the Credit Bank
as the secured party; and the

                                      -10-
<PAGE>

security interest in the Borrower Promissory Note and such other property of the
Issuer as shall be  assigned  and  granted to the  Trustee  pursuant to the Note
Indenture, with the Issuer as the debtor and the Trustee as the secured party.

         "KNOXVILLE  PARCEL"  means the parcel or parcels of land  described  in
Appendix II, Schedule III, of the Lease.

         "KNOXVILLE  PROPERTY"  means the  Knoxville  Parcel  together  with the
Improvements located thereon.

         "LAND" means, collectively, the Charlotte Parcel, the Framingham Parcel
and the Knoxville Parcel.

         "LAWS" means all  ordinances,  statutes,  rules,  regulations,  orders,
injunctions,  writs,  treaties or decrees of any  Governmental  Authority or any
governmental  or political  subdivision  or agency  thereof,  or of any court or
similar entity established by any thereof.

         "LEASE"  means the Lease  Agreement  between  the Lessor and the Lessee
dated  as of  the  date  of  the  Participation  Agreement,  together  with  any
amendments and supplements  thereto,  pursuant to which,  INTER ALIA, the Lessee
leases the Leased Property from the Lessor.

         "LEASE  BALANCE"  means,  as of  any  date  of  determination,  without
duplication,  an amount  equal to the sum of (i) the  principal  balance  of the
Borrower  Promissory  Note,  all  accrued and unpaid  interest  on the  Borrower
Promissory  Note  and any  premium  or  prepayment  fee or  penalty  payable  in
connection  with  the  prepayment  thereof,  plus  (ii)  all  Letter  of  Credit
Liabilities,   plus  (iii)  the   Contribution,   and  all  accrued  and  unpaid
Contribution  Return thereon,  plus (iv) accrued and unpaid Basic Rent, plus (v)
all other  amounts  (including  Supplemental  Rent)  owing by the  Lessee to the
Lessor,  the Credit  Bank,  the Issuer or the Note Trustee  under the  Operative
Documents.

         "LEASE TERM" means (i) the period  commencing on the Closing Date,  and
ending on the  Scheduled  Termination  Date or (ii) such  shorter  period as may
result from earlier termination of the Lease as provided therein.

         "LEASE  TERMINATION DATE" means the Scheduled  Termination Date or such
earlier date on which the Lease Term shall end as provided in the Lease.

         "LEASED  PROPERTY"  means all of the  Properties at any time subject to
the Lease.

         "LESSEE"  means  ADESA  Corporation,  an Indiana  corporation,  and its
permitted successors and assigns under the Lease.

         "LESSEE  FINANCING  STATEMENTS"  means  such UCC  financing  statements
required to be filed by the UCC to perfect the security  interests  described in
SECTION 2.5 and in ARTICLE  XII of the Lease,  with the Lessee as the debtor and
the Lessor as the secured party, and such UCC

                                      -11-

<PAGE>

financing  statements  necessary to assign such security  interest to the Credit
Bank, pursuant to the Assignment of Lease and Rents.

         "LESSOR" means Asset  Holdings III, L.P., an Ohio limited  partnership,
and its permitted successors and assigns as Lessor under the Lease.

         "LESSOR'S ESTATE" means all property, rights, privileges and franchises
of every kind and  description,  real,  personal  or mixed,  whether  previously
granted, conveyed,  assigned, pledged over and confirmed, or intended, agreed or
covenanted so to be, to the Lessor  including,  without  limitation,  all right,
title and interest  (whether direct,  indirect,  contingent or otherwise) of the
Lessor in the following property:

                  (a) the Leased  Property and any  contracts,  instruments or
documents  entered into in connection  therewith or relating thereto;

                  (b) the Lease, including all rights to receive the payments of
Lease Balance,  Purchase Option Price, Basic Rent,  Supplemental Rent,  Recourse
Deficiency Amount, Sales Proceeds, any and all amounts payable or rights arising
under or as a result of  insurance  and  condemnation  awards and other  amounts
payable or rights arising under the Lease,  any and all amounts payable pursuant
to any  indemnities  under the  Operative  Documents  and the right to the Sales
Proceeds,  but excluding amounts paid or payable to the Lessor in its individual
capacity;

