REIMBURSEMENT AGREEMENT

                                   dated as of

                                November 20, 1997

                                      among


                        MOVIEPLEX REALTY LEASING, L.L.C.,


                           The Lenders Listed Herein,

                                       and

                              WACHOVIA BANK, N.A.,
                                    as Agent


<PAGE>

                             REIMBURSEMENT AGREEMENT


                  REIMBURSEMENT  AGREEMENT  dated as of November  20, 1997 among
MOVIEPLEX REALTY LEASING,  L.L.C., a New Jersey limited liability  company,  the
LENDERS listed on the signature pages hereof and WACHOVIA BANK, N.A., as Agent.

                  The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01  Definitions.  Certain  capitalized terms used in
this Agreement and not defined herein have the meanings set forth in the form of
Lease set forth on Exhibit G and incorporated herein by reference.  The terms as
defined in this Section 1.01 shall,  for all purposes of this  Agreement and any
amendment  hereto (except as herein otherwise  expressly  provided or unless the
context otherwise requires), have the meanings set forth herein:

                  "Additional Rent" has the meaning set forth in the Lease.

                  "Additional  Rent Collateral  Reserve Account" has the meaning
set forth in Section 2.02.

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

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

                  "Agency and  Development  Agreement" has the meaning set forth
in the Lease.

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

                  "Agent's   Letter   Agreement"   means  that  certain   letter
agreement,  dated as of March 18, 1997  between  Lessor,  Lessee,  and the Agent
relating to the  structure of the Letters of Credit,  and certain fees from time
to time payable by Lessor and Lessee to the Agent, together with all amendments,
consolidations, modifications, renewals and supplements thereto.
<PAGE>
                  "Agreement" means this Reimbursement Agreement,  together with
all amendments, consolidations, modifications, renewals and supplements hereto.

                  "Applicable  Completion Date" has the meaning set forth in the
Lease.

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

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

                  "Assignment  of Rents" means the  Assignment of Rents executed
and delivered by Lessor,  substantially  in the form of Exhibit J, together with
all amendments, consolidations, modifications, renewals and supplements thereto.

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

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

                  "Base  Rate  Election"  has the  meaning  set forth in Section
2.01(e)(iii).

                  "Base Rate Tender  Advance" means a Tender Advance which bears
or is to bear interest at a rate based upon the Base Rate,  and is to be made or
continued as or  converted  to a Base Rate Tender  Advance as a result of a Base
Rate Election pursuant to Section  2.01(e)(iii) or pursuant to the provisions of
Article VIII, as applicable.

                  "Bonds" means  individually and  collectively,  as the context
shall require, the Series A Bonds and the Series B Bonds.

                  "Bond Fund" has the meaning set forth in the Indenture.

                  "Capital  Stock"  means any  nonredeemable  limited  liability
company membership  interests and/or capital stock of Lessor,  whether common or
preferred.

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

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

                  "Change of Law" has the meaning set forth in Section 8.02.

                  "Closing  Certificate"  has the  meaning  set forth in Section
3.01(e).

                  "Closing Date" means November 20, 1997.

                  "Code" means the Internal Revenue Code of 1986, as amended, or
any successor Federal tax code.
<PAGE>
                  "Collateral" means any and all collateral  security consisting
of  personal  and/or  real  property,  granted by Lessor or any other  Person to
secure  the  Obligations,  including  without  limitation,  all such  collateral
security granted under the Operative Documents.

                  "Commitment"  means any one,  or more,  or all, as the context
shall require, of the LC Issuer Commitments and the LC Participant Commitments.

                  "Common Member" *[material omitted]

                  "Common Membership Interests" *[material omitted]

                  "Compliance  Certificate"  has the  meaning  set  forth in the
Lease.

                  "Consolidated  Cash  Flow"  has the  meaning  set forth in the
Lease.

                  "Construction  Commencement Date" has the meaning set forth in
Section 3.02(c).

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

                  "Debt" of any Person means at any date,  without  duplication,
(i) all  obligations  of such  Person for  borrowed  money  (including,  without
limitation,  obligations  under leases which are intended to be operating leases
for purposes of GAAP and financing leases for property and bankruptcy purposes),
(ii) all  obligations of such Person  evidenced by bonds,  debentures,  notes or
other  similar  instruments,  (iii) all  obligations  of such  Person to pay the
deferred  purchase price of property or services,  except trade accounts payable
arising in the ordinary course of business,  (iv) all obligations of such Person
as lessee under capital leases,  (v) all obligations of such Person to reimburse
any  bank or other  Person  in  respect  of  amounts  payable  under a  banker's
acceptance,  (vi) all  Redeemable  Preferred  Stock of such Person (in the event
such Person is a corporation), (vii) all obligations of such Person to reimburse
any bank or other Person in respect of amounts paid or to be paid under a letter
of credit or similar instrument,  (viii) all Debt of others secured by a Lien on
any asset of such  Person,  whether or not such Debt is assumed by such  Person,
(ix) all  obligations  of such Person with respect to interest  rate  protection
agreements,  foreign currency exchange agreements or other hedging  arrangements
(valued as the  termination  value thereof  computed in accordance with a method
approved by the  International  Swap Dealers  Association  and agreed to by such
Person in the applicable hedging agreement,  if any), and (x) all Debt of others
Guaranteed by such Person.

                  "Debt to Cash Flow Ratio" means Lessee's ratio of Consolidated
Funded Debt to  Consolidated  Cash Flow  determined in  accordance  with Section
2.1(v) of the Lease.

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

                  "Default  Rate"  means,  with  respect  to  any  Reimbursement
Obligations,  on any day, the sum of 2% plus the then highest  interest  rate or
fee which may be applicable hereunder  (irrespective of whether any such type of
Reimbursement Obligations or fees are actually outstanding hereunder).

---------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
                  "Deferred Maintenance Obligation" has the meaning set forth in
the Lease.

                  "Disbursement  Request" means a  "Requisition",  as defined in
the  Indenture,  by  Lessor  for a Project  Cost  Disbursement  pursuant  to the
Indenture.

                  "Distribution" means any distribution payable to the Preferred
Member or the Common Members  pursuant to and in accordance  with the provisions
of the Operating Agreement.

                  "Distribution  Payment  Date"  has the  meaning  set  forth in
Section 2.02.

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

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

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

                  "Eligible  Lender"  means (i) with respect to an LC Issuer,  a
Lender  which is rated at least  A-1 by S&P and P-1 by  Moody's,  and (ii)  with
respect to an LC  Participant,  a Lender whose senior debt rating is equal to or
better than a rating of A- by S&P and A3 by Moody's.

                  "Eligible Preferred Member Assignee" *[material omitted]

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

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

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

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

                  "Environmental  Notices"  means notice from any  Environmental
Authority or by any other person or entity, of possible or alleged noncompliance
with  or  liability  under  any  Environmental  Requirement,  including  without
limitation any complaints, citations, demands or requests from any Environmental
Authority or from any other person or entity for  correction of any violation of
any Environmental  Requirement or any investigations concerning any violation of
any Environmental Requirement.
---------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
                  "Environmental    Proceedings"    means   any    judicial   or
administrative  proceedings  arising  from or in any  way  associated  with  any
Environmental Requirement.

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

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

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

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

                  "Euro-Dollar  Rate"  means  for any  Euro-Dollar  Rate  Tender
Advance for any applicable  Interest  Period,  a rate per annum equal to the sum
of: (i) the Adjusted London  Interbank  Offered Rate (as determined by the Agent
for each applicable Interest Period, so long as the Euro-Dollar Rate Election is
in effect pursuant to Section 2.01(e)(iii),  with reference to the amount of the
Tender Advance);  plus (ii) the amount of the fee which would be payable to such
LC Issuer  pursuant  to Section  2.01(h)  if its  Letter of Credit had  remained
outstanding; plus (iii) 0.25%, for each applicable Interest Period for which the
Euro-Dollar  Rate Election is in effect or until,  but excluding,  the date such
Tender Advance is paid in full.

                  "Euro-Dollar  Rate  Election"  has the  meaning  set  forth in
Section 2.01(e)(ii).

                  "Euro-Dollar Rate Tender Advance" means a Tender Advance which
bears or is to bear interest at a rate based upon the Adjusted London  Interbank
Offered  Rate,  and is to be made or continued as or converted to a  Euro-Dollar
Rate  Tender  Advance as a result of a  Euro-Dollar  Rate  Election  pursuant to
Section 2.01(e)(iii).

                  "Euro-Dollar  Reserve  Percentage"  means  for  any  day  that
percentage  (expressed  as a  decimal)  which  is in  effect  on  such  day,  as
prescribed  by the Board of  Governors  of the  Federal  Reserve  System (or any
successor) for determining the maximum reserve  requirement for a member bank of
the  Federal  Reserve  System in respect of  "Eurocurrency  liabilities"  (or in
respect  of any  other  category  of  liabilities  which  includes  deposits  by
reference  to  which  the  interest  rate  on  Euro-Dollar  Tender  Advances  is
determined  or any  category  of  extensions  of  credit or other  assets  which
includes  loans by a  non-United  States  office of any Lender to United  States
residents).  The  Adjusted  London  Interbank  Offered  Rate  shall be  adjusted
automatically  on and as of the effective date of any change in the  Euro-Dollar
Reserve Percentage.

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

                  "Excess Income" has the meaning set forth in Section 2.02.
<PAGE>
                  "Expiry  Date" means  November 5, 2002, or such later date, if
any, to which the Expiry Date has been extended pursuant to Section 2.01(a).

                  "Federal  Funds Rate"  means,  for any day, the rate per annum
(rounded  upward,  if necessary,  to the next higher 1/100th of 1%) equal to the
weighted  average of the rates on  overnight  Federal  funds  transactions  with
members of the Federal  Reserve System arranged by Federal funds brokers on such
day,  as  published  by the  Federal  Reserve  Bank of New York on the  Domestic
Business Day next  succeeding  such day,  provided that (i) if the day for which
such rate is to be determined is not a Domestic  Business Day, the Federal Funds
Rate for such day shall be such rate on such  transactions on the next preceding
Domestic  Business Day as so published on the next succeeding  Domestic Business
Day,  and (ii) if such rate is not so published  for any day, the Federal  Funds
Rate for such day shall be the average  rate charged to the Agent on such day on
such transactions, as determined by the Agent.

                  "Final Project  Completion  Date" has the meaning set forth in
the Lease.

                  "Fiscal Quarter" means any fiscal quarter of Lessor.

                  "Fiscal Year" means any fiscal year of Lessor.

                  "Fund" means any of the funds established under the Indenture.

                  "Fund  Account  Security  Agreement"  means  the Fund  Account
Collateral  Assignment and Security  Agreement executed and delivered by Lessor,
substantially   in  the  form  of  Exhibit  K,  together  with  all  amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Funded Debt" has the meaning set forth in the Lease.

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

                  "Governmental  Rule"  has the  meaning  set  forth in  Section
2.01(j).

                  "Guarantee" by any Person means any obligation,  contingent or
otherwise,  of such Person directly or indirectly guaranteeing any Debt or other
obligation  of any other  Person and,  without  limiting the  generality  of the
foregoing, any obligation,  direct or indirect, contingent or otherwise, of such
Person  (i) to  secure,  purchase  or pay (or  advance  or supply  funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of  partnership  arrangements,  by agreement to keep-well,  to purchase  assets,
goods,  securities or services,  to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the  purpose of  assuring  in any other  manner the  obligee of such Debt or
other  obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include  endorsements  for  collection or deposit in the ordinary  course of
business. The term "Guarantee" used as a verb has a corresponding meaning.
<PAGE>
                  "Hazardous Materials" includes,  without limitation, (a) solid
or hazardous waste, as defined in the Resource  Conservation and Recovery Act of
1980,  42  U.S.C.  ss.  6901  et  seq.  and  its  implementing  regulations  and
amendments,  or in  any  applicable  state  or  local  law  or  regulation,  (b)
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or in
any  applicable  state or local law or  regulation,  (c) gasoline,  or any other
petroleum product or by-product,  including,  crude oil or any fraction thereof,
(d) toxic substances, as defined in the Toxic Substances Control Act of 1976, or
in any  applicable  state  or  local  law or  regulation  and (e)  insecticides,
fungicides, or rodenticides,  as defined in the Federal Insecticide,  Fungicide,
and  Rodenticide  Act of  1975,  or in any  applicable  state  or  local  law or
regulation,  as each such Act, statute or regulation may be amended from time to
time.

                  "Holders"  means  holders  of the  Bonds  from  time  to  time
pursuant to the Indenture.

                  "Impositions"  means all fees, costs,  taxes,  indemnification
amounts,  charges and other  expenses  payable by Lessor under Article VIII, and
Sections  2.01,  2.04,  7.05,  Sections 9.03 and 9.04, or under any of the other
Operative Documents.

                  "Indenture"  means that  certain  indenture by and between the
Trustee and Lessor dated as of November 1, 1997,  together with all  amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Individual Properties" means,  individually and collectively,
as  the  context  may  require,  Movie  Theaters  acquired,   assembled,  and/or
constructed on real property  owned,  or, with the prior written  consent of the
Agent and the Lenders,  leased, by Lessor, which Individual  Properties are then
leased by Lessor, as lessor, to Lessee pursuant to the terms of the Lease.

                  "Ineligible  Lender" means (i) with respect to an LC Issuer, a
Lender which is rated below A-1 by S&P or P-1 by Moody's,  and (ii) with respect
to an LC Participant,  a Lender whose senior debt rating is below a rating of A-
by S&P or A3 by Moody's.

                  "Ineligible  Lender At Risk  Amount" has the meaning set forth
in Section 2.01(b)(ii).

                  "Interest  Period"  means,  with  respect to each  Euro-Dollar
Tender  Advance,  during the period any  Euro-Dollar  Rate Election is in effect
pursuant to Section 2.01(e)(iii):  (i) the period commencing on the date of such
Euro-Dollar Rate Tender Advance and ending on the numerically  corresponding day
in the first month  thereafter;  and (ii) each 1 month period  commencing on the
last  day of  the  previous  Interest  Period  and  ending  on  the  numerically
corresponding day in the next month thereafter, unless and until Lessor notifies
the Agent and the relevant LC Issuer  pursuant to Section  2.01(e)(iii)  that it
has elected the Base Rate Election for such Tender  Advance (in which event such
Tender  Advance  shall become a Base Rate Tender  Advance on the last day of the
then existing Interest Period); provided that:

                  (a) any Interest Period (subject to paragraph (c) below) which
         would  otherwise end on a day which is not a  Euro-Dollar  Business Day
         shall be  extended  to the next  succeeding  Euro-Dollar  Business  Day
         unless such  Euro-Dollar  Business Day falls in another calendar month,
         in which  case such  Interest  Period  shall end on the next  preceding
         Euro-Dollar Business Day;
<PAGE>
                  (b) any Interest  Period which begins on the last  Euro-Dollar
         Business  Day of a  calendar  month (or on a day for which  there is no
         numerically  corresponding day in the appropriate  subsequent  calendar
         month)  shall,  subject  to  paragraph  (c)  below,  end  on  the  last
         Euro-Dollar Business Day of the appropriate  subsequent calendar month;
         and

                  (c) no Interest  Period shall be effective  for a period which
         would begin before the maturity date of the relevant Reimbursement Note
         and would  otherwise  end after such maturity  date,  and in such case,
         such  Tender  Advance  shall be treated  for such period as a Base Rate
         Tender Advance.

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

                  "Land  Acquisition  Date" has the meaning set forth in Section
3.02(b).

                  "LC Issuer" means each bank or financial institution listed on
the signature pages hereof as having an LC Issuer Commitment, and its successors
and assigns.

                  "LC Issuer  Commitment" means, with respect to each LC Issuer,
(i) the  amount  set  forth as such  opposite  the name of such LC Issuer on the
signature  pages  hereof,  and (ii) as to any LC Issuer  which  enters  into any
Assignment  and  Acceptance  (whether  as  transferor  LC Issuer or as  Assignee
thereunder),  the amount of such LC Issuer's LC Issuer  Commitment  after giving
effect to such Assignment and Acceptance.

                  "LC  Participant"  refers only to participants in the Wachovia
Letter of Credit (and not to any Person which purchases a risk  participation in
the Letter of Credit of any LC Issuer (including,  but not limited to, Wachovia)
pursuant  to  Section  9.08(a)),  and means each bank or  financial  institution
listed  on the  signature  pages  hereof as  having  on the  Closing  Date an LC
Participant Commitment, and its successors and permitted assigns.

                  "LC  Participant  Commitment"  means,  with respect to each LC
Participant, the amount set forth as such opposite the name of such LC Issuer on
the signature pages hereof.

                  "Lease" means the Master Lease executed and delivered  between
Lessor,  as  landlord,  and Lessee,  as tenant,  together  with all  amendments,
consolidations, modifications, renewals and supplements thereto.

                  "Lease  Default"  means the  occurrence of an Event of Default
under Section 6.01(k).

                  "Leased Property" has the meaning set forth in the Lease.

                  "Lender" or "Lenders" means, individually and collectively, as
the context shall require, each LC Issuer and LC Participant.
<PAGE>
                  "Lending Office" means, as to each Lender,  its office located
at its address set forth on the  signature  pages hereof (or  identified  on the
signature  pages  hereof as its  Lending  Office) or such  other  office as such
Lender may hereafter designate as its Lending Office by notice to the Lessor and
the Agent.

                  "Lessee" means Carmike Cinemas,  Inc., a Delaware corporation,
and its successors and assigns.

                  "Lessee Undertaking" means the Lessee Undertaking executed and
delivered by Lessee,  substantially  in the form of Exhibit H, together with all
amendments, consolidations, modifications, renewals and supplements thereto.

                  "Lessor" means MOVIEPLEX REALTY LEASING,  L.L.C., a New Jersey
limited liability company, and its successors and assigns.

                  "Letters of Credit" means the commercial  letters of credit in
the  aggregate  face amount of  $73,618,958.33  issued by the LC Issuers for the
account of Lessor to the  Trustee  for the  benefit of the  Holders  pursuant to
Section  2.01,  and  substantially  in the form set forth in Exhibit D, together
with all  amendments,  consolidations,  modifications,  renewals and supplements
thereto.

                  "Letter of Credit  Application  Agreement"  shall  mean,  with
respect to each LC Issuer and its  Letter of  Credit,  such form of  application
therefor (whether in a single or several documents) as such LC Issuer may employ
in the ordinary course of business for its own account,  with such modifications
thereto  as may by  agreed  upon  by  such  LC  Issuer  and  Lessor  and are not
materially adverse to the interests of the Lenders;  provided,  however, that in
the event of any conflict between the terms of such Letter of Credit Application
Agreement and this Agreement, the terms of this Agreement shall control.

                  "Letter of Credit  Obligations"  shall mean, at any particular
time,  the sum of (a) the  Reimbursement  Obligations  at such time, and (b) the
aggregate  maximum  amount  available for drawing under the Letters of Credit at
such time.

                  "Lien" means, with respect to any asset, any mortgage, deed to
secure debt, deed of trust, lien, pledge,  charge,  security interest,  security
title, preferential arrangement which has the practical effect of constituting a
security  interest or  encumbrance,  or  encumbrance or servitude of any kind in
respect  of such  asset to secure or assure  payment  of a Debt or a  Guarantee,
whether by  consensual  agreement or by operation of statute or other law, or by
any agreement, contingent or otherwise, to provide any of the foregoing. For the
purposes of this Agreement,  Lessor shall be deemed to own subject to a Lien any
asset  which it has  acquired  or holds  subject to the  interest of a vendor or
lessor  under any  conditional  sale  agreement,  capital  lease or other  title
retention agreement relating to such asset.