                  (c) the Guaranty;

                  (d) the Participation Agreement,  including all rights to
receive payment of the Recourse Deficiency Amount, but excluding amounts paid or
payable to the Lessor in its individual capacity;

                  (e) any  cash,  condemnation  or  casualty  award  or  payment
hereafter  deposited  or  required  to be  deposited  with the Lessor  under the
Operative  Documents,  but  excluding  amounts  paid or payable to the Lessor in
connection  with any of the Excluded  Rights,  or  otherwise  in its  individual
capacity; and

                  (f) all other Operative Documents to which the Lessor is party
and all other  documents,  moneys and other property which may from time to time
pursuant to any Operative  Document be delivered to or come into the  possession
of the  Lessor  and be  intended  to be held for the  benefit  of the  Lessor or
received in connection with the enforcement of any of the Operative Documents;

PROVIDED,  HOWEVER, that the Lessor's Estate, except for the Excluded Rights, is
and will be assigned,  pledged and mortgaged to the Credit Bank pursuant to, and
is and will be subject to the Lien of, the Assignment of Lease and Rents and the
Mortgages,  and is thereby  rendered  junior  and  subordinate  to the  Borrower
Promissory  Note and the payment  thereof  except with  respect to the  Excluded
Rights.

                                      -12-
<PAGE>

         "LESSOR  FINANCING  STATEMENTS"  means  such UCC  financing  statements
required to be filed by the UCC in order to perfect the  security  interests  in
the Collateral granted pursuant to the Mortgages for such Property, and pursuant
to the  Assignment  of Lease and  Rents,  with the  Lessor as the debtor and the
Credit Bank as the secured party.

         "LESSOR  INDEMNITEE"  means the Lessor,  its  successors  and permitted
assigns, permitted transferees,  incorporators,  members,  employees,  officers,
manager and agents.

         "LESSOR  LIENS"  means Liens on or against  the Leased  Property or any
portion thereof,  the Lease or any payment of Rent (i) which result from any act
of, or any Claim  against,  the Lessor  unrelated  to the  exercise  of Lessor's
rights under the  Operative  Documents or (ii) which result from any Tax owed by
the Lessor,  except any Tax which the Lessee is  obligated  by law to pay or for
which the Lessee has agreed to indemnify the Lessor.

         "LETTER OF CREDIT" means the direct-pay,  irrevocable  letter of credit
in the  Stated  Amount,  issued  by the  Credit  Bank to the  Note  Trustee  and
delivered to the Note Trustee at the Closing,  as the same may from time to time
be amended, modified, replaced, reinstated,  reconfirmed,  reissued or extended,
including, without limitation, any Alternate Letter of Credit.

         "LETTER  OF  CREDIT  FEES"  is  defined  in  SECTION   2.02(f)  of  the
Reimbursement Agreement.

         "LETTER OF CREDIT LIABILITIES" means, at any time, the Stated Amount of
the Letter of Credit then outstanding and available to be drawn upon by the Note
Trustee,  plus all unreimbursed  Drawings (including accrued and unpaid interest
thereon as in the Reimbursement Agreement provided),  plus any and all Letter of
Credit Fees and any and all other fees,  expenses,  costs or other  amounts then
due and  payable to the  Credit  Bank under the  Reimbursement  Agreement  or in
respect of the Letter of Credit or the Notes.

         "LETTER OF CREDIT  PAYMENT  DATE" means the  Business  Day on which any
amount is then due and payable under the Reimbursement Agreement.

         "LIBOR  RATE" means,  for any  Interest  Period to which the LIBOR Rate
applies,  an interest  rate per annum equal to the offered rate for U.S.  Dollar
deposits of not less than $1,000,000 for a period of time equal to each Interest
Period as of 11:00 A.M.  City of London,  England time two London  Business Days
prior  to the  first  date of each  Interest  Period  as  shown  on the  display
designated as "British Bankers Assoc. Interest Settlement Rates" on the Telerate
System ("Telerate"),  Page 3750 or Page 3740, or such other page or pages as may
replace  such  pages on  Telerate  for the  purpose  of  displaying  such  rate;
PROVIDED,  HOWEVER,  that if such rate is not  available  on Telerate  then such
offered rate shall be otherwise independently determined by the Credit Bank from
an alternate,  substantially  similar independent source available to the Credit
Bank  or  shall  be  calculated  by  Credit  Bank  by  a  substantially  similar
methodology as that theretofore used to determine such offered rate in Telerate.