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

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

                  "Master   Assignment"   has  the  meaning  set  forth  in  the
Indenture.

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

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

                  "Mortgage(s)"  means,  individually and  collectively,  as the
context requires, each Mortgage executed and delivered by Lessor,  substantially
in the  form  of  Exhibit  I,  together  with  all  amendments,  consolidations,
modifications, renewals and supplements thereto.

                  "Movie Theater(s)" has the meaning set forth in the Lease.

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

                  "Net Proceeds  Collateral Reserve Account" has the meaning set
forth in Section 5.15.

                  "Obligations"  means  all  present  and  future  indebtedness,
obligations, and liabilities,  whether now existing or contemplated or hereafter
arising,  of Lessor  hereunder to the Agent and the Lenders  hereunder,  arising
pursuant  to, in  connection  with and/or on account of the  provisions  of this
Agreement  and  any  of  the  other  Operative  Documents,   including,  without
limitation, the principal of, and interest on, the Letter of Credit Obligations,
any Tender Advance, the Reimbursement Notes, late charges, the Impositions,  all
attorney  fees and expenses of  enforcement  and  collection  against the Lessor
and/or the Collateral,  all of the foregoing whether such debts, obligations and
liabilities be direct, indirect,  primary,  secondary, joint, several, joint and
several,  fixed  or  contingent,  and  any  and  all  renewals,  extensions  and
rearrangements of any such debts, obligations and liabilities.

                  "Officer's  Certificate"  has the meaning set forth in Section
3.01(f).
<PAGE>
                  "Operating Agreement" means the Amended and Restated Operating
Agreement of the Lessor dated November 20, 1997 (as amended, modified, restated,
substituted,  extended  and  renewed  at any time and from time to time with the
consent of the Agent and the Required Lenders.

                  "Operative Documents" means this Agreement,  the Reimbursement
Notes, the Letters of Credit, the Letter of Credit Application  Agreements,  the
Lease, the Payment Direction Agreement, the Master Assignment,  the Fund Account
Security  Agreement,  the  Mortgages,  the  Assignments  of  Rents,  the  Lessee
Undertaking, any other document evidencing,  relating to or securing the Letters
of Credit,  and any other document or instrument  delivered from time to time in
connection  with this  Agreement,  the  Reimbursement  Notes or the  Letters  of
Credit, together with all amendments,  consolidations,  modifications,  renewals
and supplements thereto.

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

                  "Parent" means Helmstar Group,  Inc., a Delaware  corporation,
or any other Person which at any time owns,  directly or indirectly,  all of the
issued and  outstanding  shares of capital stock or membership  interests of the
Common Members,  and into whose financial statements the financial statements of
Lessor are consolidated.

                  "Participant"  means,  individually and  collectively,  as the
context shall require, any LC Participant and any Other Participant.

                  "Payment Direction Agreement" has the meaning set forth in the
Lease.

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

                  "Performance  Pricing  Determination Date" has the meaning set
forth in Section 2.03(a).

                  "Permitted Exceptions",  for each Individual Property, has the
meaning  set forth in the  Applicable  Mortgage  pertaining  to such  Individual
Property.

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

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

                  "Pledged Bonds" has the meaning set forth in the Indenture.

                  "Preferred Member" *[material omitted]

                  "Preferred Member's Letter Agreement" *[material omitted]

*Deleted  per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 246-2.
---------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
                  "Preferred Membership Interests" *[material omitted]

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

                  "Project  Cost" means "Costs" or "Costs of the  Projects",  as
those terms are defined in the Lease.

                  "Project  Cost  Disbursement"  means  a  disbursement  by  the
Trustee  from the Project  Fund for  Project  Cost  pursuant  to a  Disbursement
Request.

                  "Project Cost  Investments"  means  investments  which will be
contributed as equity by the Preferred Member to Lessor to defray a part of
Project Cost.

                  "Project Fund" has the meaning set forth in the Indenture.

                  "Properties"   means  all  real  property  owned,   leased  or
otherwise  used or occupied by Lessor and leased to Lessee  under the Lease from
time to time, wherever located.

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

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

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

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

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

                  "Reimbursement  Note" means a separate note  substantially  in
the  form  of  Exhibit  L  (together   with  all   amendments,   consolidations,
modifications, renewals and supplements thereto, to be executed and delivered by
Lessor to each LC Issuer  pursuant to Section  3.01(k),  to evidence  any Tender
Advance of such LC Issuer made pursuant to Section 2.01(e)(iii).

                  "Reimbursement   Obligations"   means  the   reimbursement  or
repayment  obligations of Lessor to the LC Issuers pursuant to Section 2.01 with
respect to the Letters of Credit, including,  without limitation, the obligation
to repay any Tender Advance made by any LC Issuer.

                  "Reimbursement Obligations Collateral Reserve Account" has the
meaning set forth in clause (iv) of Section 6.01.
---------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
                  "Reimbursement    Obligations    (Series   A   Bonds)"   means
Reimbursement  Obligations  relating  to draws  under the  Letters of Credit for
payments on the Series A Bonds (or to any Tender Advance made under such Letters
of Credit).

                  "Reimbursement    Obligations    (Series   B   Bonds)"   means
Reimbursement  Obligations  relating  to draws  under the  Letters of Credit for
payments on the Series B Bonds (or to any Tender Advance made under such Letters
of Credit).

                  "Remarketing   Agent"  has  the   meaning  set  forth  in  the
Indenture.

                  "Remarketing  Failure" means the inability of the  Remarketing
Agent to remarket the Bonds covered by any Letter of Credit for any reason other
than a Lease Default.

                  "Rents" has the meaning set forth in the Lease.

                  "Required  Lenders"  means at any time Lenders having at least
66 2/3% of the  aggregate  amount of the Letter of Credit  Obligations  (but for
such purpose, with respect to the Wachovia Letter of Credit, Wachovia and the LC
Participants  shall be  treated  as  ratable  holders  of the  Letter  of Credit
Obligations  pertaining  thereto in accordance  with their  respective  Wachovia
Letter of Credit Shares).

                  "Reserve Fund" has the meaning set forth in the Lease.

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

                  "Revolving Credit Agreement" means the "Credit Agreement",  as
that term is defined in the Lease.

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

                  "Series A Bonds"  means  those  Bonds  issued  pursuant to the
provisions of the Indenture in the aggregate  amount of $59,775,000,  consisting
of the Series A-1 Bonds in the aggregate  amount of $35,125,000,  the Series A-2
Bonds in the  aggregate  amount of  $12,325,000  and the Series A-3 Bonds in the
aggregate  amount  of  $12,325,000,  in  each  case  as  defined  as such in the
Indenture.

                  "Series A Bonds Scheduled Payment Drawing" has the meaning set
forth in the Letter of Credit.

                  "Series B Bonds"  means  those  Bonds  issued  pursuant to the
provisions of the Indenture in the aggregate  amount of $12,975,000,  consisting
of the Series B-1 Bonds in the aggregate  amount of  $7,625,000,  the Series B-2
Bonds in the  aggregate  amount of  $2,675,000  and the  Series B-3 Bonds in the
aggregate  amount  of  $2,675,000,  in  each  case  as  defined  as  such in the
Indenture.
<PAGE>
                  "Series B Bonds Scheduled Payment Drawing" has the meaning set
forth in the Letter of Credit.

                  "Subsidiary"   means,   with   respect  to  any  Person,   any
corporation  or other entity of which  securities or other  ownership  interests
having  ordinary  voting  power to elect a majority of the board of directors or
other  persons  performing  similar  functions  are  at  the  time  directly  or
indirectly owned by such Person.

                  "Supplemental Lease" has the meaning set forth in the Lease.

                  "Taxes" has the meaning set forth in Section 2.06(c).

                  "Tender   Advance"  has  the  meaning  set  forth  in  Section
2.01(e)(iii).

                  "Tender  Drawing"  has the  meaning set forth in the Letter of
Credit.

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

                  "Trustee"  means First Union  National Bank, the trustee under
the Indenture for the Holders of the Bonds,  and such  trustee's  successors and
assigns.

                  "Unfunded Vested  Liabilities" means, with respect to any Plan
at any time,  the amount (if any) by which (i) the  present  value of all vested
nonforfeitable  benefits  under such Plan  exceeds (ii) the fair market value of
all Plan assets  allocable to such benefits,  all determined as of the then most
recent  valuation  date for such Plan,  but only to the extent  that such excess
represents a potential liability of a member of the Controlled Group to the PBGC
or the Plan under Title IV of ERISA.

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

                  "Wachovia  Letter of Credit" means the Letter of Credit issued
by Wachovia.

                  "Wachovia  Letter of Credit  Share"  means (i) with respect to
Wachovia,  the amount of its LC Issuer Commitment,  less the aggregate amount of
the LC Participant  Commitments,  and (ii) with respect to each LC  Participant,
the amount of its LC Participant Commitment.

                  Section  1.02.  Accounting  Terms and  Determinations.  Unless
otherwise  specified  herein,  all terms of an accounting  character used herein
shall be interpreted, all accounting determinations hereunder shall be made, and
all financial  statements  required to be delivered hereunder shall be prepared,
in  accordance  with GAAP,  applied on a basis  consistent  (except  for changes
concurred in by Lessor's independent public accountants or otherwise required by
a change in GAAP) with the most recent audited consolidated financial statements
of Parent and its consolidated Subsidiaries delivered to the Lenders.


                  Section  1.03.   References.   Unless   otherwise   indicated,
references in this Agreement to "Articles", "Exhibits",  "Schedules", "Sections"
and other Subdivisions are references to articles, exhibits, schedules, sections
and other subdivisions hereof.
<PAGE>
                  Section 1.04. Use of Defined Terms.  All terms defined in this
Agreement  shall have the same  defined  meanings  when used in any of the other
Operative  Documents,  unless  otherwise  defined  therein or unless the context
shall require otherwise.

                  Section 1.05. Terminology.  All personal pronouns used in this
Agreement,  whether  used in the  masculine,  feminine or neuter  gender,  shall
include all other genders; the singular shall include the plural, and the plural
shall  include the singular.  Titles of Articles and Sections in this  Agreement
are for  convenience  only, and neither limit nor amplify the provisions of this
Agreement.


                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Letter of Credit Facility

                  (a) Obligation to Issue; Expiry Date. Subject to the terms and
conditions  of this  Agreement,  and in reliance  upon the  representations  and
warranties of Lessor herein set forth,  and subject to all terms and  conditions
hereof,  the LC Issuers  shall issue for the  account of Lessor,  the Letters of
Credit on the Closing  Date,  with each LC Issuer  issuing a Letter of Credit to
cover a different  subseries  of the Series A Bonds and the Series B Bonds (i.e.
the Agent  will  issue a Letter of Credit to cover the  Series A-1 Bonds and the
Series B-1 Bonds,  SunTrust Bank, Atlanta will issue a Letter of Credit to cover
the  Series  A-2  Bonds and the  Series  B-2 Bonds and The Bank of New York will
issue a Letter  of  Credit to cover the  Series  A-3  Bonds and the  Series  B-3
Bonds).  The Letters of Credit shall expire on the Expiry Date,  unless extended
at the  request  of  Lessor,  which  extension  shall  be  subject  to the  sole
discretion  of the LC  Issuers,  the Agent and each of the LC  Participants,  on
terms mutually agreeable to the Agent, the LC Issuers, the LC Participants,  and
Lessor.  In the event that Lessor  requests  in writing  that the Expiry Date be
extended,  Lessor  shall  so  notify  the  Agent,  the  LC  Issuers  and  the LC
Participants not more than 180 days prior to the then scheduled Expiry Date. The
Agent, on behalf of the LC Issuers and the LC Participants, shall give notice to
Lessor within 90 days after receipt of such request for extension,  and, if such
extension  is  approved,  set forth  therein the terms and  conditions  for such
extension and the new Expiry Date.

                   (b)     Ineligible Lenders.

                  (i) In the event  that any LC  Issuer  becomes  an  Ineligible
         Lender at any time, then, in such event,  such Ineligible  Lender shall
         notify the Agent,  Lessor  and  Lessee  thereof  within 20 days of such
         occurrence,  and such Ineligible  Lender shall attempt,  and the Lessor
         shall be entitled,  to provide a confirming  bank or a  replacement  LC
         Issuer, in each case acceptable to Lessee and the Agent,  which will be
         an Eligible Lender.

                  (ii)  In  the  event  that  any  LC  Participant   becomes  an
         Ineligible  Lender at any time,  then, in such event,  such  Ineligible
         Lender shall notify  Wachovia and Lessee thereof within 20 days of such
         occurrence, and:
<PAGE>
                           (1)  within  90  days  after  such  occurrence,  such
                  Ineligible  Lender  shall  either  (x) find a  replacement  LC
                  Participant  acceptable to Lessee and the Agent, which will be
                  an  Eligible  Lender,  or (y)  provide  the  Agent  with  cash
                  collateral in an aggregate amount (the  "Ineligible  Lender At
                  Risk  Amount")  equal  to such  Ineligible  Lender's  Wachovia
                  Letter of Credit Share; and

                           (2) if the  requirements of clause (1) above have not
                  been satisfied within such 90 day period,  Lessee must, within
                  5 days after the end of such 90 day period,  make a payment to
                  Lessor in an  amount  sufficient  to  enable  Lessor to make a
                  prepayment  on the Bonds  (which  Lessor  agrees to do) in the
                  amount of the  Ineligible  Lender At Risk  Amount  and in such
                  event,  (x) the  Wachovia  Letter of Credit  shall be  reduced
                  accordingly,  and any such reduction of the Wachovia Letter of
                  Credit shall be applicable only to the risk  participation  of
                  such Ineligible Lender.

                   (c)   Conditions.   In  addition  to  being  subject  to  the
satisfaction  of the conditions  contained in Article III, the obligation of the
LC Issuers to issue the Letters of Credit is subject to the satisfaction in full
of the following conditions:

                  (i) Lessor  shall have  delivered to each of the LC Issuers at
         such times and in such  manner as the LC  Issuers  may  prescribe,  its
         Letter of Credit  Application  Agreement  and such other  documents and
         materials  as  may  be  required  pursuant  to the  terms  thereof  all
         satisfactory  in form and  substance to such LC Issuer and the terms of
         the  proposed  Letters  of  Credit  shall be  satisfactory  in form and
         substance to the LC Issuer; and

                  (ii) as of the date of issuance  no order,  judgment or decree
         of any court,  arbitrator  or Authority  shall  purport by its terms to
         enjoin or  restrain  any of the LC Issuers  from  issuing its Letter of
         Credit and no law, rule or  regulation  applicable to the LC Issuer and
         no request or  directive  (whether or not having the force of law) from
         any  Authority  with  jurisdiction  over  any of the LC  Issuers  shall
         prohibit or request  that such LC Issuer  refrain  from the issuance of
         letters of credit generally or the issuance of that Letter of Credit.

                   (d) Issuance.  Upon the  satisfaction  of all  conditions set
forth herein, the LC Issuers shall issue the Letters of Credit. Upon the Closing
Date,  each of the LC Issuers  shall furnish to the Agent a copy of the executed
Letter of Credit, Letter of Credit Application Agreement and other documentation
relating to the Letter of Credit issued by it pursuant to this  Agreement.  Upon
the request of any Lender, the Agent shall furnish to such Lender copies of each
Letter of Credit, Letter of Credit Application Agreement and other documentation
relating to Letter of Credit issued pursuant to this Agreement.

                   (e)  Reimbursement  Obligations;  Duties  of the LC  Issuers.
Notwithstanding  any  provisions  to  the  contrary  in  any  Letter  of  Credit
Application Agreement:
<PAGE>
                           (i) Lessor shall  reimburse  the Agent,  on behalf of
         all of the LC Issuers,  for the aggregate  amount of all drawings under
         the Letters of Credit no later than 1 Domestic  Business  Day after the
         payment by the Agent, except as provided in clause (iii) below, and the
         Agent  shall  promptly  remit  such  reimbursement  ratably  to  the LC
         Issuers;
                           (ii) except as provided in clause  (iii)  below,  any
         Reimbursement  Obligation  with  respect to the Letters of Credit shall
         bear interest  from the date of the relevant  drawing under the Letters
         of Credit until the date of payment in full thereof at a rate per annum
         equal to (A) prior to the date that is 3 Domestic  Business  Days after
         the date of the related  payment by the LC  Issuers,  the Base Rate and
         (B) thereafter, the Default Rate.

                           (iii) If any Tender  Drawing  occurs under any Letter
         of Credit as a result of a Remarketing  Failure,  the Remarketing Agent
         shall so notify  Lessor,  the Agent and the  relevant  Issuer,  and the
         resulting  Reimbursement  Obligations  to the LC Issuer  upon whom such
         Tender Drawing is made shall be deemed  satisfied,  so long as no Event
         of Default is in existence,  by an advance by such LC Issuer (a "Tender
         Advance") in an amount equal to the amount of such Tender Drawing.  The
         Tender Advance will be evidenced by the Reimbursement Note held by such
         LC Issuer. All outstanding principal under the Reimbursement Note shall
         be due and  payable on the  earlier  of (x) 18 months  after the making
         thereof and (y) the Expiry Date.  The Tender Advance will bear interest
         at a rate per annum (computed on the basis of the actual number of days
         elapsed  over a year of 360 days)  equal to, at the  option of  Lessee,
         exercised  as  provided  below,  either the Base  Rate,  as a Base Rate
         Tender Advance (the "Base Rate Election"),  or the Euro-Dollar Rate, as
         a Euro-Dollar  Rate Tender Advance (the  "Euro-Dollar  Rate Election").
         Upon the Remarketing  Failure,  the Tender Advance shall be a Base Rate
         Tender  Advance and shall  continue as a Base Rate Tender Advance until
         notice  in  writing  to the  Agent  and the  relevant  LC Issuer of the
         election of the Euro-Dollar  Rate Election,  which notice shall specify
         the first day of the Interest Period therefor, which must be at least 3
         Euro-Dollar  Business Days after the giving of such notice. At any time
         at least 1 Domestic  Business Day prior to the last day of any Interest
         Period during which the Euro-Dollar Rate Election is in effect,  Lessor
         may give  notice in writing to the Agent and the  relevant LC Issuer of
         the  election  of the Base Rate  Election,  which  election  shall take
         effect  on the last day of the  current  Interest  Period.  At any time
         during  which the Base Rate  Election is in effect,  Lessee  (acting on
         behalf  of  Lessor)  may give  notice in  writing  to the Agent and the
         relevant LC Issuer of the election of the  Euro-Dollar  Rate  Election,
         which  election shall take effect on the date specified in such notice,
         which must be at least 3 Euro-Dollar  Business Days after the giving of
         such notice.  Each of the Base Rate Election and the  Euro-Dollar  Rate
         Election  must  be  elected  (x)  only  as  to  all  principal  amounts
         outstanding  under  any  Tender  Advance,  and (y) if more  than one LC
         Issuer has made a Tender Advance which is still outstanding,  as to all
         Tender Advances.  Notwithstanding the foregoing, if the principal of or
         accrued interest on any Tender Advance is not paid when due (including,
         without limitation,  as a result of acceleration of the maturity of the
         related  Reimbursement Note pursuant to Section 6.01(ii)),  interest on
         the unpaid  principal amount of such Tender Advance shall accrue at the
         Default Rate.  Accrued  interest on Tender Advances will be payable (i)
         on the first  Monday  of day of each  calendar  month,  as to Base Rate
<PAGE>
         Tender Advances,  and (ii) on the last day of each Interest Period,  as
         to Euro-Dollar  Rate Tender  Advances.  Upon prior notice (which notice
         shall be  irrevocable),  Lessor may prepay any Tender Advance,  without
         penalty or premium,  but subject to compensation for any funding losses
         as a result of any prepayment other than on the last day of an Interest
         Period,   as  to  Euro-Dollar  Rate  Tender  Advances,   determined  in
         accordance  with Section 8.05.  In addition,  at any time after 90 days
         after the occurrence of a Remarketing  Failure (or such earlier date as
         may be  applicable  as  provided  in  Section  2.01(b)(iii)  under  the
         circumstances  set forth therein),  Lessor shall be entitled to replace
         such LC Issuer.

Any  action  taken or  omitted  to be taken by the  Agent or the LC  Issuers  in
connection  with the  Letters of Credit,  if taken or omitted in the  absence of
willful  misconduct  or  gross  negligence,  shall  not put the  Agent or the LC
Issuers under any resulting  liability to any other LC Issuer or LC Participant,
or  assuming  that the Agent and  Wachovia  have  complied  with the  procedures
specified  in this Section and such has not given a notice  contemplated  hereby
that  continues  in full force and  effect,  relieve any LC  Participant  of its
obligations  hereunder to the Agent or Wachovia.  In determining  whether to pay
under  the  Letters  of  Credit,  the  Agent and the LC  Issuers  shall  have no
obligation relative to the other LC Issuers or to the LC Participants other than
to confirm that any documents  required to have been delivered  under its Letter
of Credit appear to comply on their face,  with the  requirements of such Letter
of Credit.

                   (f) Participations. (i) Immediately upon issuance by Wachovia
of the Wachovia  Letter of Credit in accordance  with the  procedures  set forth
herein,   each  LC  Participant   shall  be  deemed  to  have   irrevocably  and
unconditionally  purchased and received from Wachovia, as the LC Issuer, without
recourse or warranty, an undivided interest and participation,  to the extent of
such LC  Participant's  LC  Participant  Commitment,  in the Wachovia  Letter of
Credit (or guaranty pertaining thereto).

                  (ii) In the event that  Wachovia  makes any payment  under the
Wachovia  Letter of Credit for which Lessor shall not have repaid such amount to
the Agent pursuant  hereto,  Wachovia shall inform the Agent and the Agent shall
promptly  notify each LC  Participant  of such failure,  and each LC Participant
shall  promptly  and  unconditionally  pay to  Wachovia  such  LC  Participant's
Wachovia  Letter of Credit Share of the amount of such payment in Dollars and in
same day funds. If the Agent so notifies such LC Participant prior to 10:00 A.M.
(Atlanta,  Georgia time) on any Domestic Business Day, such LC Participant shall
make available to Wachovia its Wachovia  Letter of Credit Share of the amount of
such  payment on such  Domestic  Business  Day in same day funds.  If and to the
extent such LC Participant  shall not have so made its Wachovia Letter of Credit
Share of the amount of such payment  available to Wachovia,  such LC Participant
agrees to pay to Wachovia forthwith on demand such amount together with interest
thereon,  for each day from the date such  payment  was first due until the date
such  amount  is paid to  Wachovia  at the Base  Rate  for the  first 3 days and
thereafter  at the  Default  Rate.  The  failure of any LC  Participant  to make
available to Wachovia  its  Wachovia  Letter of Credit Share of any such payment
shall neither  relieve nor increase the  obligation of any other LC  Participant
hereunder to make  available to Wachovia its Wachovia  Letter of Credit Share of
any payment on the date such payment is to be made.

                  (iii)  Whenever  the Agent  receives a payment on account of a
Reimbursement  Obligation pertaining to the Wachovia Letter of Credit, including
any interest  thereon,  as to which the Agent has received any payments from the
LC Participants  pursuant hereto, it shall promptly pay to Wachovia its Wachovia
<PAGE>
Letter of Credit Share thereof and to each LC  Participant  which has funded its
participating interest therein, in Dollars and in the kind of funds so received,
an  amount  equal to such LC  Participant's  Wachovia  Letter  of  Credit  Share
thereof.  Each such payment shall be made by the Agent on the Domestic  Business
Day on which the funds are paid to such Person,  if received  prior to 10:00 am.
(Atlanta, Georgia time) on such Domestic Business Day, and otherwise on the next
succeeding Domestic Business Day.

                  (iv) The  obligations of the LC  Participants to make payments
to Wachovia with respect to the Wachovia  Letter of Credit shall be irrevocable,
not subject to any  qualification  or exception  whatsoever and shall be made in
accordance  with, but not subject to, the terms and conditions of this Agreement
under all circumstances,  including,  without  limitation,  any of the following
circumstances:

                           (A) any lack of  validity or  enforceability  of this
         Agreement or any of the other Operative Documents;

                           (B) the existence of any claim,  set-off,  defense or
         other right which any LC  Participant  may have at any time against the
         Trustee or any Holder, the Agent, Wachovia, Lessor or any other Person,
         whether in  connection  with this  Agreement,  the  Wachovia  Letter of
         Credit,   the  transactions   contemplated   herein  or  any  unrelated
         transactions;

                           (C) any  draft,  certificate  or any  other  document
         presented  under the  Wachovia  Letter of Credit  proves to be  forged,
         fraudulent,  invalid or  insufficient  (other  than on its face) in any
         respect or any  statement  therein  being untrue or  inaccurate  in any
         respect,  except payment resulting from the gross negligence or willful
         misconduct of Wachovia or the Agent;

                           (D) the  surrender or  impairment of any security for
         the  performance  or  observance  of  any of  the  terms  of any of the
         Operative Documents;

                           (E) payment by Wachovia under the Wachovia  Letter of
         Credit proving to be forged, fraudulent, invalid or insufficient (other
         than on its face) in any respect or any statement  therein being untrue
         or inaccurate in any respect,  except payment  resulting from the gross
         negligence or willful misconduct of the Agent or Wachovia;

                           (F) payment by Wachovia under the Wachovia  Letter of
         Credit against  presentation of any draft or certificate  that does not
         comply with the terms of such Wachovia Letter of Credit, except payment
         resulting from the gross negligence or willful  misconduct of the Agent
         or Wachovia; or

                           (G) any other circumstances or happenings whatsoever,
         whether or not similar to any of the foregoing, except circumstances or
         happenings resulting from the gross negligence or willful misconduct of
         the Agent or Wachovia.

                   (g) Payment of  Reimbursement  Obligations.  Lessor agrees to
pay to the  Agent,  on behalf of the LC  Issuers  (and,  if  applicable,  the LC
Participants)  the amount of all Reimbursement  Obligations,  interest and other
amounts  payable to the LC Issuer  under or in  connection  with the  Letters of
Credit immediately when due, irrespective of:
<PAGE>
                           (i) any lack of  validity or  enforceability  of this
         Agreement or any of the other Operative Documents;

                           (ii) the existence of any claim, set-off,  defense or
         other  right which  Lessor may have at any time  against the Trustee or
         any  Holder,  the  Agent,  any Lender or any other  Person,  whether in
         connection with this Agreement, the Letters of Credit, the transactions
         contemplated herein or any unrelated transactions;

                           (iii) any draft,  certificate  or any other  document
         presented  under  any of the  Letters  of Credit  proves to be  forged,
         fraudulent,  invalid or  insufficient  in any respect or any  statement
         therein being untrue or inaccurate in any respect;

                           (iv) the  surrender or impairment of any security for
         the  performance  or  observance  of  any of  the  terms  of any of the
         Operative Documents;

                           (v) payment by any of the LC Issuers under any of the
         Letters  of  Credit  proving  to  be  forged,  fraudulent,  invalid  or
         insufficient  in any respect or any  statement  therein being untrue or
         inaccurate in any respect;

                           (vi)  payment by any of the LC  Issuers  under any of
         the Letters of Credit against  presentation of any draft or certificate
         that does not comply  with the terms of such  Letter of Credit,  except
         payment  resulting from the gross  negligence or willful  misconduct of
         the Agent or such LC Issuer; or

                           (vii)   any   other   circumstances   or   happenings
         whatsoever,  whether  or not  similar to any of the  foregoing,  except
         circumstances  or  happenings  resulting  from the gross  negligence or
         willful misconduct of the Agent or any of the LC Issuers.

In the event any payment by or on behalf of Lessor received by the Agent, any LC
Issuer or any LC Participant  is thereafter  set aside,  avoided or recovered in
connection with any receivership,  liquidation or bankruptcy proceeding, each LC
Issuer and LC Participant  that received such  distribution  shall,  upon demand
contribute such LC Issuer's pro rata share (based on the LC Issuer Commitment of
each LC Issuer other than Wachovia,  and the Wachovia  Letter of Credit Share of
Wachovia and each LC Participant) of the amount set aside,  avoided or recovered
together with interest at the rate required to be paid by the LC Issuer upon the
amount required to be repaid by it.

Nothing in the  foregoing  shall  limit or abridge the right of Lessor to assert
any rights it may have against the Agent, the Lenders,  or any other Person in a
separate action or proceeding.
<PAGE>
                   (h) Letter of Credit Fees. (i) Lessor and each LC Participant
shall pay to Wachovia,  for its own account, with respect to the issuance of the
Wachovia  Letters of Credit,  an annual letter of credit facing fee equal to the
product of (x)  *[material  omitted],  times (y) the face amount of the Wachovia
Letter of Credit on the date the fee is  required  to be paid  pursuant  hereto,
times (z) the percentage  (expressed as a decimal) which the aggregate  Wachovia
Letter of Credit  Shares held by the LC  Participants  bears to the aggregate of
all Wachovia  Letter of Credit Shares (with Lessor paying such fee to the extent
it accrues with respect to *[material omitted] of each LC Participant's Wachovia
Letter of Credit Share, and each LC Participant paying such fee to the extent it
accrues  with  respect  to its  Wachovia  Letter  of  Credit  Share in excess of
*[material omitted], payable quarterly in advance on the Closing Date and on the
last Domestic  Business Day of each calendar quarter  thereafter.  No facing fee
shall be payable to any LC Issuer with respect to any Other Participant.

                           (ii) On the  Closing  Date,  Lessor  shall pay to the
         Agent,  for distribution to each of the LC Issuers and LC Participants,
         an upfront letter of credit fee (to be shared ratably,  based on the LC
         Issuer  Commitment  of each LC  Issuer  other  than  Wachovia,  and the
         Wachovia Letter of Credit Share of Wachovia and each LC Participant) in
         an amount  equal to  *[material  omitted] of the initial face amount of
         the Letters of Credit.

                           (iii) Lessor shall pay to the Agent, for distribution
         to each of the LC  Issuers  and LC  Participants  an  annual  letter of
         credit fee (to be shared ratably,  based on the LC Issuer Commitment of
         each LC Issuer other than Wachovia,  and the Wachovia  Letter of Credit
         Share of Wachovia and each LC Participant) with respect to the Series A
         Bond  (Stated  Amount) and the Series B Bond  (Stated  Amount) (as both
         terms are defined in the Letters of Credit),  in an amount equal to the
         percentage  determined  by reference to the Debt to Cash Flow Ratio and
         the table set forth in Section 2.03(a), payable quarterly in advance on
         the Closing Date and on the last day of each calendar quarter.

                           (iv)  Lessor  shall  pay to each  of the LC  Issuers,
         solely for its own account,  the standard  charges  assessed by such LC
         Issuer in connection with the issuance,  administration,  amendment and
         payment or  cancellation  of the Letter of Credit  issued by it,  which
         charges  shall be those  typically  charged  by such LC  Issuer  to its
         customers generally having credit and other characteristics  similar to
         Lessor, as determined in good faith by such LC Issuer.

                   (i) Indemnification;  Exoneration. (i) In addition to amounts
payable as  elsewhere  provided in this  Section  2.01,  Lessor  shall  protect,
indemnify,  pay and save  the  Agent,  each LC  Issuer  and each LC  Participant
harmless  from and against any and all claims,  demands,  liabilities,  damages,
losses, costs, charges and expenses (including reasonable attorneys' fees) which
the Agent, any LC Issuer,  or any LC Participant may incur or be subject to as a
consequence of the issuance of the Letters of Credit for Lessor's  account other
than as a result of its gross negligence or willful misconduct, as determined by
a court of competent jurisdiction.
---------------
* Deleted per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
                  (ii) As between Lessor,  the Agent,  the LC Issuers and the LC
Participants,  Lessor  assumes all risks of the acts and omissions of, or misuse
of the Letters of Credit by the Trustee. In furtherance and not in limitation of
the foregoing,  the Agent,  the LC Issuers and the LC Participants  shall not be
responsible for (A) the form, validity,  sufficiency,  accuracy,  genuineness or
legal  effect of any  document  submitted  by any party in  connection  with the
application for and issuance of the Letters of Credit, even if it should in fact
prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent
or forged,  (B) the validity or sufficiency of any  instrument  transferring  or
assigning  or  purporting  to  transfer  or assign the  Letters of Credit or the
rights or benefits  thereunder or proceeds  thereof,  in whole or in part, which
may prove to be  invalid  or  ineffective  for any  reason,  (C)  failure of the
Trustee  to comply  duly  with  conditions  required  in order to draw upon such
Letters  of  Credit,   (D)  errors,   omissions,   interruptions  or  delays  in
transmission or delivery of any messages,  by mail, cable,  telegraph,  telex or
otherwise,  whether or not they be in cipher,  for errors in  interpretation  of
technical  terms,  (E) any loss or delay in the transmission or otherwise of any
document  required in order to make a drawing  under the Letters of Credit or of
the proceeds thereof,  (F) the  misapplication by the Trustee of the proceeds of
any drawing under such Letters of Credit; and (G) any consequences  arising from
causes  beyond  the  control  of  the  Agent,  the  LC  Issuers,  and/or  the LC
Participant.

                  (iii) In  furtherance  and  extension and not in limitation of
the specific  provisions  hereinabove set forth,  any action taken or omitted by
the Agent or the LC Issuers under or in connection with the Letters of Credit or
any related certificates,  if taken or omitted in good faith and with reasonable
care,  shall not put the Agent,  any LC Issuer or any LC  Participant  under any
resulting  liability  to Lessor  or  relieve  Lessor  of any of its  obligations
hereunder to any such Person.

                   (j)  Credit  Yield  Protection;   Capital  Adequacy.  If  the
adoption after the date hereof of any applicable law, statute, rule, regulation,
ordinance, writ, injunction,  decree, order, judgment,  guideline or decision of
any  Authority  ("Governmental  Rule"),  any change after the date hereof in any
interpretation  or  administration  of any applicable  Governmental  Rule by any
Person charged with its interpretation or administration or compliance by any LC
Issuer,  or any LC  Participant  (or its  Lending  Office)  with any  request or
directive (whether or not having the force of law) of any such Person:

                  (i) shall subject any LC Issuer or any LC Participant  (or its
         Lending  Office) to any tax (other than  overall net income  taxation),
         duty or other  charge with respect to any amount drawn on any Letter of
         Credit  or its  obligation  to make any  payment  under  any  Letter of
         Credit,  or to maintain any Letter of Credit, or shall change the basis
         of taxation (other than overall net income taxation) of payments to any
         LC Issuer, or any LC Participant (or its Lending Office) of any amounts
         due under this  Agreement  or any amount drawn on any Letter of Credit;
         or

                  (ii)  shall  impose,  modify or deem  applicable  any  reserve
         (including,  without limitation,  any imposed by the Board of Governors
         of the  Federal  Reserve  System  or any  Person  regulating  insurance
         activities  or  insurance   companies),   special  deposit  or  similar
         requirements  against  assets of,  deposits with or for the account of,
         credit  extended  by,  letters of credit  issued or  maintained  by, or
         collateral  subject  to a lien in  favor  of any LC  Issuer,  or any LC
         Participant (or its Lending Office),  or shall impose on any LC Issuer,
         or any LC  Participant  (or its  Lending  Office)  any other  condition
         affecting any amount drawn on any Letter of Credit,  or its  obligation
         to make any payment under any Letter of Credit,  as the case may be, or
         to maintain any Letter of Credit; then the remaining provisions of this
<PAGE>
         Section  2.01(j)(ii) shall apply. If the result of any of the foregoing
         (without  regard to whether any LC Issuer or any LC  Participant  shall
         have sold  participations  in its  respective  obligations  under  this
         Agreement)  is to  increase  the cost to or to  impose a cost on any LC
         Issuer  or any LC  Participant  (or its  Lending  Office)  of making or
         maintaining any amounts payable hereunder, of maintaining any Letter of
         Credit,  or to reduce the amount of any sum received or  receivable  by
         any LC Issuer or any LC Participant  (or its Lending  Office) under any
         Letter of Credit, then:

                           (A)  such LC  Issuer  or such  LC  Participant  shall
                  promptly  deliver to Lessor a  certificate  stating the change
                  which  has  occurred  or the  reserve  requirements  or  other
                  conditions  which have been  imposed on such LC Issuer or such
                  LC  Participant  (or  its  Lending  Office)  or  the  request,
                  direction or requirement with which it has complied,  together
                  with the date thereof; and

                           (B)  Lessor  shall  pay to such LC  Issuer or such LC
                  Participant  within 15 days of written  request (which request
                  shall state the amount of increased cost, reduction or payment
                  and the way in which such  amount has been  calculated),  such
                  amount or amounts as will compensate such LC Issuer or such LC
                  Participant  for the additional  cost,  reduction of return or
                  payment  incurred  by such LC Issuer  or such LC  Participant;
                  provided,  that no such LC Issuer or LC  Participant  shall be
                  entitled  to any such  compensation  for any  such  additional
                  cost,  reduction  of return or payment  incurred  more than 45
                  days  prior  to  the  date  of its  written  demand  for  such
                  compensation. The written request of such LC Issuer or such LC
                  Participant as to the additional  amounts payable  pursuant to
                  this  paragraph   delivered  to  Lessor  shall  be  conclusive
                  evidence  of the  amount  thereof in the  absence of  manifest
                  error.

                  (iii)  If any LC  Issuer  or any  LC  Participant  shall  have
         determined  that after the date hereof the  adoption of any  applicable
         law,  rule or  regulation  regarding  capital  adequacy,  or any change
         therein, or any change in the interpretation or administration thereof,
         or  compliance  by such LC Issuer  or LC  Participant  (or its  Lending
         Office)  with any  request  or  directive  regarding  capital  adequacy
         (whether or not having the force of law) of any Authority, has or would
         have the effect of  reducing  the rate of return on such LC Issuer's or
         LC Participant's  capital as a consequence of its obligations hereunder
         to a level below that which such LC Issuer or LC Participant could have
         achieved  but for such  adoption,  change or  compliance  (taking  into
         consideration  such  LC  Issuer's  or LC  Participant's  policies  with
         respect to capital  adequacy) by an amount  deemed by such LC Issuer or
         LC Participant to be material,  then from time to time,  within 15 days
         after demand by such LC Issuer or LC  Participant,  Lessor shall pay to
         such LC Issuer or LC Participant  such additional  amount or amounts as
         will  compensate  such LC Issuer or LC Participant  for such reduction;
         provided, that no such LC Issuer or LC Participant shall be entitled to
         any such  compensation  for any such reduction of return  incurred more
         than  45  days  prior  to the  date  of its  written  demand  for  such
         compensation.
<PAGE>
                  (iv) Each LC Issuer or LC  Participant  will  promptly  notify
         Lessor,  Lessee  and the Agent of any event of which it has  knowledge,
         occurring  after the date hereof,  which will entitle such LC Issuer or
         LC  Participant  to  compensation  pursuant  to this  Section  and will
         designate a different Lending Office if such designation will avoid the
         need for, or reduce the amount of, such  compensation  and will not, in
         the  judgment  of  such  LC  Issuer  or LC  Participant,  be  otherwise
         disadvantageous  to such LC Issuer or LC Participant.  A certificate of
         any LC  Issuer  or LC  Participant  claiming  compensation  under  this
         Section and setting forth the  additional  amount or amounts to be paid
         to it hereunder  shall be conclusive in the absence of manifest  error.
         In determining  such amount,  such LC Issuer or LC Participant  may use
         any reasonable averaging and attribution methods.