         "LIBOR RATE LOAN" means any  Remarketing  Loan to which the  applicable
rate of interest is determined by reference to the LIBOR Rate.

                                      -13-
<PAGE>

         "LIBOR RESERVE PERCENTAGE" means the reserve requirement  including any
supplemental and emergency  reserves  (expressed as a percentage)  applicable to
member  banks  of  the  Federal   Reserve  System  in  respect  of  eurocurrency
liabilities  under Regulation D of the Board of Governors of the Federal Reserve
System, or any substituted or amended reserve requirements  applicable to member
banks of the Federal Reserve System which is in effect as of the date hereof and
taking into account any transitional  requirements  thereto  becoming  effective
during the term of the Letter of Credit.

         "LIEN" means any lien, mortgage,  deed of trust,  encumbrance,  pledge,
charge,  lease,  easement,  servitude,  right of others  (legal or equitable) or
security  interest  of  any  kind,  including  any  thereof  arising  under  any
conditional sale or other title retention agreement.

         "LOAN" means the loan of the proceeds from the sale of the Notes in the
principal  sum of up to  $28,373,000  made by the  Issuer  to the  Lessor on the
Closing Date and evidenced by the Borrower Promissory Note.

         "LOSS PROCEEDS" shall have the meaning specified in SECTION 11.6 of the
Lease.

         "MATERIAL  ADVERSE EFFECT" means a material adverse effect upon (i) the
financial condition, operations, performance or properties of the Lessee and its
Subsidiaries,  taken as a whole, or (ii) the ability of the Lessee or any of its
Subsidiaries,  including,  without limitation,  any of the Lessee, to perform in
any material respect under the Operative Documents.

         "MATURITY DATE" means April 1, 2020.

         "MEMORANDUM OF LEASE" means each  Memorandum of Lease,  dated as of the
date of the  Participation  Agreement,  between  the  Lessee  and  Lessor  which
describes the Lease and certain of its provisions and is intended to be recorded
in the real  property  records of the county and state in which each Property is
located.

         "MOODY'S" shall mean Moody's Investors Service, Inc., a Delaware
corporation, its successors and assigns.

         "MORTGAGES" means the Deed of Trust and Security  Agreement or Mortgage
and Security Agreement dated as of the date of the Participation  Agreement made
and  executed by Lessor and  delivered  to the Credit Bank with  respect to each
Property, as amended and supplemented from time to time.

         "NET WORTH" means,  for any Person as of the date of any  determination
thereof,  the sum of (i) the par value (or value stated on the books of the such
Person) of the capital  stock of all classes of such  Person,  plus (or minus in
the case of a surplus  deficit)  (ii) the  amount of the  consolidated  surplus,
whether capital or earned,  of the Person and its  Subsidiaries,  plus (iii) the
amount of paid in capital,  less the sum of  treasury  stock,  unamortized  debt
discount and expense, goodwill,  trademarks,  tradenames,  patents,  non-current
deferred  charges and other  intangible  assets and any write-up of the value of
any asset,  all as  determined  on a  consolidated  basis for the Person and its
Subsidiaries in accordance with GAAP.

                                      -14-
<PAGE>
         "NON-DISTURBANCE  AND ATTORNMENT  AGREEMENT" means each  Subordination,
Non-Disturbance  and  Attornment  Agreement,   dated  as  of  the  date  of  the
Participation  Agreement,  by and among the  Credit  Bank,  the  Lessor  and the
related Lessee, together with any amendments or supplements thereto.

         "NOTES" or "SERIES 2000A NOTES" means the Issuer's  $28,373,000
aggregate  principal  amount of Floating  Rate Notes,  Series 2000A.

         "NOTE  INDENTURE"  means that certain Trust Indenture of even date with
the Participation  Agreement between the Note Trustee and the Issuer, as amended
and supplemented from time to time.

         "NOTE TRUSTEE" shall mean Fifth Third Bank, a banking  corporation duly
organized,  validly  existing and authorized to exercise  corporate trust powers
under the laws of the State of Ohio,  and its  successors  and  assigns in trust
under the Note Indenture.