                  (v) The provisions of this Section 2.01(j) shall be applicable
         with respect to any Participant,  Assignee or other Transferee, and any
         calculations  required by such provisions  shall be made based upon the
         circumstances of such Participant, Assignee or other Transferee.

         (k) Replacement of LC Issuer or LC  Participant.  In the event that any
LC Issuer or LC  Participant  gives any  notice  requesting  compensation  under
Section 2.01(j) then, so long as the condition giving rise to such  compensation
exists,  Lessee  (acting  on behalf of Lessor)  may  designate  another  bank or
financial  institution (such bank or financial institution being herein called a
"Replacement  LC Issuer" or "Replacement  LC  Participant",  as the case may be)
which  is an  Eligible  Lender  and  which is  acceptable  to the  Agent  (which
acceptance will not be  unreasonably  withheld) and which is not an Affiliate of
Lessor or Common Members, to issue a replacement Letter of Credit or assume such
LC Participant Commitment hereunder and upon such replacement or assumption, and
subject to the execution and delivery to the Agent by the  Replacement LC Issuer
or LC  Participant  of an  Assignment  and  Acceptance,  and,  with respect to a
Replacement  LC  Issuer,  delivery  of its  replacement  Letter of Credit to the
Trustee,  the Replacement LC Issuer or Replacement LC Participant  shall succeed
to the rights and obligations of such LC Issuer or LC Participant hereunder.  In
the event that Lessee  (acting on behalf of Lessor)  exercises  Lessor's  rights
under the preceding sentence, the LC Issuer or LC Participant against which such
rights were  exercised  shall no longer be a party  hereto or have any rights or
obligations  hereunder;  provided that the  obligations of the Lessor to such LC
Issuer or LC  Participant  under  Sections  2.01 and 9.03 with respect to events
occurring or obligations arising before or as a result of such replacement shall
survive such exercise.

                  Section 2.02.  Additional Rent Collateral Reserve Account. All
Rent received by the Agent pursuant to the Payment Direction  Agreement which is
attributable  to  Additional  Rent  as  contemplated  in the  Payment  Direction
Agreement shall be deposited in a collateral  reserve  account (the  "Additional
Rent Collateral Reserve Account"),  to be held subject to the provisions of this
Section 2.02.  All amounts in the Additional  Rent  Collateral  Reserve  Account
shall  secure  the  Obligations.  If and to the extent  that the Agent  receives
notice from Lessor, as contemplated below, that a Distribution has been declared
in an amount equal to any part of such  Additional  Rent,  then provided that no
Event of Default is in existence,  the Agent shall (and hereby is authorized and
directed by Lessor and the Lenders to do so  automatically  upon receipt of such
notice and  without  further  authorization  from Lessor or the  Lenders)  apply
amounts held in the Additional Rent Collateral Reserve Account, up to the amount
of such Distribution,  to payment to the Preferred Member and (if applicable) to
Lessor,  for  distribution  to  the  Common  Members,  of  the  amount  of  such
<PAGE>
Distribution. Pursuant to the Operating Agreement, if on any date for payment of
any  Distribution  (a  "Distribution  Payment  Date"),  the  amount  of (x)  any
Distribution,  together  with the aggregate  amount of all prior  Distributions,
would exceed (y) the amount of the  cumulative  net income of Lessor  during the
period from the Closing  Date to such  Distribution  Payment Date (the amount of
such excess of (x) over (y) being the "Excess Income"),  then the amount of such
Distribution  so declared by Lessor and notified to the Agent shall  exclude the
Excess Income,  which shall remain in the  Additional  Rent  Collateral  Reserve
Account, subject to the provisions hereof.

                  Section  2.03.   Determination  of Letter  of Credit  Fees and
Portion of Euro-dollar  Rate.  (a) In determining  Letter of Credit Fees payable
pursuant to Section  2.01(h)(iii) and the component of the Euro-Dollar Rate with
respect  to Tender  Advances  contained  in  clause  (ii) of the  definition  of
Euro-Dollar Rate, such fees and Euro-Dollar Rate component shall be:

                  (i) for  the  period  commencing  on the  Closing  Date to and
including the first Performance  Pricing  Determination  Date, (A) for Letter of
Credit Fees Series A Bond  (Stated  Amount),  *[material  omitted];  and (B) for
Letter of Credit Fees Series B Bond (Stated Amount), *[material omitted]; and

         (ii) from and after the first Performance  Pricing  Determination Date,
the percentage  determined on each  Performance  Pricing  Determination  Date by
reference  to the table set forth below as to the Letter of Credit Fees Series A
Bond  (Stated  Amount)  and the  Letter of  Credit  Fees  Series B Bond  (Stated
Amount),  respectively,  and the Debt to Cash Flow  Ratio for the  quarterly  or
annual period ending immediately prior to such Performance Pricing Determination
Date.
<TABLE>
<CAPTION>
<S>                            <C>             <C>              <C>             <C>               <C>    

Debt to Cash Flow Ratio       less than or     greater than     greater than    greater than      greater than 
                              equal to 2.0    2.0 to 1.0 but    3.0 to 1.0 but  4.00 to 1.0       4.25 to 1.0
                              to 1.0           less than or     less than or    but less than
                                               equal to 3.0     equal to        or equal to 
                                               to 1.0           4.0 to 1.0      4.25 to 1.0
 
Letter of Credit Fees
Series A Bond (Stated        *                *                 *                 *               *
Amount)                      [material        [material         [material         [material       [material
                             omitted]         omitted]          omitted]          omitted]        omitted]

Letter of Credit Fees
Series B Bond (Stated        *                *                 *                 *               *
Amount)                      [material        [material         [material         [material       [material
                             omitted]         omitted]          omitted]          omitted]        omitted]
</TABLE>
 
         In making such determinations,  Lessee, the Agent and the Lenders shall
refer to Lessee's most recent consolidated  quarterly or annual (as the case may
be) financial statements delivered pursuant to Section 2.1(s)(i) and (ii) of the
Lease.  If such financial  statements  require a change in Letter of Credit fees
pursuant to Section  2.01(h)(iii) and the component of the Euro-Dollar Rate with
----------
*Deleted  per the  Registrant's  request for  confidential  treatment  and filed
separately with the Commission pursuant to Rule 24b-2.
<PAGE>
respect  to Tender  Advances  contained  in  clause  (ii) of the  definition  of
Euro-Dollar Rate,  Lessor shall deliver to the Agent,  along with such financial
statements,  respective notices to that effect, which notices shall set forth in
reasonable  detail  the  calculations   supporting  the  required  change.   The
"Performance  Pricing  Determination Date" is the date which is the last date on
which such  financial  statements  are  permitted  to be  delivered  pursuant to
Section 2.1(s) of the Lease.  Any such required change shall become effective on
such Performance  Pricing  Determination  Date, and shall be in effect until the
next Performance  Pricing  Determination Date, provided that no Letter of Credit
fees or component of the Euro-Dollar Rate shall be decreased pursuant to Section
2.01(h)(iii)or  Section  2.01(e)(iii)  if a  Default  is  in  existence  on  the
Performance Pricing Determination Date.

                  (b) The  Agent  shall  make  the  determinations  pursuant  to
Section  2.03(a) and shall give prompt notice to Lessor,  Lessee and the Lenders
by  telecopier  of each  such  determination,  and its  determination  shall  be
conclusive in the absence of manifest error.

                  Section 2.04.  Fees. In addition to the fees payable  pursuant
to Section  2.01,  (i) Lessor  shall pay to the Agent,  for the account and sole
benefit of the Agent, such Fees and other amounts and at such times as set forth
in the Agent's  Letter  Agreement,  and (ii) RealVest shall pay to the Preferred
Member the fees  payable to it on the Closing  Date  pursuant  to the  Preferred
Member's Letter Agreement.

                  Section  2.05.  Optional  Prepayments.   (a)  In  addition  to
payments from required principal payments on Pledged Bonds,  Lessor may, upon at
least 1 Domestic  Business Days' notice,  prepay any Base Rate Tender Advance in
whole at any time, or from time to time in part in amounts  aggregating at least
$100,000 (or any lesser  amount equal to the  outstanding  balance of the Tender
Advances),  by paying the principal  amount to be prepaid  together with accrued
interest thereon to the date of prepayment.  Each such optional prepayment shall
be applied to prepay  ratably  the Base Rate  Tender  Advances of the several LC
Issuers which have Tender Advances outstanding.

                  (b) In addition to payments from required  principal  payments
on Pledged Bonds, and in any event subject to any payments  required pursuant to
the terms of Article  VIII for such  Euro-Dollar  Rate  Tender  Advance,  upon 3
Domestic  Business  Day's  prior  written  notice,  Lessor may prepay in amounts
aggregating at least  $1,000,000 (or any lesser amount equal to the  outstanding
balance of the Tender  Advances) all or any portion of the  principal  amount of
any Euro-Dollar Rate Tender Advance prior to the maturity thereof, by paying the
principal  amount to be prepaid  together with accrued  interest  thereon to the
date of  prepayment,  together with any amounts  required to be paid pursuant to
Article VIII. Each such optional  prepayment  shall be applied to prepay ratably
the Base Rate  Tender  Advances  of the  several  LC Issuers  which have  Tender
Advances outstanding.

                  (c) Upon  receipt of a notice of  prepayment  pursuant to this
Section  2.05,  the Agent shall  promptly  notify  each  Lender of the  contents
thereof and of such Lender's  ratable share of such  prepayment and such notice,
once received by the Agent, shall not thereafter be revocable by Lessor.

                  Section 2.06.  General  Provisions as to Payments.  (a) Lessor
shall make each  payment of principal  of, and  interest  on, the  Reimbursement
Obligations and of fees hereunder,  not later than 11:00 A.M. (Atlanta,  Georgia
time) on the date when due, in Federal or other funds  immediately  available in
Atlanta,  Georgia,  to the Agent at its address referred to in Section 9.01. The
Agent will  promptly  distribute  to each Lender its ratable  share of each such
payment received by the Agent for the account of the Lenders.
<PAGE>
                  (b) Whenever any payment of principal  of, or interest on, the
Reimbursement  Obligations  (other than on a Euro-Dollar Rate Tender Advance) or
of fees  hereunder  shall be due on a day which is not a Domestic  Business Day,
the date for payment thereof shall be extended to the next  succeeding  Domestic
Business Day. Whenever any payment of principal of or interest on, a Euro-Dollar
Rate Tender  Advance shall be due on a day which is not a  Euro-Dollar  Business
Day,  the date for payment  thereof  shall be  extended  to the next  succeeding
Euro-Dollar  Business Day unless such Euro-Dollar  Business Day falls in another
calendar  month,  in which case the date for payment  thereof  shall be the next
preceding Euro-Dollar Business Day.

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

                  Each  Lender  which  is not  organized  under  the laws of the
United  States or any state  thereof  agrees to  deliver  to Agent,  Lessor  and
Lessee,  on the Closing  Date (or on any later date on which such  Lender  first
becomes  a  Lender  hereunder)  all  appropriate  forms,  certificate  or  other
appropriate  documents  necessary  to  establish  that it is entitled to receive
payments of principal and interest  under this  Agreement and the  Reimbursement
Notes without deduction and free from withholding of any Taxes.

                  In the event any Lender receives a refund of any Taxes paid by
or on behalf of Lessor pursuant to this Section  2.06(c),  it will pay to Lessor
(or pursuant to its direction)  the amount of such refund  promptly upon receipt
thereof;  provided that if at any time  thereafter it is required to return such
refund, Lessor shall promptly repay to it the amount of such refund.

                  Without  prejudice to the  survival of any other  agreement of
Lessor  hereunder,  the agreements and  obligations of Lessor and the LC Issuers
contained  in this  Section  2.06(c)  shall be  applicable  with  respect to any
Participant, Assignee or other Transferee, and any calculations required by such
provisions (i) shall be made based upon the  circumstances of such  Participant,
Assignee or other  Transferee,  and (ii)  constitute a continuing  agreement and
shall  survive  the  termination  of this  Agreement  and the payment in full or
cancellation of the Reimbursement Notes.
<PAGE>
                  Section  2.07.   Computation  of  Interest  and   Impositions.
Interest on Base Rate Tender Advances and other Reimbursement Obligations (other
than  Euro-Dollar Rate Tender Advances) shall be computed on the basis of a year
of 360 days and paid for the actual number of days elapsed  (including the first
day but excluding the last day).  Interest on Euro-Dollar  Rate Tender  Advances
shall be  computed  on the  basis of a year of 360 days and paid for the  actual
number of days elapsed, calculated as to each Interest Period from and including
the first day thereof to but  excluding the last day thereof.  Commitment  fees,
Letter of Credit  Fees and any other  fees and  Impositions  payable  under this
Article II shall be computed on the basis of a year of 360 days and paid for the
actual  number of days elapsed  (including  the first day but excluding the last
day).
 
                                   ARTICLE III

         CONDITIONS TO BORROWINGS AND ISSUANCE OF THE LETTERS OF CREDIT

                  Section 3.01. Conditions to Issuance of the Letters of Credit.
The obligation of each LC Issuer to issue its Letter of Credit is subject to the
satisfaction  of the conditions set forth in Sections 3.02 (if  applicable)  and
receipt  by the  Agent  of the  following  (as to  the  documents  described  in
paragraphs (a),(c),  (d) and (e) below, in sufficient number of counterparts for
delivery of a counterpart to each Lender and retention of one counterpart by the
Agent):

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

                  (b) a duly executed Reimbursement Note for the account of each
         LC Issuer complying with the provisions of Section 3.01(e)(iii);

                  (c)  opinion  letters  (together  with any  opinions  of local
         counsel relied on therein) of Wolff & Samson, counsel for Lessor, dated
         as of the Closing Date,  (i)  substantially  in the form of Exhibit A-1
         relating to corporate  matters and  enforceability  and  covering  such
         additional matters relating to the transactions  contemplated hereby as
         the Agent or any Lender may reasonably request,  and (ii) substantially
         in the form of Exhibit A-2 to the effect  that,  in the event either of
         the Common Members,  or their respective  successors becomes insolvent,
         neither Lessor nor its assets and  liabilities  would be  substantively
         consolidated with such insolvent Common Member or successor;

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

                  (e) a certificate (the "Closing Certificate") substantially in
         the form of  Exhibit  E),  dated as of the  Closing  Date,  signed by a
         principal financial officer of Lessor to the effect that (i) no Default
         has occurred and is  continuing  on the date of issuance of the Letters
         of  Credit,  and (ii) the  representations  and  warranties  of  Lessor
         contained  in Article IV are true on and as of the date of  issuance of
         the Letters of Credit hereunder;
<PAGE>
                  (f) all documents which the Agent or any Lender may reasonably
         request  relating to the existence of Lessor,  the corporate  authority
         for and the validity of this Agreement and the Reimbursement Notes, and
         any  other  matters  relevant   hereto,   all  in  form  and  substance
         satisfactory to the Agent, including, without limitation, a certificate
         of  Lessor  substantially  in the  form of  Exhibit  F (the  "Officer's
         Certificate"),  signed by the  Secretary or an  Assistant  Secretary of
         Lessor,  certifying as to the names,  true signatures and incumbency of
         the officer or officers of Lessor authorized to execute and deliver the
         Operative  Documents,  and  certified  copies of the  following  items,
         respectively: (i) Lessor's Certificate of Formation, (ii) the Operating
         Agreement,  (iii) a certificate  of the Secretary of State of the State
         of New Jersey as to its good standing, and (iv) the action taken by the
         managers  of  Lessor  authorizing  Lessor's  execution,   delivery  and
         performance of this Agreement,  the  Reimbursement  Notes and the other
         Operative Documents to which Lessor is a party;

                  (g) receipt in immediately available funds all fees payable on
         the Closing Date pursuant to Sections 2.01 and 2.04;

                  (h) all  agreements,  instruments,  and documents  evidencing,
         securing  or  relating  to the Bonds,  the  Indenture,  the Lease,  the
         Preferred Membership Interests,  the Common Membership  Interests,  and
         the terms and conditions of the Operating Agreement will be in form and
         substance satisfactory to the Agent and the Lenders;

                  (i) from  Lessor a fully  executed  counterpart  of the Lease,
         which Lease shall be  satisfactory  to the Agent and the Lenders in all
         respects, attached as Exhibit G; and

                  (j)  receipt  by the  Agent  of  each of the  other  Operative
         Documents, duly executed by the parties thereto.

                  Section 3.02. Conditions to Certain Events. Lessor agrees that
each of the  following  conditions  shall be  satisfied  at the  relevant  times
required for satisfaction thereof pursuant to the following provisions:

                  (a) for the first Project Cost Disbursement for any Individual
         Property,  the execution and delivery of a  Supplemental  Lease for the
         Individual  Property  relating  thereto,  a Mortgage and  Assignment of
         Rents relating to such Project,  and other documents to be satisfactory
         in all respects to the Agent (including any ground lease), and with the
         liens,  security  titles and  security  interests in favor of the Agent
         (for the benefit of itself and the Lenders) to be a first and only lien
         or  security  title and  security  interest  in and to each  Individual
         Property, subject to no encumbrances or exceptions other than Permitted
         Exceptions;

                  (b) On or before  the  earlier to occur of (i) the date of the
         acquisition  of  the  land  for  any  Individual  Property  (the  "Land
         Acquisition Date"), or (ii) the date of a Project Cost Disbursement for
         the purchase price therefor, the Agent (for the benefit of the Lenders)
         shall be provided with a mortgage  title  insurance  policy (or binding
         commitment therefor),  insuring the lien or security title of the Agent
         (for the benefit of itself,  the LC Issuer and the  Lenders) as a first
         and only lien or security title to each Individual Property, subject to
         no encumbrances or exceptions  other than any which are approved by the
         Agent in its sole discretion.
<PAGE>
                  (c)  Lessee  shall  have  provided  Lessor,  the Agent and the
         Lenders with the following, for each Individual Property:  (A)(a) On or
         before the Land Acquisition Date, a current  ALTA-ACSM  boundary survey
         of the Individual Property site (showing any existing improvements from
         a registered  surveyor),  and (b) on the Applicable Completion Date, an
         as-built  survey  by  the  original   surveyor  as  of  the  Applicable
         Completion  Date;  and (B) on or prior to the date of  commencement  of
         construction on the Individual Property (the "Construction Commencement
         Date"),  a complete  set of  architectural  and  engineering  plans and
         design specifications for the construction, installation and completion
         of the  Individual  Property;  (C)  On or  prior  to  the  Construction
         Commencement  Date, an appraisal  from an  independent  MAI  appraiser,
         engaged  by the  Agent at the  expense  of  Lessee,  setting  forth the
         estimated  fair  market  value  of  the  Individual   Property  on  the
         Applicable  Completion  Date (on an "as completed"  basis in accordance
         with the Proposed Plan), which shall be at least 90% of the anticipated
         total Project Cost for such Individual  Property,  which appraisal will
         satisfy all applicable  FIRREA and other bank regulatory  requirements;
         all of the  foregoing  to be  reasonably  satisfactory  to  each of the
         Agent, in its sole discretion.

                  (d)  Lessor,  the Agent and the Lenders  will be provided  for
         each Individual  Property,  on or before the Land  Acquisition  Date, a
         current Phase I environmental  report  satisfying the minimum standards
         set forth in ASTME 1527-94 (and, if  recommended in or indicated by the
         Phase I environmental  report, a Phase II,  environmental  soil test or
         other environmental report or reports).

                  (e) on or before the Land Acquisition Date for each Individual
         Property,  all filings or recordings of Operative Documents  considered
         necessary or  desirable  by the Agent with  respect to such  Individual
         Property  shall be  completed  and all  taxes  and  fees in  connection
         therewith paid by Lessee or Lessor;

                  (j)  Lessor,  the Agent and the Lenders  will be provided  for
         each Individual  Property,  on or before the Land  Acquisition Date for
         each Individual  Property,  favorable opinions of counsel to Lessor and
         (if required by the Lease) Lessee covering such matters incident to the
         transactions  as the Agent may require,  together  with such  certified
         resolutions and incumbency  certificates,  and such other  certificates
         and documents as the Agent or the Lenders may reasonably request; and

                  (k) As of the  date of each  Project  Cost  Disbursement,  and
         after  giving  effect  thereto,  the  aggregate  amount of Project Cost
         Investments shall be not less than 3% of all Project Costs incurred for
         any portion of which Project Cost  Disbursements have been requested as
         of such date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  Lessor hereby represents and warrants that:

                  Section  4.01.  Existence  and  Power.  Lessor  is  a  limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the jurisdiction of its  organization  and existence,  and Lessor is
duly qualified to transact business in every  jurisdiction  where, by the nature
of its business, such qualification is necessary,  and has all limited liability
powers and all  governmental  licenses,  authorizations,  consents and approvals
required to carry on its business as now conducted.
<PAGE>
                  Section  4.02.  Limited  Liability  Company  and  Governmental
Authorization;  No  Contravention.  The execution,  delivery and  performance by
Lessor of this  Agreement,  the  Reimbursement  Notes  and the  other  Operative
Documents (i) are within its limited  liability  company powers,  (ii) have been
duly authorized by all respective  necessary  limited  liability company action,
(iii)  require no action by or in respect of or filing  with,  any  governmental
body, agency or official, (iv) do not contravene, or constitute a default under,
any provision of applicable law or regulation or of its Certificate of Formation
or the Operating  Agreement or of any agreement,  judgment,  injunction,  order,
decree  or other  instrument  binding  upon  it,  and (v) do not  result  in the
creation or  imposition  of any Lien on any of its  assets,  except in favor the
Agent.

                  Section 4.03.  Binding  Effect.  This Agreement  constitutes a
valid and binding agreement of Lessor, enforceable in accordance with its terms,
and the Reimbursement Notes and the other Operative Documents, when executed and
delivered in accordance with this Agreement,  will constitute  valid and binding
obligations of Lessor,  enforceable in accordance with their  respective  terms,
provided that the  enforceability  hereof and thereof is subject in each case to
general  principles  of equity and to  bankruptcy,  insolvency  and similar laws
affecting the enforcement of creditors' rights generally.

                  Section  4.04.  Financial  Information.  (a) The  consolidated
balance  sheet of Parent as of December  31,  1996 and the related  consolidated
statements  of income  and cash,  shareholders'  equity  and cash flows for such
Fiscal Year,  setting forth (in comparative  form as to the statements of income
and cash flows) the figures for the previous  fiscal  year,  the Form 10Q of the
Parent and the separate  consolidating  statements for the Lessor as of June 30,
1997,  copies of which have been delivered to the Agent and each of the Lenders,
fairly present in all material respects, in accordance with GAAP, the respective
consolidated financial position of Parent and Lessor, as applicable,  as of such
dates and their consolidated  results of operations and (if included) cash flows
for such periods stated.

                  (b)  Since  June  30,  1997,  there  has been no  event,  act,
condition or occurrence having a Material Adverse Effect.

                  Section 4.05. No LItigation.  (a) There is no action,  suit or
proceeding  pending,  or to the knowledge of Lessor  threatened,  against Lessor
before any court or  arbitrator  or any  governmental  body,  agency or official
which  could have a Material  Adverse  Effect or which in any manner  draws into
question  the  validity of or could  impair the ability of Lessor to perform its
obligations under, this Agreement,  the Reimbursement  Notes or any of the other
Operative Documents.

                  Ssection  4.06.  Compliance  with  ERISA.  (a) Lessor and each
member of such Lessor's Controlled Group (if any), has fulfilled its obligations
under the minimum  funding  standards of ERISA and the Code with respect to each
Plan and is in compliance in all material respects with the presently applicable
provisions of ERISA and the Code, and has not incurred any liability to the PBGC
or a Plan under Title IV of ERISA.

                  (b) Neither Lessor nor any member of Lessor's Controlled Group
(if any) is or ever has been obligated to contribute to any Multiemployer Plan.

                  Section 4.07.  Compliance wiht Laws; Payment of Taxes.  Lessor
is in compliance with all applicable laws,  regulations and similar requirements
of governmental authorities,  except where such compliance is being contested in
good faith through appropriate proceedings,  and except where non-compliance has
not had and would not be reasonably expected to cause a Material Adverse Effect.
<PAGE>
There has been filed on behalf of Lessor all  Federal,  state and local  income,
excise,  property and other tax returns which are required to be filed by it and
all taxes due pursuant to such returns or pursuant to any assessment received by
or on behalf of Lessor have been paid, except where  non-compliance  has not had
and would  reasonably  be  expected  to cause a  Material  Adverse  Effect.  The
charges,  accruals  and  reserves  on the books of Lessor in respect of taxes or
other  governmental  charges  are,  respectively,  in  the  opinion  of  Lessor,
adequate.

                  Section 4.08. Subsidiaries. Lessor has no Subsidiaries.

                  Section  4.09.  Investment  Company  Act.  Lessor  is  not  an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended.

                  Section 4.10.  Public Utility  Holding  Company Act. Lessor is
not a "holding company", or a "subsidiary company" of a "holding company", or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company", as such terms are defined in the Public Utility Holding Company Act of
1935, as amended.

                  Section 4.11.  Ownership of Property.  Lessor has title to its
properties sufficient for the conduct of its business.
 
                  Section  4.12.  No Default.  Lessor is not in default under or
with respect to any agreement,  instrument or undertaking to which it is a party
or by  which it or any of its  property  is bound  which  could  have or cause a
Material  Adverse  Effect.  No Default or Event of Default has  occurred  and is
continuing.

                  Section 4.13.  Full  Disclosure.  All  information  heretofore
furnished by Lessor to the Agent or any Lender for purposes of or in  connection
with this  Agreement  or any  transaction  contemplated  hereby is, and all such
information  hereafter  furnished  by Lessor to the Agent or any Lender will be,
true,  accurate and complete in every  material  respect or based on  reasonable
estimates  on the date as of which  such  information  is stated  or  certified.
Lessor has  disclosed  to the  Lenders in writing  any and all facts which could
have or cause a Material Adverse Effect.

                  Secton 4.14.  Environmental Matters. (a) Lessor is not subject
to any  Environmental  Liability  which  could have or cause a Material  Adverse
Effect and Lessor has not been  designated  as a potentially  responsible  party
under  CERCLA  or  under  any  state  statute  similar  to  CERCLA.  None of the
Properties  has  been  identified  on  any  current  or  proposed  (i)  National
Priorities  List under 40 C.F.R.  ss. 300,  (ii)  CERCLIS list or (iii) any list
arising from a state statute similar to CERCLA.

                  (b) No  Hazardous  Materials  have  been  or are  being  used,
produced,   manufactured,   processed,  treated,  recycled,  generated,  stored,
disposed of,  managed or otherwise  handled at, or shipped or  transported to or
from the Properties or are otherwise present at, on, in or under the Properties,
or, to the best of the  knowledge  of Lessor,  at or from any  adjacent  site or
facility, except for Hazardous Materials, such as cleaning solvents,  pesticides
and other materials used, produced, manufactured,  processed, treated, recycled,
generated, stored, disposed of, managed, or otherwise handled in minimal amounts
in  the  ordinary   course  of  business  in  compliance   with  all  applicable
Environmental Requirements.

                  (c)  Lessor  has  procured  all  Environmental  Authorizations
necessary  for the  conduct  of its  business,  and is in  compliance  with  all
Environmental  Requirements  in connection  with the operation of the Properties
and Lessor's business.
<PAGE>
                  Section  4.15.  Membership  Interests.  The Common  Membership
Interests,  Preferred Membership Interests and all debentures,  bonds, notes and
all other  securities of Lessor presently issued and outstanding are validly and
properly  issued in accordance  with all  applicable  laws,  including,  but not
limited  to,  the  "Blue  Sky" laws of all  applicable  states  and the  federal
securities laws. Based solely upon the representations of the Common Members and
the Preferred  Members contained in the Operating  Agreement,  the issued Common
Membership  Interests and Preferred Membership Interests are owned by the Common
Members and the Preferred  Member,  respectively,  free and clear of any Lien or
adverse claim.

                  Section 4.16.  Margin Stock.  No Letter of Credit will be used
+to  purchase  or carry any Margin  Stock or to extend  credit to others for the
purpose of purchasing  or carrying any Margin Stock,  or be used for any purpose
which violates, or which is inconsistent with, the provisions of Regulation G,T,
U or X.

                  Section 4.17. Insolvency. After giving effect to the execution
and  delivery  of the  Operative  Documents  and the  issuance of the Letters of
Credit: (i) Lessor will not (x) be "insolvent,"  within the meaning of such term
as used in  O.C.G.A.  ss.  18-2-22 or as  defined in ss. 101 of the  "Bankruptcy
Code", or Section 2 of either the "UFTA" or the "UFCA", or as defined or used in
any "Other  Applicable Law" (as those terms are defined below), or (y) be unable
to pay its debts  generally  as such debts  become  due  within  the  meaning of
Section 548 of the  Bankruptcy  Code,  Section 4 of the UFTA or Section 6 of the
UFCA,  or (z) have an  unreasonably  small  capital to engage in any business or
transaction, whether current or contemplated,  within the meaning of Section 548
of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the UFCA; and (ii)
the obligations of Lessor under the Operative  Documents and with respect to the
Letters of Credit will not be rendered avoidable under any Other Applicable Law.
For  purposes  of this  Section  4.17,  "Bankruptcy  Code" means Title 11 of the
United States Code,  "UFTA" means the Uniform  Fraudulent  Transfer Act,  "UFCA"
means the Uniform  Fraudulent  Conveyance Act, and "Other  Applicable Law" means
any other applicable law pertaining to fraudulent  transfers or acts voidable by
creditors, in each case as such law may be amended from time to time.

                  Section  4.18.  Insurance.  Lessor  has (or  Lessor has caused
Lessee to obtain),  with financially  sound and reputable  insurance  companies,
insurance in at least such amounts and against at least such risks (including on
all its property, and public liability and worker's compensation) as are usually
insured  against in the same general area by  companies  of  established  repute
engaged in the same or similar business.

                                    ARTICLE V

                                    COVENANTS

                  Lessor agrees that, so long as any amount payable to any Agent
or any Lender  hereunder or under any  Reimbursement  Note remains unpaid or the
Letters of Credit remains in effect:

                  Section  5.01.  Information.  Lessor will deliver  (and,  with
respect to clauses  (a),  (b),  and (d) through and  including  (h),  will cause
Lessee to deliver such items pursuant to the Lease), to each of the Lenders:
<PAGE>
                  (a) as soon as available to the public and in any event within
         95 days  after  the end of  each  Fiscal  Year,  (x)  for  Lessor,  the
         consolidated  balance sheet of Parent as of the end of such Fiscal Year
         and the related consolidated statements of income, shareholders' equity
         and cash flows for such Fiscal Year, setting forth (in comparative form
         as to the  statements  of income) the figures for the  previous  fiscal
         year,  all  reported  on by Richard  A.  Eisner  Company,  LLP or other
         independent  public  accountants  of  nationally  recognized  standing,
         together  with  separate  consolidating   statements  for  the  Lessor,
         certified as to fairness of  presentation,  GAAP and consistency by the
         chief financial officer or the chief accounting  officer of Parent, and
         (y) for the Lessee,  its  consolidated  balance  sheet as of the end of
         such  Fiscal Year and the related  consolidated  statements  of income,
         shareholders' equity and (if included) cash flows for such Fiscal Year,
         setting  forth in each case in  comparative  form the  figures  for the
         previous  fiscal  year,  all  reported  on by Ernst & Young  LLP (as to
         Lessee)  or  other   independent   public   accountants  of  nationally
         recognized  standing,  with such  report to be free of  exceptions  and
         qualifications not acceptable to the Required Lenders;

                  (b) as soon as available to the public and in any event within
         50 days  after the end of each of the first 3 Fiscal  Quarters  of each
         Fiscal Year, its respective consolidated balance sheet as of the end of
         such Fiscal Quarter and the related statement of income for such Fiscal
         Quarter and for the portion of the Fiscal Year ended at the end of such
         Fiscal Quarter, setting forth (in comparative form as to the statements
         of income of the Lessor and in each case in comparative  form as to the
         Lessee)  the  figures  for the  corresponding  Fiscal  Quarter  and the
         corresponding  portion  of the  previous  Fiscal  Year,  all  certified
         (subject   to  normal   year-end   adjustments)   as  to   fairness  of
         presentation,  GAAP and  consistency by its respective  chief financial
         officer or the chief  accounting  officer  (except  for normal year end
         adjustments and notes to financial statements, which will be omitted);

                  (c) upon receipt thereof, any notice, report or other delivery
         required to be delivered by Lessee pursuant to the terms of the Lease;

                  (d) simultaneously  with the delivery of each set of financial
         statements  referred  to in  paragraphs  (a)  and  (b)  above,  (i) the
         Compliance   Certificate  of  Lessee  delivered   pursuant  to  Section
         2.1(s)(iii)  of the  Lease  setting  forth  in  reasonable  detail  the
         calculations  required to establish  whether  Lessee was in  compliance
         with the financial  covenants  contained in Section 2.1(u) through (x),
         inclusive,  of the Lease on the date of such financial statements,  and
         stating  whether any Default exists under the Lease on the date of such
         certificate  and, if any Default then exists  under the Lease,  setting
         forth the  details  thereof  and the action  which  Lessee is taking or
         proposes to take with respect  thereto and (ii) a certificate of Lessor
         stating  whether  any  Default  exists  hereunder  on the  date of such
         certificate  and, if any Default then exists  hereunder,  setting forth
         the details  thereof and the action  which Lessor is taking or proposes
         to take with respect thereto;
<PAGE>
                  (e) within 5 Domestic Business Days after Lessor becomes aware
         of the occurrence of any Default, a certificate of its respective chief
         financial  officer or the chief  accounting  officer  setting forth the
         details  thereof and the action  which it is taking or proposes to take
         with  respect  thereto,  or any  similar  such  certificate  of  Lessee
         furnished pursuant to the Lease;

                  (f)  promptly  upon the  mailing  thereof to their  respective
         members or shareholders generally,  copies of all financial statements,
         reports and proxy statements so mailed;

                  (g)  promptly   upon  the  filing   thereof,   copies  of  all
         registration  statements  (other  than  the  exhibits  thereto  and any
         registration  statements  on Form S-8 or its  equivalent)  and  annual,
         quarterly or monthly reports which Lessor,  Parent or Lessee shall have
         filed with the Securities and Exchange Commission;

                  (h) if and when any member of any  Controlled  Group (i) gives
         or is required to give notice to the PBGC of any "reportable event" (as
         defined in Section  4043 of ERISA) with respect to any Plan which might
         constitute  grounds  for a  termination  of such Plan under Title IV of
         ERISA, or knows that the plan administrator of any Plan has given or is
         required to give  notice of any such  reportable  event,  a copy of the
         notice of such  reportable  event  given or required to be given to the
         PBGC; (ii) receives notice of complete or partial withdrawal  liability
         under  Title IV of  ERISA,  a copy of such  notice;  or (iii)  receives
         notice from the PBGC under Title IV of ERISA of an intent to  terminate
         or appoint a trustee to administer any Plan, a copy of such notice;

                  (i) upon receipt thereof, any notice, report or other delivery
         required  to be  delivered  by  Lessor  pursuant  to the  terms  of the
         Indenture; and

                  (j) from time to time such  additional  information  regarding
         the  financial  position  or  business  of Lessor as the Agent,  at the
         request of any Lender, may reasonably request.

                  Section  5.02.  Inspection  of  Property,  Books and  Records.
Lessor will,  and will cause  (pursuant to the Lease)  Lessee to (i) keep proper
books  of  record  and  account  in which  full,  true and  correct  entries  in
conformity with GAAP shall be made of all dealings and  transactions in relation
to its respective  business and activities;  and (ii) permit  representatives of
any Lender at such Lender's  expense prior to the occurrence of a Default and at
the Lessor's  expense after the occurrence of a Default to visit and inspect any
of its  properties,  to  examine  and make  abstracts  from any of its books and
records and to discuss its affairs,  finances and  accounts  with its  officers,
employees and independent public  accountants.  Lessor agrees to, and will cause
(pursuant  to the Lease)  Lessee  to,  cooperate  and assist in such  respective
visits and  inspections,  in each case at such reasonable  times and as often as
may reasonably be desired.

                  Section 5.03. Maintenance of Existence.  Lessor shall maintain
its existence and carry on its business in substantially  the same manner and in
substantially the same fields as such business is now carried on and maintained.
<PAGE>
                  Section 5.04.  Dissolution.  Lessor shall not suffer or permit
its  dissolution or  liquidation  either in whole or in part or redeem or retire
any of its own membership  interests except through corporate  reorganization to
the extent permitted by Section 5.08.

                  Section 5.05.  Certain Amendments  Requiring Consent.  Without
the prior written  consent of the Agent and the Required  Lenders,  Lessor shall
not: (i) amend,  modify or terminate the Indenture,  the Agency and  Development
Agreement, the Lease or the Payment Direction Agreement; or (ii) take any action
under the Agency and Development Agreement or the Lease; provided, however, that
Lessor shall not amend or modify the definitions of Basic Rent and  Supplemental
Rent or the provisions of Sections 3.3, 3.5 (except as expressly contemplated in
the Lease  with  respect to any  prepayment  of Rent or  purchase  of any of the
Leased  Properties) or 3.8 of the Lease without the prior written consent of the
Agent and all of the Lenders.

                  Section  5.06.  Use of  Proceeds.  The proceeds of the Project
Cost Disbursements for Individual  Properties shall be used by Lessor solely for
the  acquisition,  assembly and  construction  of the  Individual  Properties by
Lessor and  Lessee,  as  development  agent for  Lessor.  In no event  shall the
proceeds of the Project  Cost  Disbursements  be used in any manner  which would
constitute the use of such proceeds directly or indirectly,  whether  immediate,
incidental or ultimate,  of purchasing or carrying any Margin Stock,  or for any
purpose in violation of any applicable law or regulation.

                  Section 5.07.  Compliance with Laws; Payment of Taxes.  Lessor
will,  and will  cause  each  member of its  Controlled  Group to,  comply  with
applicable  laws  (including but not limited to ERISA),  regulations and similar
requirements  of governmental  authorities  (including but not limited to PBGC),
except where the necessity of such  compliance is being  contested in good faith
through   appropriate   proceedings   diligently   pursued   and  except   where
non-compliance  has not had and would reasonably be expected to cause a Material
Adverse  Effect.  Lessor  will pay  promptly  when due all  taxes,  assessments,
governmental  charges,  claims for labor,  supplies,  rent and other obligations
which, if unpaid,  might become a lien against its property,  except liabilities
being  contested  in good faith and against  which,  if  requested by the Agent,
Lessor  will  set  up  reserves  in  accordance   with  GAAP  and  except  where
non-compliance  has not had and would reasonably be expected to cause a Material
Adverse Effect and would not cause a lien against any of the Collateral.