         "OFFICER'S  CERTIFICATE" of a Person means a certificate  signed by the
Chairman of the Board or the  President or any Executive  Vice  President or any
Senior Vice  President or any other Vice  President of such Person  signing with
the  Treasurer or any  Assistant  Treasurer or the  Controller  or any Assistant
Controller or the Secretary or any Assistant Secretary of the such Person, or by
any Vice President who is also Controller or Treasurer signing alone.

         "OPERATIVE DOCUMENTS" means the Participation  Agreement,  the Transfer
Documents, the Lease, the Borrower Promissory Note, the Reimbursement Agreement,
the Letter of Credit,  the  Assignment of Lease and Rents,  the  Mortgages,  the
Guaranty, the Non-Disturbance and Attornment Agreements,  the Note Indenture and
the Notes.

         "ORIGINAL  EXECUTED  COUNTERPART"  is defined  in SECTION  18.08 of the
Lease.

         "OUTSTANDING"  means,  with  reference  to the  Notes,  Outstanding  as
defined in the Note Indenture.

         "OVERDUE  RATE"  means the  lesser  of (i) the  highest  interest  rate
permitted by Applicable  Law and (ii) an interest rate per annum  (calculated on
the basis of a 365-day  year) equal to the Base Rate in effect from time to time
plus 2.00%.

         "PARCEL" means each of the Charlotte Parcel,  the Framingham Parcel and
the Knoxville Parcel.

         "PARTICIPATION AGREEMENT" means the Participation Agreement dated as of
March 31, 2000 among the  Issuer,  the Credit  Bank,  the Lessor and the Lessee,
together with all amendments and supplements thereto.

                                      -15-
<PAGE>

         "PAYMENT  DATE" means (i) each Rent Payment Date during the Lease Term,
and (ii) the Lease Termination Date;  PROVIDED,  HOWEVER,  that if any such date
shall not be a  Business  Day,  the  Payment  Date  shall be the next  following
Business Day.

         "PAYMENT  DEFICIENCY"  has the meaning set forth in SECTION  2.03(c) of
the Reimbursement Agreement.

         "PERMITTED  LIENS" means (i) the respective rights and interests of the
Lessee,  the Lessor and the Credit Bank as provided in the Operative  Documents,
(ii) Lessor  Liens,  (iii)  Liens for Taxes  either (A) not yet due or (B) being
contested in good faith and by appropriate  proceedings,  so long as enforcement
thereof is stayed  pending such  proceedings,  (iv)  materialmen's,  mechanics',
workers',  repairmen's,  employees'  or other like Liens arising with respect to
the Land  after the  acquisition  thereof  by Lessor in the  ordinary  course of
business for amounts either not yet due or being  contested in good faith and by
appropriate  proceedings,  so long as enforcement thereof is stayed pending such
proceedings,  (v) Liens  arising with respect to the Land after the  acquisition
thereof by Lessor out of  judgments  or awards with respect to which at the time
an appeal or proceeding for review is being prosecuted in good faith, so long as
the  enforcement  thereof has been stayed  pending  such appeal or review,  (vi)
easements, rights of way, reservations,  servitudes and rights of others against
the Land which are  listed on  Schedule B to the Title  Policy or  permitted  by
ARTICLE VI of the Lease,  and (vii)  assignments,  Lease and sublease  expressly
permitted by the Operative Documents.

         "PERSON"  means  an  individual,   corporation,   partnership,  limited
liability  company,  joint venture,  association,  joint-stock  company,  trust,
nonincorporated   organization   or   government  or  any  agency  or  political
subdivision thereof.

         "PLANS AND SPECIFICATIONS" means the final plans and specifications for
the  Improvements  as such Plans and  Specifications  may be hereafter  amended,
supplemented or otherwise modified from time to time.

         "PLEDGED  NOTES" means the Pledged  Notes as defined in SECTION 2.06 of
the Reimbursement Agreement.

         "PRO RATA FRACTION" means, with respect to each Property, that fraction
of the Lease Balance,  the Recourse  Deficiency  Amount, or other item for which
the  Pro  Rata  Fraction  of a  particular  Property  is to be  calculated,  the
numerator  of which is the  amount  set  forth in the  following  table for such
Property,  and the  denominator of which is the total of such amounts for all of
the Properties subject to the Lease at the time of calculation:

                                                   Applicable
                  Property                           Amount
                  --------                         ----------

        Charlotte Property                         $ 8,000,000
        Framingham Property                        $17,500,000
        Knoxville Property                         $ 3,750,000

                                      -16-
<PAGE>

         "PRINCIPAL  DRAWING" means a Principal Drawing as defined in the Letter
of Credit.

         "PROCEEDING"  means any action,  suit or proceeding in equity or at law
or otherwise.

         "PROGRAM EXPENSE DRAWING" means a Program Expense Drawing as defined in
the Letter of Credit.

         "PROGRAM  EXPENSES" shall mean Program  Expenses as defined in the Note
Indenture.

         "PROPERTY"  means  each  of  the  Charlotte  Property,  the  Framingham
Property, and the Knoxville Property.

         "PROPERTY  COSTS"  is  defined  in  SECTION  2.6 of  the  Participation
Agreement.

         "PURCHASE OPTION" is defined in SECTION 15.1 of the Lease.

         "PURCHASE  OPTION PRICE" means,  for each Property,  an amount equal to
such Property's Pro Rata Fraction of the Lease Balance as of the closing date of
the  purchase  of the  Property  pursuant  to the  exercise by the Lessee of the
Purchase Option, as set forth in SECTION 15.1 of the Lease.

         "QUALIFIED PAYMENT" shall mean any monies paid or payable to the Lessor
or the Credit Bank and identified in the Lease or any other  Operative  Document
as a "Qualified  Payment",  it being agreed that all Qualified Payments shall be
paid to the Credit Bank as a pre-payment  of the Loan to be applied as principal
payments of the Loan,  but without  (unless agreed in writing by the Credit Bank
and the  Lessee)  affecting  or giving rise to any change or  adjustment  of the
Basic Rent except the installment due on the Lease Termination Date.

         "RATE  ADJUSTMENT  DATE"  means  the date on which the  interest  rate,
determined on the related Rate  Determination  Date,  applicable to the Borrower
Promissory  Note becomes  effective.  A Rate Adjustment Date shall occur on each
Thursday.

         "RATE  DETERMINATION  DATE" means the first Business Day next preceding
each Rate Adjustment Date.

         "RATE  PERIOD"  means,  with the  exception of the initial Rate Period,
each  seven day period  commencing  on a  Thursday  and ending on the  following
Wednesday, or the maturity date of the Borrower Promissory Note, whichever shall
first occur.

         "RATING  SERVICE"  means  a  Rating  Service  as  defined  in the  Note
Indenture.

         "RECOURSE  DEFICIENCY  AMOUNT"  means  at any time of  calculation,  an
amount equal to $23,290,000, less, if prior thereto any Property shall have been
purchased  pursuant to the provisions of SECTION 11.1, 11.2 or 15.1 of the Lease
(and the related  purchase  monies paid in full),  the Pro Rata Fraction of each
Property so purchased multiplied by $23,290,000.

                                      -17-
<PAGE>

         "REGULATIONS" means the income tax regulations promulgated from time to
time under and pursuant to the Code.

         "REIMBURSEMENT ACCOUNT" is defined in SECTION 3.07 of the Reimbursement
Agreement.

         "REIMBURSEMENT AGREEMENT" means the Reimbursement Agreement dated as of
the date of the Participation Agreement, between the Credit Bank and the Lessor,
together with all amendments and supplements thereto.

         "RELEASE" means the release, deposit, disposal or leak of any Hazardous
Material  into or upon or under any land or water or air, or otherwise  into the
environment,  including,  without  limitation,  by  means of  burial,  disposal,
discharge,  emission, injection,  spillage, leakage, seepage, leaching, dumping,
pumping, pouring, escaping, emptying, placement and the like.

         "RELEASE  DATE"  means the date that the Loan has been paid in full and
all Contributions have been repaid in full.

         "REMARKETING AGENT" means, initially,  Cornerstone Capital Corporation,
an  Ohio  Corporation,   its  successors  and  assigns,  and  any  other  Person
subsequently  appointed and acting as  remarketing  agent under the  Remarketing
Agreement.