                  Section  5.08.  Consolidations,  Mergers  and Sales of Assets.
Lessor will not  consolidate or merge with or into, or sell,  lease or otherwise
transfer  all or any  substantial  part of its assets to, any other  Person,  or
discontinue or eliminate any business line or segment.

                  Section 5.09.  Maintenance of Property.  Lessor shall maintain
all of its  properties and assets in good  condition,  repair and working order,
ordinary wear and tear  excepted,  and in accordance  with the provisions of the
Lease.

                  Section 5.10. Restricted Payments.  Lessor will not declare or
make any Restricted  Payment during any Fiscal Year,  except that  Distributions
may be made from  amounts in the  Additional  Rent  Collateral  Reserve  Account
pursuant to Section 2.02, so long as no Event of Default exists.
<PAGE>
                  Section 5.11.  Loans or Advances.  Lessor shall not make loans
or advances to any Person,  except deposits  required by government  agencies or
public  utilities or required in order to comply with any applicable  provisions
of any of the "Transaction Documents" (as defined in the Lease).

                  Section 5.12.  Investments.  Lessor shall not make Investments
in any Person except as permitted by Section 5.11 and except  Investments in (i)
direct  obligations of the United States  Government  maturing  within one year,
(ii)  certificates  of  deposit  issued by a  commercial  bank  whose  credit is
satisfactory to the Agent,  (iii)  commercial  paper rated A-1 or the equivalent
thereof by S&P or P-1 or the  equivalent  thereof by Moody's  and in either case
maturing  within 6 months after the date of  acquisition,  (iv) tender bonds the
payment of the principal of and interest on which is fully supported by a letter
of credit issued by a United States bank whose long-term certificates of deposit
are rated at least AA or the equivalent  thereof by S&P and Aa or the equivalent
thereof by Moody's;  and/or (v)  Investments  permitted  by the terms of Section
5.05 of the Indenture; provided, however, immediately after giving effect to the
making of any Investment, no Default shall have occurred and be continuing.

                  Section  5.13.  Additional  Debt.  Lessor  shall not incur any
Debt, other than pursuant to this Agreement.

                  Section 5.14. No Other  Businesses.  Lessor shall engage in no
other  business  or  activities,  other than the  ownership  and  leasing of the
Individual Properties, as contemplated herein and in the Operative Documents.

                  Section 5.15.  Retention and Disposition of Certain  Proceeds.
In the event the Agent  receives  any excess "Net  Proceeds"  (as defined in the
Lease) pursuant to Section 19.1(b), surplus proceeds pursuant to Section 19.2(b)
of the Lease,  or any excess  condemnation  award pursuant to Section 19.3(c) of
the Lease, such amounts shall be held by the Agent as a collateral  reserve (the
"Net Proceeds Collateral Reserve Account") to secure payment of the Obligations;
provided, that if all Letters of Credit have been terminated and all Obligations
have been paid in full,  then the Agent shall  disburse any remaining  amount in
the Net Proceeds  Collateral  Reserve  Account in accordance with the applicable
provisions of such Sections of the Lease.

                                   ARTICLE VI

                                    DEFAULTS

                  Secton 6.01 Events of Default. If one or more of the following
events ("Events of Default") shall have occurred and be continuing:

                  (a)  Lessor  shall  fail to pay when due any  Letter of Credit
         Obligations  or principal  amount of any  Reimbursement  Note, or shall
         fail to pay any  interest on any  Reimbursement  Note within 5 Domestic
         Business  Days after such  interest  shall become due, or shall fail to
         pay any fee or any other  Obligations  within 5 Domestic  Business Days
         after such fee or other amount becomes due; or

                  (b) Lessor  shall fail to observe or perform  any  covenant or
         agreement contained in:

                           (1) any of Sections 5.03,  5.04, 5.05, 5.08, or 5.10,
                  5.11, 5.12 (other than arising out of temporary Investments of
                  cash in cash equivalents which are not otherwise  permitted by
                  Section  5.12,  which  shall be  subject to clause (2) of this
                  Section 6.01(b)), 5.13 or 5.14 of this Agreement; or
<PAGE>
                           (2) any other provision of this Agreement for 30 days
                  after the  earlier  of (i) the first day on which  Lessor  has
                  knowledge of such failure or (ii) written  notice  thereof has
                  been  given  to  Lessor  by the  Agent at the  request  of any
                  Lender; or

                  (c) an  "Event  of  Default"  shall  have  occurred  under the
         Indenture; or

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

                  (e) Lessor shall commence a voluntary case or other proceeding
         seeking  liquidation,  reorganization  or other  relief with respect to
         itself or its debts under any  bankruptcy,  insolvency or other similar
         law now or hereafter in effect or seeking the appointment of a trustee,
         receiver, liquidator,  custodian or other similar official of it or any
         substantial  part of its property,  or shall consent to any such relief
         or to the  appointment of or taking  possession by any such official in
         an involuntary case or other proceeding  commenced against it, or shall
         make a general  assignment for the benefit of creditors,  or shall fail
         generally, or shall admit in writing its inability, to pay its debts as
         they become due, or shall take any corporate action to authorize any of
         the foregoing; or

                  (f) an involuntary case or other proceeding shall be commenced
         against Lessor seeking liquidation, reorganization or other relief with
         respect to it or its debts under any  bankruptcy,  insolvency  or other
         similar law now or hereafter in effect or seeking the  appointment of a
         trustee, receiver,  liquidator,  custodian or other similar official of
         it or any substantial  part of its property,  and such involuntary case
         or other proceeding shall remain  undismissed and unstayed for a period
         of 60 days;  or an order for  relief  shall be entered  against  Lessor
         under the federal bankruptcy laws as now or hereafter in effect; or

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

                  (h) one or more  judgments  or orders for the payment of money
         in an aggregate  amount in excess of $500,000 shall be rendered against
         Lessor  and such  judgment  or order  shall  continue  unsatisfied  and
         unstayed for a period of 30 days; or
<PAGE>
                  (i) a federal  tax lien shall be filed  against  Lessor  under
         Section  6323 of the Code or a lien of the PBGC shall be filed  against
         Lessor  under  Section 4068 of ERISA and in either case such lien shall
         remain  undischarged  for a period of 25 days after the date of filing;
         or

                  (j) the occurrence of any event, act, occurrence, or condition
         which the Required  Lenders  determine  either does or has a reasonable
         likelihood of causing a Material Adverse Effect;

                  (k) an "Event of Default"  under the Lease shall have occurred
         or be in existence;

                  (l) an "Event of Default" shall have occurred under the Agency
         and Development Agreement; or.

                  (m) an "Event of Default"  shall  occur under the  Mortgage or
         the Assignment of Rents, or Lessee or Lessor, as applicable, shall fail
         to observe or perform any  covenant or agreement  contained  the Lessee
         Undertaking or the Fund Account Security Agreement, and such failure is
         not cured within any applicable grace or cure period contained therein.

then, and in every such event:

                           (i) the Agent  shall,  if  requested  by the Required
                  Lenders, by notice to Lessor,  declare the Reimbursement Notes
                  (together  with  accrued  interest  thereon),  and  all  other
                  amounts  payable  hereunder  and  under  the  other  Operative
                  Documents,  to be, and the Reimbursement  Notes (together with
                  accrued  interest  thereon),  and all  other  amounts  payable
                  hereunder  and  under  the  other  Operative  Documents  shall
                  thereupon   become,   immediately   due  and  payable  without
                  presentment,  demand, protest or other notice of any kind, all
                  of which are hereby  waived by Lessor,  together with interest
                  at the Default Rate accruing on the principal  amount  thereof
                  from and after the date of such  Event of  Default,  and apply
                  any amounts in the Additional Rent Collateral  Reserve Account
                  in accordance with Section 6.02; provided that if any Event of
                  Default  specified  in  paragraph  (e)  or (f)  above  occurs,
                  without  any  notice by the Agent or the  Required  Lenders to
                  Lessor or any other act by the Agent or the Required  Lenders,
                  the  Reimbursement   Notes  (together  with  accrued  interest
                  thereon) and all other amounts payable hereunder and under the
                  other  Operative  Documents  shall  automatically  and without
                  notice become immediately due and payable without presentment,
                  demand,  protest or other notice of any kind, all of which are
                  hereby waived by Lessor together with interest  thereon at the
                  Default Rate accruing on the principal amount thereof from and
                  after the date of such Event of Default;
<PAGE>
                           (ii)  subject to the final  sentence of this  Section
                  6.01, the Agent shall,  if requested by the Required  Lenders,
                  by notice to the Trustee, direct the Trustee to call the Bonds
                  for  mandatory  purchase or declare the principal of the Bonds
                  to  be  immediately  due  and  payable   pursuant  to  Section
                  5.08(a)(v) and 7.01(f) of the Indenture; and

                           (iii) if the Reimbursement  Obligations have not been
                  paid as required  by Section  2.01(e)(i)  with  respect to any
                  Letter  of  Credit,  the  Agent  shall,  if  requested  by the
                  Required Lenders, give notice to the Trustee, on behalf of all
                  of the LC  Issuers,  that the  Letters  of Credit  will not be
                  reinstated  following  a  Series  A  Bonds  Scheduled  Payment
                  Drawing,  a  Series B Bonds  Scheduled  Payment  Drawing  or a
                  Tender Drawing. In addition,  subject to the final sentence of
                  this Section 6.01, upon the occurrence of an Event of Default,
                  to the extent of any  existing  Letter of Credit  Obligations,
                  upon the demand of the Agent  (acting at the  direction of the
                  Required   Lenders)   by  notice  to  Lessor,   Lessor   shall
                  immediately  deposit the  principal  amount  thereof  with the
                  Agent and the Agent shall set aside the  amounts so  deposited
                  as  a   collateral   reserve   account   (the   "Reimbursement
                  Obligations  Collateral  Reserve  Account") for payment of the
                  Reimbursement  Obligations relating to Letters of Credit which
                  are subsequently funded; provided that if any Event of Default
                  specified in paragraph (e) or (f) above occurs, subject to the
                  final sentence of this Section 6.01,  Lessor shall immediately
                  be obligated  to make such  deposit  without any notice by the
                  Agent or the  Required  Lenders  to Lessor or any other act by
                  the Agent or the Required Lenders. After all Letters of Credit
                  have been  cancelled and all  Reimbursement  Obligations  have
                  been  satisfied,  and each LC Issuer has been  reimbursed  all
                  amounts  funded  by  it  with  respect  thereto,  any  balance
                  remaining in the Reimbursement  Obligations Collateral Reserve
                  Account  may be applied to other  Obligations,  and,  if none,
                  shall be remitted to Lessor;

Notwithstanding the foregoing, the Agent shall have available to it all remedies
under  this  Agreement,  under  the  other  Operative  Documents,  and all other
remedies  at law or  equity,  and shall  exercise  any one or all of them at the
request  of the  Required  Lenders;  provided,  however,  that  so  long  as all
obligations  of the Lessee are being paid as and when they come due  pursuant to
the Lease and the Payment Direction Agreement and no Lease Default has occurred,
(1) the Agent shall not exercise the rights  described in clauses (ii) and (iii)
above, (2) the Lessee shall have no obligation under the Lease to pay Rent on an
accelerated  basis to enable  Lessor to make the  deposit  in the  Reimbursement
Obligations  Collateral  Reserve  Account or to pay the  Reimbursement  Notes or
Reimbursement  Obligations,  and (3) the Agent shall not  terminate the Lease or
disturb the rights of Lessee thereunder.

                  Section  6.02.  Applicaton  of  Proceeds  of  Collateral.  Any
proceeds of sale or other  disposition of the Collateral  will be applied by the
Agent  as  follows,  and  thereafter,   in  accordance  with  the  Agent's  sole
discretion:
<PAGE>
                  (i) Any  proceeds  obtained by the Agent or the Lenders from a
         foreclosure  or other  exercise of rights and remedies  with respect to
         the Assignment of the Rents, the Fund Account Security Agreement and/or
         the Lessee  Undertaking,  any amount in the Additional  Rent Collateral
         Reserve Account maintained by the Agent pursuant to Section 2.02 or the
         Net  Proceeds  Collateral  Reserve  Account  maintained  by  the  Agent
         pursuant  to Section  5.15,  shall  (after  payment of the  Obligations
         consisting of any unpaid  Impositions  and any costs and other expenses
         relating to the enforcement of such Operative Documents) be applied (i)
         first,  pro rata to interest  on the  Reimbursement  Obligations,  (ii)
         secondly,  pro rata to the Reimbursement  Obligations  (Series A Bonds)
         and (iii) lastly, pro rata to the Reimbursement  Obligations  (Series B
         Bonds).

                  (ii) Any proceeds  obtained by the Agent or the Lenders from a
         foreclosure  or other  exercise of rights and remedies  with respect to
         the Mortgages shall (after payment of the Obligations consisting of any
         unpaid  Impositions  and any costs and other  expenses  relating to the
         enforcement of such Operative Documents) be applied (i) first, pro rata
         to interest on the Reimbursement  Obligations,  (ii) secondly, pro rata
         to the Reimbursement  Obligations  (Series B Bonds),  and (iii) lastly,
         pro rata to the Reimbursement Obligations (Series A Bonds).

In the event that the sale or other disposition of the Collateral fails to fully
satisfy any of the Obligations,  Lessor shall remain liable to the Agent and the
Lenders for any deficiency in the Obligations.


                                   ARTICLE VII

                                    THE AGENT


                  Section 7.01. Appointment;  Powers and Immunities. Each Lender
hereby  irrevocably  appoints  and  authorizes  the  Agent  to act as its  agent
hereunder  and under  the  other  Operative  Documents  with such  powers as are
specifically  delegated to the Agent by the terms  hereof and thereof,  together
with such other powers as are  reasonably  incidental  thereto.  The Agent:  (a)
shall have no duties or  responsibilities  except as expressly set forth in this
Agreement  and the other  Operative  Documents,  and shall not by reason of this
Agreement or any other Loan Document be a trustee for any Lender;  (b) shall not
be responsible to the Lenders for any recitals,  statements,  representations or
warranties  contained in this  Agreement or any other Loan  Document,  or in any
certificate or other document referred to or provided for in, or received by any
Lender under,  this Agreement or any other Loan  Document,  or for the validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan Document or any other document referred to or provided for herein
or  therein  or for any  failure  by Lessor to  perform  any of its  obligations
hereunder  or  thereunder;  (c) shall not be required to initiate or conduct any
litigation or collection  proceedings hereunder or under any other Loan Document
except to the extent requested by the Required  Lenders,  and then only on terms
and conditions  satisfactory to the Agent,  and (d) shall not be responsible for
any action  taken or omitted to be taken by it hereunder or under any other Loan
Document or any other document or instrument  referred to or provided for herein
or therein or in  connection  herewith  or  therewith,  except for its own gross
negligence   or   wilful   misconduct.   The  Agent  may   employ   agents   and
<PAGE>
attorneys-in-fact  and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it with reasonable care. The
provisions  of this  Article VII are solely for the benefit of the Agent and the
Lenders,  and Lessor shall not have any rights as a third party  beneficiary  of
any of the provisions  hereof. In performing its functions and duties under this
Agreement and under the other Operative Documents, the Agent shall act solely as
agent of the Lenders and does not assume and shall not be deemed to have assumed
any obligation  towards or  relationship  of agency or trust with or for Lessor.
The duties of the Agent shall be ministerial and  administrative in nature,  and
the Agent shall not have by reason of this  Agreement or any other Loan Document
a fiduciary relationship in respect of any Lender.

                  Section 7.02.  Reliance by Agent.  The Agent shall be entitled
to rely upon any  certification,  notice or other  communication  (including any
thereof  by  telephone,  telecopier,  telegram  or cable)  believed  by it to be
genuine  and  correct  and to have  been  signed  or sent by or on behalf of the
proper  Person or Persons,  and upon  advice and  statements  of legal  counsel,
independent  accountants  or other  experts  selected  by the  Agent.  As to any
matters not expressly provided for by this Agreement or any other Loan Document,
the Agent shall in all cases be fully protected in acting, or in refraining from
acting,  hereunder and thereunder in accordance with instructions  signed by the
Required  Lenders,  and such  instructions of the Required Lenders in any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders.

                  Section 7.03. Defaults.  The Agent shall not be deemed to have
knowledge of the  occurrence of a Default or an Event of Default (other than the
nonpayment of principal of or interest on the Reimbursement  Obligations) unless
the Agent has received notice from a Lender or Lessor specifying such Default or
Event of Default and stating that such notice is a "Notice of  Default".  In the
event that the Agent receives such a notice of the occurrence of a Default or an
Event of Default, the Agent shall give prompt notice thereof to the Lenders. The
Agent shall give each Lender prompt notice of each nonpayment of principal of or
interest on the  Reimbursement  Obligations  whether or not it has  received any
notice of the occurrence of such nonpayment. The Agent shall (subject to Section
9.06)  take such  action  hereunder  with  respect  to such  Default or Event of
Default as shall be directed by the Required Lenders,  provided that, unless and
until the Agent shall have  received such  directions,  the Agent may (but shall
not be obligated to) take such action, or refrain from taking such action,  with
respect to such  Default or Event of Default as it shall deem  advisable  in the
best interests of the Lenders.
 
                  Section 7.04.  Rights of Agent and its Affiliates as a Lender.
With  respect to the  Wachovia  Letter of Credit,  Wachovia in its capacity as a
Lender  hereunder  and any  Affiliate  of the  Agent  or such  Affiliate  in its
capacity as a Lender  hereunder shall have the same rights and powers  hereunder
as any other Lender and may exercise the same as though Wachovia were not acting
as the Agent,  and the term  "Lender"  or  "Lenders"  shall,  unless the context
otherwise  indicates,  include  Wachovia  in its  individual  capacity  and  any
Affiliate of the Agent in its individual  capacity.  The Agent and any Affiliate
of the Agent may  (without  having to account  therefor  to any  Lender)  accept
deposits from, lend money to and generally engage in any kind of banking,  trust
or other  business with Lessor (and any of such Lessor's  Affiliates),  and hold
the Preferred  Membership  Interests and act as Preferred Member, as if Wachovia
were not acting as the Agent,  and the Agent and any  Affiliate of the Agent may
accept fees and other  consideration from Lessor (in addition to any agency fees
and  arrangement  fees  heretofore  agreed to between  Lessor and the Agent) for
services  in  connection  with this  Agreement  or any other  Loan  Document  or
otherwise without having to account for the same to the Lenders.
<PAGE>
                  Section 7.05. Indemnification. Each Lender severally agrees to
indemnify the Agent,  to the extent the Agent shall not have been  reimbursed by
Lessor, ratably in accordance with its Commitment,  for any and all liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses  (including,  without  limitation,  counsel fees and  disbursements) or
disbursements  of any  kind and  nature  whatsoever  which  may be  imposed  on,
incurred by or asserted  against the Agent in any way relating to or arising out
of this Agreement or any other Loan Document or any other documents contemplated
by or referred to herein or therein or the transactions  contemplated  hereby or
thereby  (excluding,  unless an Event of Default has occurred and is continuing,
the normal  administrative costs and expenses incident to the performance of its
agency  duties  hereunder)  or the  enforcement  of any of the  terms  hereof or
thereof or any such other documents; provided that no Lender shall be liable for
any of the  foregoing  to the extent  they arise  from the gross  negligence  or
wilful misconduct of the Agent. If any indemnity  furnished to the Agent for any
purpose shall, in the opinion of the Agent, be insufficient or become  impaired,
the Agent may call for additional  indemnity and cease,  or not commence,  to do
the acts indemnified against until such additional indemnity is furnished.