         "REMARKETING  AGREEMENT"  means the  Remarketing  Agreement dated as of
March 31, 2000 between the Issuer,  the Credit Bank and the  Remarketing  Agent,
relating to the  remarketing  of the Notes,  as such agreement may be amended as
permitted therein.

         "REMARKETING CONDITIONS" is defined in SECTION 15.6(b) of the Lease.

         "REMARKETING  DRAWING"  means a  Remarketing  Drawing as defined in the
Letter of Credit.

         "REMARKETING OPTION" is defined in SECTION 15.6 of the Lease.

         "RENT" means Basic Rent and Supplemental Rent, collectively.

         "RENT PAYMENT DATE" means the last Business Day of each calendar  month
during the Lease Term.

         "RENT  PERIOD"  means (i) the period  beginning on the Closing Date and
ending on the first Payment Date, and (ii) each subsequent  period  beginning on
the day immediately after a Payment Date and ending on the next Payment Date.

         "REQUIREMENTS OF LAW" means, as to any Person,  the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation,  permit, approval,  authorization,  license or variance, order or
determination of an arbitrator or a court or other  Governmental  Authority,  in
each case applicable to or binding upon such Person or any of its property or to
which  such  Person  or any of  its  property  is  subject,  including,  without

                                      -18-
<PAGE>

limitation, the Securities Act, the Securities Exchange Act, Regulations G, T, U
and X, and any  building,  environmental  or land use  requirement  or permit or
occupational safety or health law, rule or regulation.

         "RESPONSIBLE OFFICER" means the President, any Senior Vice President or
Executive Vice President, the Secretary, or the Treasurer.

         "S&P" shall mean Standard & Poor's Rating Group, a division of
McGraw-Hill, Inc., and its successors and assigns.

         "SALES  PROCEEDS" means the proceeds of any sale of the Leased Property
pursuant to the provisions of SECTION 15.6 or 15.7 of the Lease.

         "SCHEDULED  TERMINATION DATE" means the earlier of (i) April 1, 2010 or
(ii) the last Interest  Payment Date which  precedes the  Expiration  Date by at
least 10 days.

         "SEC" means the United States Securities and Exchange Commission.

         "SECURITIES" means any stock, shares, voting trust certificates, bonds,
debentures,  notes or other  evidences of  indebtedness,  secured or  unsecured,
convertible,  subordinated or otherwise,  or in general any instruments commonly
known  as   "securities",   or  any   certificates  of  interest,   shares,   or
participations  in  temporary  or  interim  certificates  for  the  purchase  or
acquisition  of, or any right to  subscribe  to,  purchase or acquire any of the
foregoing.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.

         "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         "SECURITY  DOCUMENTS"  means the  following  documents  which have been
executed by the Lessee,  the Lessor or the Guarantor and delivered to the Credit
Bank as security for the Lessor's obligations under the Reimbursement Agreement,
the Borrower Promissory Note, the Participation Agreement, and any and all other
present or future Obligations,  agreements,  or indebtedness  between the Lessor
and the Credit Bank: the Lease (to the extent  construed as a mortgage,  deed of
trust,  security agreement or similar security  instrument),  the Guaranty,  the
Mortgages, the Assignment of Lease and Rents and the UCC Financing Statements.

         "STATE"  means,  with respect to each  Parcel,  the State in which such
Parcel is located.

         "STATED AMOUNT" means, at any time, the unpaid principal balance of the
Notes,  plus 45 days' of interest  thereon  calculated at the rate of 14.73% per
annum,  plus 45 days' of Program  Expenses  calculated  with  respect to the par
amount of the Notes then  Outstanding  at a per annum rate of 0.27%.  The Stated
Amount is originally  $28,904,994,  being $28,373,000 of principal,  $522,418 of
interest and $9,576 of Program Expenses.

         "SUBSIDIARY"  means for any Person any  corporation or others entity of
which  securities or other ownership  interests  having ordinary voting power to
elect a majority of the board of

                                      -19-
<PAGE>

directors or other Persons performing similar functions are at the time directly
or indirectly owned by such Person.