                  Section 7.06.  Consequential  Damages.  THE AGENT SHALL NOT BE
RESPONSIBLE  OR LIABLE TO ANY LENDER,  LESSOR OR ANY OTHER  PERSON OR ENTITY FOR
ANY  PUNITIVE,  EXEMPLARY  OR  CONSEQUENTIAL  DAMAGES  WHICH MAY BE ALLEGED AS A
RESULT  OF  THIS  AGREEMENT,  THE  OTHER  Operative  Documents  OR  ANY  OF  THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                  Ssection 7.07. Payee of  Reimbursement  Note Treated as Owner.
The Agent may deem and  treat the payee of any  Reimbursement  Note as the owner
thereof  for all  purposes  hereof  unless  and  until a  written  notice of the
assignment  or  transfer  thereof  shall  have been filed with the Agent and the
provisions of Section  9.08(c) have been satisfied.  Any requests,  authority or
consent  of any  Person who at the time of making  such  request or giving  such
authority or consent is the holder of any Reimbursement Note shall be conclusive
and  binding  on  any  subsequent   holder,   transferee  or  assignee  of  that
Reimbursement Note or of any Reimbursement Note or Reimbursement Notes issued in
exchange therefor or replacement thereof.

                  Section 7.08.  Nonreliance  on Agent and Other  Lenders.  Each
Lender agrees that it has,  independently  and without  reliance on the Agent or
any other Lender,  and based on such documents and  information as it has deemed
appropriate,  made its own credit  analysis of Lessor and of Lessee and decision
to  enter  into  this  Agreement  and that it will,  independently  and  without
reliance  upon the Agent or any other  Lender,  and based on such  documents and
information as it shall deem  appropriate at the time,  continue to make its own
analysis and  decisions in taking or not taking  action under this  Agreement or
any of the other  Operative  Documents.  The Agent shall not be required to keep
itself (or any Lender) informed as to the performance or observance by Lessor of
this  Agreement  or by  Lessee of the Lease or by Lessor or Lessee of any of the
other  Operative  Documents  or any other  document  referred to or provided for
herein or therein or to inspect the properties or books of Lessor, Lessee or any
other Person.  Except for notices,  reports and other  documents and information
expressly  required to be  furnished  to the Lenders by the Agent  hereunder  or
under  the  other  Operative  Documents,  the  Agent  shall not have any duty or
responsibility  to  provide  any  Lender  with any  credit or other  information
concerning the affairs, financial condition or business of Lessor, Lessee or any
other Person (or any of their  Affiliates) which may come into the possession of
the Agent.
<PAGE>
                  Section  7.09.  Failure to Act.  Except  for action  expressly
required of the Agent  hereunder  or under the other  Operative  Documents,  the
Agent  shall in all cases be fully  justified  in  failing  or  refusing  to act
hereunder  and  thereunder  unless it shall  receive  further  assurances to its
satisfaction by the Lenders of their  indemnification  obligations under Section
7.05  against any and all  liability  and  expense  which may be incurred by the
Agent by reason of  taking,  continuing  to take,  or  failing  to take any such
action.

                  Section 7.10.  Resignation or Removal of Agent. Subject to the
appointment and acceptance of a successor Agent as provided below, the Agent may
resign at any time by giving notice  thereof to the Lenders and Lessor,  and the
Agent may be removed at any time with or without cause by the Required  Lenders.
Upon any such resignation or removal,  the Required Lenders shall have the right
to appoint a successor Agent. If no successor Agent shall have been so appointed
by the Required Lenders and shall have accepted such appointment  within 30 days
after the  retiring  Agent's  notice of  resignation  or the  Required  Lenders'
removal of the retiring  Agent,  then the  retiring  Agent may, on behalf of the
Lenders,  appoint a successor  Agent.  Any successor Agent shall be a bank which
has a combined capital and surplus of at least $500,000,000. Upon the acceptance
of any appointment as 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. After any retiring Agent's
resignation  or removal  hereunder as Agent,  the provisions of this Article VII
shall  continue  in effect for its  benefit in respect of any  actions  taken or
omitted to be taken by it while it was acting as the Agent hereunder.


                                  ARTICLE VIII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

                  Section 8.01.  Basis for Determining  Interest Rate Inadequate
or Unfair. If on or prior to the first day of any Interest Period: 

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

                  (b) any LC Issuer advises the Agent that the London  Interbank
         Offered  Rate,  as the case may be, as determined by the Agent will not
         adequately  and fairly  reflect the cost to such LC Issuer of funding a
         Euro-Dollar Rate Tender Advance,

the Agent shall  forthwith give notice  thereof to Lessor and Lessee,  whereupon
until the Agent notifies Lessor and Lessee that the circumstances giving rise to
such  suspension no longer exist,  the  obligations of such LC Issuer to make or
maintain a Euro-Dollar  Rate Tender Advance shall be suspended,  and such Tender
Advance shall be a Base Rate Tender Advance.
<PAGE>
                  Section  8.02.  Illegality.  If,  after the date  hereof,  the
adoption of any applicable law, rule or regulation, or any change therein or any
existing or future law, rule or regulation,  or any change in the interpretation
or  administration  thereof  by any  governmental  authority,  central  bank  or
comparable agency charged with the interpretation or administration thereof (any
such  agency  being  referred  to as an  "Authority"  and any such  event  being
referred to as a "Change of Law"),  or  compliance by any Lender (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any Authority  shall make it unlawful or impossible for any LC Issuer (or its
Lending  Office) to make,  maintain or fund any  Euro-Dollar  Tender Advance and
such LC Issuer shall so notify the Agent,  the Agent shall forthwith give notice
thereof to Lessor and Lessee,  whereupon until such LC Issuer  notifies  Lessor,
Lessee and the Agent that the  circumstances  giving rise to such  suspension no
longer exist,  the obligation of such LC Issuer to make or maintain  Euro-Dollar
Tender  Advances  shall be  suspended.  Before  giving  any  notice to the Agent
pursuant to this  Section,  such LC Issuer shall  designate a different  Lending
Office if such  designation  will avoid the need for giving such notice and will
not, in the judgment of such LC Issuer, be otherwise  disadvantageous to such LC
Issuer.  If such LC Issuer shall determine that it may not lawfully  continue to
maintain and fund any outstanding  Euro-Dollar Tender Advance to the last day of
the applicable Interest Period and shall so specify in such notice, Lessor shall
immediately pay in full the accrued interest on such Euro-Dollar  Tender Advance
and any amount due such LC Issuer pursuant to Section  8.05(a),  and such Tender
Advance shall become a Base Rate Tender Advance.

                  Section 8.03.  Increased Cost and Reduced Return. (a) If after
the date hereof,  a Change of Law or compliance by any LC Issuer (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any Authority:

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

                  (ii) shall impose on any LC Issuer (or its Lending  Office) or
         on the  London  interbank  market  any other  condition  affecting  its
         Euro-Dollar  Rate  Tender  Advance,   its  Reimbursement  Note  or  its
         obligation to make Euro-Dollar Rate Tender Advances;

and the result of any of the foregoing is to increase the cost to such LC Issuer
(or its Lending  Office) of making or maintaining  any  Euro-Dollar  Rate Tender
Advance,  or to reduce the amount of any sum received or  receivable  by such LC
Issuer (or its Lending  Office) under this Agreement or under its  Reimbursement
Note with respect thereto, by an amount deemed by such LC Issuer to be material,
then,  within  15 days  after  demand  by  such LC  Issuer  made to  Lessor  and
Lessee(with  a copy to the  Agent),  Lessor  shall  pay to such LC  Issuer  such
additional  amount  or  amounts  as will  compensate  such LC  Issuer  for  such
increased cost or reduction;  provided, that no such LC Issuer shall be entitled
to any  such  compensation  for any  such  increased  cost or  reduction  of sum
received  or  receivable  incurred  more  than 45 days  prior to the date of its
written demand for such compensation.
<PAGE>
                  (b) If any LC Issuer shall have determined that after the date
hereof the adoption of any applicable law, rule or regulation  regarding capital
adequacy,  or any  change  therein,  or any  change  in  the  interpretation  or
administration  thereof,  or compliance by any LC Issuer (or its Lending Office)
with any request or directive  regarding capital adequacy (whether or not having
the force of law) of any Authority, has or would have the effect of reducing the
rate of return on such LC Issuer's  capital as a consequence of its  obligations
hereunder to a level below that which such LC Issuer could have achieved but for
such adoption,  change or compliance (taking into consideration such LC Issuer's
policies with respect to capital adequacy) by an amount deemed by such LC Issuer
to be material,  then from time to time,  within 15 days after demand by such LC
Issuer  made to Lessor  and  Lessee,  Lessor  shall  pay to such LC Issuer  such
additional  amount  or  amounts  as will  compensate  such LC  Issuer  for  such
reduction;  provided,  that no such LC  Issuer  shall  be  entitled  to any such
compensation  for any such reduction of the rate of return incurred more than 45
days prior to the date of its written demand for such compensation.

                  (c) Each LC Issuer will promptly notify Lessor, Lessee and the
Agent of any event of which it has knowledge,  occurring  after the date hereof,
which will entitle such LC Issuer to  compensation  pursuant to this Section and
will  designate a different  Lending Office if such  designation  will avoid the
need for,  or reduce the  amount  of,  such  compensation  and will not,  in the
judgment of such LC Issuer,  be otherwise  disadvantageous  to such LC Issuer. A
certificate  of any LC Issuer  claiming  compensation  under  this  Section  and
setting forth the additional  amount or amounts to be paid to it hereunder shall
be conclusive in the absence of manifest error. In determining such amount, such
LC Issuer may use any reasonable averaging and attribution methods.

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

                  Section  8.04.  Base  Rate  Tender  Advances  Substituted  for
Euro-Dollar Rate Tender Advances. If (i) the obligation of any LC Issuer to make
or maintain any Euro-Dollar  Rate Tender Advance has been suspended  pursuant to
Section 8.02 or (ii) any LC Issuer has demanded compensation under Section 8.03,
and  Lessee  (acting  on  behalf of  Lessor)  shall,  by at least 5  Euro-Dollar
Business  Days' prior notice to such LC Issuer  through the Agent,  have elected
that the provisions of this Section shall apply to such LC Issuer,  then, unless
and until  such LC Issuer  notifies  Lessor and  Lessee  that the  circumstances
giving rise to such suspension or demand for compensation no longer apply:

                  (a) all  Tender  Advances  which  would  otherwise  be made or
         maintained by such LC Issuer as  Euro-Dollar  Tender  Advances shall be
         made instead as Base Rate Tender  Advances  (in all cases  interest and
         principal  on  such  Base  Rate  Tender   Advances   shall  be  payable
         contemporaneously with the related Euro-Dollar Rate Tender Advances, if
         any, of the other LC Issuers), and

                  (b) after each of its  Euro-Dollar  Tender  Advances  has been
         repaid,  all payments of principal  which would otherwise be applied to
         repay such  Euro-Dollar  Rate Tender Advances shall be applied to repay
         its Base Rate Tender Advances instead.
<PAGE>
                  Section 8.05. Compensation. Upon the request of any LC Issuer,
delivered  to Lessor,  Lessee and the Agent,  Lessor shall pay to such LC Issuer
such amount or amounts as shall  compensate such LC Issuer for any loss, cost or
expense incurred by such LC Issuer as a result of any payment or prepayment of a
Euro-Dollar Rate Tender Advance on a date other than the last day of an Interest
Period for such Euro-Dollar Rate Tender Advance;  such  compensation to include,
without limitation,  an amount equal to the excess, if any, of (x) the amount of
interest  which  would have  accrued  on the  amount so paid or prepaid  for the
period  from the date of such  payment  or  prepayment  or  failure to prepay or
borrow to the last day of the then current  Interest Period for such Euro-Dollar
Rate Tender Advance (or, in the case of a failure to prepay, the Interest Period
for such  Euro-Dollar Rate Tender Advance which would have commenced on the date
of such  failure  to  prepay)  at the  applicable  rate  of  interest  for  such
Euro-Dollar Rate Tender Advance  provided for herein  (excluding,  however,  for
purposes of this Section only, the components of the Euro-Dollar Rate other than
the Adjusted  London  Interbank Rate in determining  such rate of interest) over
(y) the amount of interest (as reasonably  determined by such LC Issuer) such LC
Issuer would have paid on deposits in Dollars of comparable amounts having terms
comparable  to  such  period  placed  with it by  leading  banks  in the  London
interbank market.

                  Section 8.06.  Replacement of LC Issuer. In the event that any
LC Issuer gives any notice under Section 8.02 resulting in the suspension of its
obligation  to  make  or  maintain   Euro-Dollar  Tender  Advances  or  requests
compensation  pursuant to Section 8.03 or Lessor is required to make any payment
pursuant to Section 2.06(c),  then, so long as the condition giving rise to such
suspension,  compensation or payment exists, Lessee (acting on behalf of Lessor)
may designate another bank or financial  institution which is an Eligible Lender
(such bank or  financial  institution  being  herein  called a  "Replacement  LC
Issuer")  acceptable  to the Agent (which  acceptance  will not be  unreasonably
withheld)  and which is not an  Affiliate  of Lessor or Lessee,  to replace  the
Letter of  Credit  of such LC Issuer  and  assume  such LC  Issuer's  Commitment
hereunder and purchase such LC Issuer's Reimbursement Note and rights under this
Agreement,  all without recourse to or representation or warranty by, or expense
to,  such LC Issuer,  for a purchase  price equal to the  outstanding  principal
amount of the  Reimbursement  Note of such LC Issuer plus any accrued but unpaid
interest on such  Euro-Dollar  Rate  Tender  Advance and accrued but unpaid fees
owing to such LC Issuer plus any amounts payable to such LC Issuer under Section
8.05, and upon such  replacement,  assumption,  purchase and  substitution,  and
subject to the execution and delivery by the Replacement LC Issuer to the Agent,
for re-delivery to the Trustee,  of the replacement  Letter of Credit and to the
Agent of an Assignment and  Acceptance,  the Replacement LC Issuer shall succeed
to the rights and  obligations  of such LC Issuer  hereunder.  In the event that
Lessor exercises its rights under the preceding sentence,  the LC Issuer against
which such rights were  exercised  shall no longer be a party hereto or have any
rights or obligations hereunder; provided that the obligations of Lessor to such
LC Issuer under  Article VIII and Section 9.03 with respect to events  occurring
or obligations  arising before or as a result of such replacement  shall survive
such exercise.
<PAGE>
                                   ARTICLE IX

                                  MISCELLANEOUS
 
                  Secton  9.01.  Notices.   All  notices,   requests  and  other
communications to any party hereunder shall be in writing (including  telecopier
or  similar  writing)  and  shall  be  given to such  party  at its  address  or
telecopier  number set forth on the signature pages hereof or such other address
or  telecopier  number as such party may  hereafter  specify  for the purpose by
notice to each other  party.  Each such notice,  request or other  communication
shall be effective (i) if given by telecopier, when such telecopy is transmitted
to the  telecopier  number  specified  in this Section and the  confirmation  is
received,  (ii) if given by mail, 72 hours after such communication is deposited
in the mails with first class postage  prepaid,  addressed as aforesaid or (iii)
if given by any other means,  when  delivered  at the address  specified in this
Section;  provided  that  notices to the Agent under  Article II or Article VIII
shall not be effective until  received.  A copy of any notice given by any party
hereunder shall be given to the Lessee at its address  specified in the Lease or
such other address or telecopier  number as the Lessee may hereafter  specify to
the parties hereto.

                  Section 9.02. No Waivers.  No failure or delay by the Agent or
any Lender in exercising  any right,  power or privilege  hereunder or under any
Reimbursement  Note or other Loan Document shall operate as a waiver thereof nor
shall any  single or  partial  exercise  thereof  preclude  any other or further
exercise  thereof or the exercise of any other right,  power or  privilege.  The
rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.

                  Section 9.03.  Expenses;  Documentary Taxes.  Lessor shall pay
(i) all out-of-pocket expenses of the Agent, including fees and disbursements of
special  counsel  for the Agent,  in  connection  with the  preparation  of this
Agreement and the other Operative Documents,  any waiver or consent hereunder or
thereunder or any amendment  hereof or thereof or any Default or alleged Default
hereunder or thereunder and (ii) if a Default occurs, all out-of-pocket expenses
incurred  by the Agent and the  Lenders,  including  fees and  disbursements  of
counsel,  in connection  with such Default and collection and other  enforcement
proceedings resulting therefrom,  including  out-of-pocket  expenses incurred in
enforcing  this  Agreement  and the  other  Operative  Documents.  Lessor  shall
indemnify  the Agent and each Lender  against any  transfer  taxes,  documentary
taxes,  assessments  or charges made by any Authority by reason of the execution
and delivery of this Agreement,  the Reimbursement  Notes or the other Operative
Documents.

                  Section  9.04.  Indemnification.  Lessor shall  indemnify  the
Agent, the Lenders and each Affiliate  thereof and their  respective  directors,
officers, employees and agents from, and hold each of them harmless against, any
and all losses,  liabilities,  claims or damages to which any of them may become
subject, insofar as such losses, liabilities,  claims or damages arise out of or
result  from any  actual  or  proposed  use by  Lessor  of the  proceeds  of any
extension  of  credit  by any  Lender  hereunder  or  breach  by  Lessor of this
Agreement  or any other  Loan  Document  or from any  investigation,  litigation
(including,  without  limitation,  any actions  taken by the Agent or any of the
Lenders to enforce this  Agreement or any of the other  Operative  Documents) or
other proceeding (including, without limitation, any threatened investigation or
<PAGE>
proceeding) relating to the foregoing,  and Lessor shall reimburse the Agent and
each  Lender,  and  each  Affiliate  thereof  and  their  respective  directors,
officers, employees and agents, upon demand for any expenses (including, without
limitation,  legal fees) incurred in connection with any such  investigation  or
proceeding;  but  excluding  any such losses,  liabilities,  claims,  damages or
expenses  incurred by reason of the gross negligence or wilful misconduct of the
Person to be indemnified.

                  Section 9.05.  Setoff;  Sharing of Setoffs.  (a) Lessor hereby
grants to the Agent and each Lender a lien for all  indebtedness and obligations
owing to them from Lessor upon all deposits or deposit accounts, of any kind, or
any  interest in any  deposits or deposit  accounts  thereof,  now or  hereafter
pledged,  mortgaged,  transferred or assigned to the Agent or any such Lender or
otherwise in the  possession  or control of the Agent or any such Lender for any
purpose  for the account or benefit of Lessor and  including  any balance of any
deposit  account or of any credit of Lessor  with the Agent or any such  Lender,
whether now existing or hereafter  established  hereby authorizing the Agent and
each  Lender at any time or times  with or  without  prior  notice to apply such
balances or any part thereof to such of the indebtedness  and obligations  owing
by Lessor to the Lenders  and/or the Agent then past due and in such  amounts as
they may elect, and whether or not the collateral, if any, or the responsibility
of other  Persons  primarily,  secondarily  or  otherwise  liable  may be deemed
adequate. For the purposes of this paragraph, all remittances and property shall
be deemed to be in the possession of the Agent or any such Lender as soon as the
same may be put in transit to it by mail or carrier or by other bailee.