         "SUPPLEMENTAL  RENT"  means  any  and  all  amounts,   liabilities  and
obligations  other than  Basic  Rent  which the  Lessee  assumes or agrees or is
otherwise  obligated  to pay under the  Lease or any  other  Operative  Document
(whether or not designated as Supplemental  Rent) to the Lessor, the Issuer, any
Holder, the Credit Bank, the Note Trustee or any other party, including, without
limitation,  Increased  Costs  payable at any time with  respect to the Borrower
Promissory  Note, the Letter of Credit or the Notes,  amounts  payable by Lessee
under ARTICLE XVII of the Lease,  and  indemnities and damages for breach of any
covenants, representations, warranties or agreements.

         "TAX" or "TAXES" is  defined  in  SECTION  7.4(a) of the  Participation
Agreement.

         "TAX  INDEMNITEE"  means the  Lessor,  the  Issuer,  the Holders of the
Notes, and their respective Affiliates, successors, permitted assigns, permitted
transferees, employees, officers, directors and agents thereof (and, in the case
of the  Lessor and the  Issuer,  also  including  their  respective  organizers,
incorporators,  managers, members and stockholders),  PROVIDED, HOWEVER, that in
no event shall the Lessee be a Tax Indemnitee.

         "TITLE   INSURANCE   COMPANY"  means  First  American  Title  Insurance
Corporation and its successors and assigns.

         "TITLE  POLICIES"  are  defined  in  SECTION  3.3 of the  Participation
Agreement.

         "TRANSFER  DOCUMENTS"  means  (i) the  Partnership  Reorganization  and
Redemption  Agreement dated as of March 31, 2000, (the  "Redemption  Agreement")
among the Lessor,  Realty Facility Holdings I, L.L.C., an Ohio limited liability
company ("RFH"), Realty Facility Investments,  L.L.C., an Ohio limited liability
company ("RFI"), Asset Holdings Corporation, a Delaware corporation ("AHC"), and
January  Partnership  Ltd.,  an Ohio  limited  partnership  ("JPL") and (ii) the
Release  and  Waiver  Agreement  dated  as  of  March  31,  2000  (the  "Release
Agreement")  among the  Partnership,  AHC,  JPL,  the  Lessee,  Banc One Capital
Partners   II,   LLC,  a  Delaware   limited   liability   company   ("BOCPII"),
ADESA-Charlotte,  Inc., a North Carolina corporation, A.D.E. of Knoxville, Inc.,
a  Tennessee  corporation,  and  Auto  Dealers  Exchange  of  Concord,  Inc.,  a
Massachusetts corporation.

         "UCC" means the Uniform Commercial Code of, as applicable, the State of
Ohio and each State in which a Property  is  located,  as in effect from time to
time.

         "UCC FINANCING STATEMENTS" means the Lessee Financing  Statements,  the
Lessor  Financing  Statements,  the Issuer  Financing  Statements  and any other
Uniform  Commercial Code Financing  Statement given by the Lessee, the Lessor or
the  Issuer  to be  filed  with the  offices  of the  Secretary  of State or the
Secretary  of  the   Commonwealth,   as  applicable,   of  the  Commonwealth  of
Massachusetts,  the States of Tennessee,  North  Carolina and Ohio, and the real
and personal property records offices of Middlesex County, Massachusetts, Loudon
County, Tennessee, Mecklinburg County, North Carolina and Franklin County, Ohio.

                                      -20-
<PAGE>

         "UNFUNDED  BENEFIT  LIABILITIES"  means,  with  respect to any Employee
Benefit Plan at any time,  the amount of unfunded  benefit  liabilities  of such
Employee Benefit Plan at such time as determined under ERISA Section 4001(a)(18)
which shall not be less than the accumulated benefit obligation, as disclosed in
accordance  with FAS 87, over the fair market  value of  Employee  Benefit  Plan
assets.

         "WEEKLY  RATE" means the rate of interest per annum  determined  by the
Remarketing  Agent and generally in effect for a period of one week,  subject to
adjustment  as  provided in Section  2.03 of the  Reimbursement  Agreement.  The
Weekly Rate shall be the minimum rate of interest  which,  in the opinion of the
Remarketing  Agent,  would be necessary to sell the Notes on the Rate Adjustment
Date in a secondary  market sale at the  principal  amount  thereof plus accrued
interest.

                               (End of Appendix I)




                                      -21-