                  (b) Each Lender  agrees that if it shall,  by  exercising  any
right of setoff or counterclaim  or resort to collateral  security or otherwise,
receive payment of a proportion of the aggregate  amount of Obligations  owed to
it which is greater than the proportion  received by any other Lender in respect
of the aggregate amount of all Obligations held by such other Lender, the Lender
receiving   such   proportionately   greater   payment   shall   purchase   such
participations  in the Obligations  owing to such other Lenders,  and such other
adjustments  shall be made,  as may be  required  so that all such  payments  of
Obligations owing to such other Lenders shall be shared by the Lenders pro rata;
provided that if all or any portion of such payment  received by the  purchasing
Lender is thereafter  recovered from such purchasing Lender,  such purchase from
each other Lender  shall be  rescinded  and such other Lender shall repay to the
purchasing Lender the purchase price of such participation to the extent of such
recovery  together  with an amount equal to such other  Lender's  ratable  share
(according to the proportion of (x) the amount of such other  Lender's  required
repayment to (y) the total amount so recovered  from the  purchasing  Lender) of
any Obligations paid or payable by the purchasing Lender in respect of the total
amount so recovered.  Lessor agrees, to the fullest extent it may effectively do
so under  applicable  law,  that any  holder  of a  participation  in any of the
Obligations, whether or not acquired pursuant to the foregoing arrangements, may
exercise rights of setoff or counterclaim  and other rights with respect to such
participation  as  fully  as if such  holder  of a  participation  were a direct
creditor of Lessor in the amount of such participation.

                  Section  9.06.  Amendments  and Waivers.  (a) Any provision of
this Agreement,  the Reimbursement Notes or any other Operative Documents may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed by Lessor and the Required  Lenders  (and, if the rights or duties of the
Agent are affected thereby,  by the Agent);  provided that, no such amendment or
waiver  shall,  unless signed by all Lenders,  (i) change the  Commitment of any
Lender or  subject  any Lender to any  additional  obligation,  (ii)  change the
<PAGE>
principal  of  or  rate  of  interest  on  any   Reimbursement   Note  or  other
Reimbursement  Obligation  or any fees  (other  than fees  payable to the Agent)
hereunder,  (iii)  change the date  fixed for any  payment  of  principal  of or
interest on any Reimbursement Note or other Reimbursement Obligation or any fees
hereunder, (iv) change the amount of principal, interest or fees due on any date
fixed for the payment  thereof,  (v) change the percentage of the Commitments or
of the aggregate  unpaid  principal  amount of the  Reimbursement  Notes, or the
percentage of Lenders, which shall be required for the Lenders or any of them to
take any action  under this Section or any other  provision  of this  Agreement,
(vi) change the manner of  application of any payments made under this Agreement
or the Reimbursement  Notes, (vii) release or substitute any Individual Property
or all or any substantial part of any other collateral (if any) held as security
for the  Obligations  (other than (x) a  substitution  of Individual  Properties
pursuant to Section  4.4(a) of the Lease,  which may be done with the consent of
the Agent and the Required  Lenders,  which  consent  shall not be  unreasonably
withheld or (y) a release  expressly  required pursuant to the provisions of the
Lease,  or  (viii)  release  any  Guarantee  given  to  support  payment  of the
Obligations.

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

                  Section 9.07. No Margin Stock Collateral.  Each of the Lenders
represents  to the Agent and each of the other  Lenders that it in good faith is
not, directly or indirectly (by negative pledge or otherwise),  relying upon any
Margin  Stock as  collateral  in the  extension  or  maintenance  of the  credit
provided for in this Agreement.

                  Section  9.08.  Successors  and Assigns (a) The  provisions of
this  Agreement  shall be binding  upon and inure to the  benefit of the parties
hereto and their respective successors and assigns; provided that Lessor may not
assign or otherwise transfer any of its rights under this Agreement.

                  (b) The LC Participants may not sell sub-participations in the
Wachovia  Letter of Credit,  except to any Affiliate of such LC Participant  (an
"LC   Sub-participation   Affiliate")  and  may  not  assign  their  rights  and
obligations  as an LC  Participant  except  (i)  pursuant  to  2.01(b)  or  (ii)
otherwise to an Eligible  Lender,  but only with the express  written consent of
Wachovia,  the Agent and Lessee.  Each LC  Participant  shall be entitled to the
benefits  of Article  VIII with  respect to its  participation  in the  Wachovia
Letter of Credit and the  Reimbursement  Note held by  Wachovia.  Subject to the
<PAGE>
provisions hereof, the LC Issuers (including  Wachovia) may sell  participations
in their  Letters of Credit to any Person (an "Other  Participant").  Each Other
Participant and LC Sub-participation Affiliate shall be entitled to the benefits
of Article VIII with respect to its  participation or  sub-participation  in the
Letter  of  Credit  and  the  Reimbursement  Note  held by the LC  Issuer  or LC
Participant in which it has purchased a participation or sub-participation,  but
no Other  Participant or LC  Sub-participation  Affiliate  shall be, or have the
rights  hereunder  or under  any of the  other  Operative  Documents  of,  an LC
Participant.  In the event of any such  sale by an LC Issuer of a  participating
interest  to  an  Other  Participant,   or  sale  by  an  LC  Participant  of  a
sub-participation to an LC Sub-participation  Affiliate,  such LC Issuer's or LC
Participant's  obligations under this Agreement shall remain unchanged,  such LC
Issuer or LC Participant  shall remain solely  responsible  for the  performance
thereof,  such LC  Issuer  or LC  Participant  shall  remain  the  holder of its
Reimbursement Note or participation in the Reimbursement  Note of Wachovia,  for
all purposes  under this  Agreement,  and Lessor and the Agent shall continue to
deal solely and directly  with such LC Issuer or LC  Participant  in  connection
with such LC  Issuer's or LC  Participant's  rights and  obligations  under this
Agreement. In no event shall an LC Issuer that sells a participation to an Other
Participant  or  an LC  Participant  that  sells  a  sub-participation  to an LC
Sub-participation  Affiliate  be  obligated  to  the  Other  Participant  or  LC
Sub-participation  Affiliate to take or refrain from taking any action hereunder
except that such LC Issuer or LC Participant  may agree that it will not (except
as  provided  below),  without  the  consent  of  the  Other  Participant  or LC
Sub-participation  Affiliate,  agree to (i) the change of any date fixed for the
payment of  principal of or interest on the related  Reimbursement  Obligations,
(ii) the change of the amount of any principal, interest or fees due on any date
fixed for the payment  thereof with  respect to the related  Letter of Credit or
Reimbursement  Obligations,  (iii)  the  change of the  principal  amount of the
related Letter of Credit or  Reimbursement  Obligations,  (iv) any change in the
rate at which either interest is payable thereon or (if the Other Participant or
LC  Sub-participation  Affiliate is entitled to any part thereof) fee is payable
hereunder from the rate at which the Participant is entitled to receive interest
or  fee  (as  the   case  may  be)  in   respect   of  such   participation   or
sub-participation,  (v) the release or  substitution  of all or any  substantial
part of the  collateral (if any) held as security for the  Obligations,  or (vi)
the  release of any  Guarantee  which may  hereafter  have been given to support
payment of the Obligations.  Each LC Issuer selling a participating  interest in
any Letter of Credit  and  Reimbursement  Note  shall,  and each LC  Participant
selling a  sub-participation  to an LC  Sub-participation  Affiliate,  within 10
Domestic  Business Days of such sale,  provide the Lessor,  Lessee and the Agent
with written  notification  stating that such sale has occurred and  identifying
the  Other  Participant  or LC  Sub-participation  Affiliate  and  the  interest
purchased by such Other Participant or LC Sub-participation Affiliate.

                  (c) Any Lender may at any time  assign to one or more banks or
financial institutions which would, upon such assignment,  be an Eligible Lender
(each an "Assignee") all or a  proportionate  part of its rights and obligations
under this Agreement,  the  Reimbursement  Notes,  the Letters of Credit and the
other  Operative  Documents,  and such Assignee shall assume all such rights and
obligations,  pursuant  to  an  Assignment  and  Acceptance,  executed  by  such
Assignee,  such transferor Lender and the Agent (and, in the case of an Assignee
that is not then a Lender,  subject to clause (iii) below, by Lessor), (ii) with
respect  to the  sale  of its  rights  and  obligations  as an LC  Issuer,  such
assignment  must be of all of such rights and obligations and such assignee must
issue a replacement  Letter of Credit,  (iii) except during the continuance of a
Default,  no interest may be sold by a Lender  pursuant to this paragraph (c) to
any Assignee that is not then a Lender (or an Affiliate of a Lender) without the
<PAGE>
consent of Lessor, Lessee and the Agent, which consent shall not be unreasonably
withheld, and (iv) a Lender may not have more than 2 Assignees that are not then
Lenders at any one time.  Upon (A) execution of the Assignment and Acceptance by
such transferor Lender, and the issuance of any replacement Letter of Credit, if
applicable, such Assignee, the Agent and (if applicable) Lessor, (B) delivery of
an executed copy of the Assignment  and Acceptance to Lessor and the Agent,  (C)
payment by such  Assignee to such  transferor  Lender of an amount  equal to the
purchase price agreed between such transferor Lender and such Assignee,  and (D)
payment by such Assignee of a processing  and  recordation  fee of $2,500 to the
Agent,  such Assignee shall for all purposes be a Lender party to this Agreement
and shall have all the rights and  obligations  of a Lender under this Agreement
to the same extent as if it were an original  party hereto with a Commitment  as
set forth in such instrument of assumption,  and the transferor  Lender shall be
released  from its  obligations  hereunder  to a  corresponding  extent,  and no
further consent or action by Lessor, the Lenders or the Agent shall be required.
Upon the consummation of any transfer to an Assignee  pursuant to this paragraph
(c),  the  transferor  Lender,  the  Agent and  Lessor  shall  make  appropriate
arrangements so that, if required, a new Reimbursement Note is issued to each of
such Assignee and such transferor Lender.

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

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

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

                  Section 9.09. Confidentiality.  Each Lender agrees to exercise
commercially  reasonable  efforts  to keep  any  information  delivered  or made
available  by  Lessor  to it  which  is  clearly  indicated  to be  confidential
information, confidential from anyone other than persons employed or retained by
such Lender who are or are expected to become engaged in evaluating,  approving,
structuring or  administering  the Letters of Credit and the facility for making
Tender  Advances;  provided  that nothing  herein shall  prevent any Lender from
<PAGE>
disclosing such information (i) to any other Lender,  (ii) upon the order of any
court  or  administrative  agency,  (iii)  upon the  request  or  demand  of any
regulatory agency or authority having  jurisdiction over such Lender, (iv) which
has been publicly disclosed, (v) to the extent reasonably required in connection
with  any  litigation  to which  the  Agent,  any  Lender  or  their  respective
Affiliates may be a party, (vi) to the extent reasonably  required in connection
with the exercise of any remedy hereunder,  (vii) to such Lender's legal counsel
and  independent  auditors  and  (viii) to any actual or  proposed  Participant,
Assignee or other  Transferee of all or part of its rights  hereunder  which has
agreed in writing to be bound by the  provisions of this Section 9.09;  provided
that  should  disclosure  of any such  confidential  information  be required by
virtue of clause  (ii) of the  immediately  preceding  sentence,  to the  extent
permitted by law, any relevant Lender shall promptly notify Lessor of same so as
to allow  Lessor to seek a  protective  order or to take any  other  appropriate
action; provided, further, that, no Lender shall be required to delay compliance
with any  directive  to disclose any such  information  so as to allow Lessor to
effect any such action.

                  Section 9.10.  Representations by Lenders.  Each Lender hereby
represents that it is a commercial  lender or financial  institution which makes
loans and issues  letters of credit in the  ordinary  course of its business and
that it will make its  Tender  Advances  (if any) and issue its Letter of Credit
(or  obtain  its  participation  interest  in the  Wachovia  Letter  of  Credit)
hereunder for its own account in the ordinary course of such business;  provided
that,  subject to Section 9.08, the disposition of the Obligations  held by that
Lender shall at all times be within its exclusive control.

                  Section 9.11.  Obigations Several.  The obligations of each LC
Issuer  hereunder  are several,  and no LC Issuer shall be  responsible  for the
obligations or commitment of any other LC Issuer hereunder. Nothing contained in
this  Agreement  and no action  taken by the Lenders  pursuant  hereto  shall be
deemed to constitute the Lenders to be a partnership,  an  association,  a joint
venture or any other kind of entity.  The amounts  payable at any time hereunder
to each Lender shall be a separate and  independent  debt, and each Lender shall
be entitled to protect and enforce its rights  arising out of this  Agreement or
any other Loan Document and it shall not be necessary for any other Lender to be
joined as an additional party in any proceeding for such purpose.

                  Section  9.12.   New  York  Law.   This   Agreement  and  each
Reimbursement Note shall be construed in accordance with and governed by the law
of the State of New York.

                  Section  9.13.  Severability.  In case  any one or more of the
provisions  contained in this Agreement,  the Reimbursement  Notes or any of the
other Operative  Documents  should be invalid,  illegal or  unenforceable in any
respect,  the validity,  legality and enforceability of the remaining provisions
contained  herein  and  therein  shall not in any way be  affected  or  impaired
thereby and shall be enforced to the greatest extent permitted by law.
 
                  Section  9.14.  Interest.  In no event  shall  the  amount  of
interest, and all charges,  amounts or fees contracted for, charged or collected
pursuant  to this  Agreement,  the  Reimbursement  Notes or the other  Operative
Documents  and  deemed  to  be  interest  under  applicable  law  (collectively,
"Interest")  exceed the highest rate of interest  allowed by applicable law (the
"Maximum Rate"), and in the event any such payment is inadvertently  received by
any Lender, then the excess sum (the "Excess") shall be credited as a payment of
principal,  unless  Lessor shall notify such Lender in writing that it elects to
<PAGE>
have the Excess returned forthwith.  It is the express intent hereof that Lessor
not pay and none of the Lenders  receive,  directly or  indirectly in any manner
whatsoever, interest in excess of that which may legally be paid by Lessor under
applicable  law. The right to  accelerate  maturity of any of the  Reimbursement
Notes or payment of the Reimbursement  Obligations does not include the right to
accelerate  any  interest  that has not  otherwise  accrued  on the date of such
acceleration,  and the Agent  and the  Lenders  do not  intend  to  collect  any
unearned interest in the event of any such acceleration.  All monies paid to the
Agent or the Lenders  hereunder or under any of the  Reimbursement  Notes or the
other  Operative  Documents,  whether at  maturity  or by  prepayment,  shall be
subject  to  rebate  of  unearned  interest  as and to the  extent  required  by
applicable law. By the execution of this  Agreement,  Lessor  covenants,  to the
fullest  extent  permitted  by law,  that (i) the credit or return of any Excess
shall constitute the acceptance by Lessor of such Excess,  and (ii) Lessor shall
not seek or pursue any other remedy,  legal or  equitable,  against the Agent or
any Lender, based in whole or in part upon contracting for charging or receiving
any  Interest in excess of the  Maximum  Rate.  For the  purpose of  determining
whether or not any Excess has been  contracted  for,  charged or received by the
Agent or any  Lender,  all  interest  at any time  contracted  for,  charged  or
received from Lessor in connection with this Agreement,  the Reimbursement Notes
or any of the other  Operative  Documents  shall,  to the  extent  permitted  by
applicable  law, be  amortized,  prorated,  allocated  and spread in equal parts
throughout the full term of the Commitments.  Lessor,  the Agent and each Lender
shall, to the maximum extent  permitted under  applicable law, (i)  characterize
any non-principal  payment as an expense, fee or premium rather than as Interest
and (ii) exclude voluntary  prepayments and the effects thereof.  The provisions
of this Section shall be deemed to be incorporated into each  Reimbursement Note
and each of the other Operative  Documents (whether or not any provision of this
Section is referred to therein). All such Operative Documents and communications
relating to any Interest owed by Lessor and all figures set forth therein shall,
for the sole purpose of computing the extent of obligations  hereunder and under
the  Reimbursement  Notes and the other  Operative  Documents  be  automatically
recomputed by Lessor,  and by any court  considering the same, to give effect to
the adjustments or credits required by this Section.

                  Section 9.15.  Interpretation.  No provision of this Agreement
or  any  of  the  other  Operative  Documents  shall  be  construed  against  or
interpreted  to the  disadvantage  of any  party  hereto  by any  court or other
governmental  or  judicial  authority  by reason of such  party  having or being
deemed to have structured or dictated such provision.

                  Section 9.16.  Waiver of Jury Trial;  Consent to Jurisdiction.
Lessor (a) and each of the  Lenders  and the Agent  irrevocably  waives,  to the
fullest extent permitted by law, any and all right to trial by jury in any legal
proceeding arising out of this Agreement,  any of the other Operative Documents,
or any of the transactions  contemplated  hereby or thereby,  (b) submits to the
nonexclusive  personal jurisdiction in the State of New York, the courts thereof
and the United States  District Courts sitting  therein,  for the enforcement of
this Agreement,  the Reimbursement Notes and the other Operative Documents,  (c)
waives any and all personal  rights under the law of any  jurisdiction to object
on  any  basis  (including,  without  limitation,  inconvenience  of  forum)  to
jurisdiction or venue within the State of New York for the purpose of litigation
to  enforce  this  Agreement,  the  Reimbursement  Notes or the other  Operative
Documents,  and (d) agrees  that  service of process  may be made upon it in the
manner  prescribed  in Section 9.01 for the giving of notice to Lessor.  Nothing
herein contained,  however,  shall prevent the Agent from bringing any action or
exercising any rights against any security and against  Lessor  personally  (but
not against the Preferred Member or the Common Members),  and against any assets
of Lessor, within any other state or jurisdiction.
<PAGE>
                  Section 9.17.  Counterparts.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

                  Section  9.18.  Source of Funds -- ERISA.  Each of the Lenders
hereby  severally  (and not  jointly)  represents  to Lessor that no part of the
funds to be used by such  Lender to fund any  Tender  Advance  made by it or its
funding  with  respect  to any  Letter  of  Credit  hereunder  from time to time
constitutes  (i) assets  allocated to any separate  account  maintained  by such
Lender  in which  any  employee  benefit  plan (or its  related  trust)  has any
interest nor (ii) any other assets of any employee benefit plan. As used in this
Section, the terms "employee benefit plan" and "separate account" shall have the
respective meanings assigned to such terms in Section 3 of ERISA.

                  Section 9.21.  Exculpation.  Neither  Lessor nor any Preferred
Member or Common  Member shall have any  obligation  or liability for payment of
the Obligations,  either under this Agreement,  the  Reimbursement  Notes or any
other Operative Documents, and the Lenders will have no claims or other recourse
against Lessor or any Preferred  Member or Common Member,  or against any assets
of  Lessor  or  any  Preferred  Member  or  Common  Member,  in  respect  of the
Obligations,  either under this Agreement,  the Reimbursement Notes or any other
Operative  Documents;  and the  Lenders  shall not have any right to enforce any
obligations  of a Preferred  Member or Common Member to make a  contribution  to
Lessor under any provision of the Operating  Agreement.  Neither  Lessor nor any
Preferred  Member or Common Member nor any of their  respective  assets shall be
subject to any lien, levy, execution or any other enforcement procedure relating
directly or indirectly to the Obligations;  provided, however, that in the event
of a  dissolution  of Lessor,  any  assets of Lessor  that are  received  by any
Preferred  Member or Common Member in such  dissolution  shall be subject to the
claims of the Lenders for the enforcement of payment thereof.
<PAGE>
                 IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed,  under  seal,  by their  respective  authorized
officers as of the day and year first above written.


                                             MOVIEPLEX REALTY LEASING,    
                                             L.L.C.          (SEAL)


                                             By: Randolph, Hudson & Co.,  
                                                 Inc., its sole managing
                                                 member

                                             By: /s/Roger J. Burns
                                                 -----------------
                                                 Roger J. Burns
                                                 Vice President

                                             MoviePlex Realty Leasing,    
                                             L.L.C.
                                             2 World Trade Center
                                             Suite 2112
                                             New York, New York 10048
                                             Attention: Gilbert Sandler
                                             Telecopier no: 212-775-0901
                                             Confirmation no: 212-775-0222


Commitments                                  WACHOVIA BANK, N.A.,
                                             as Agent and as a
                                             Lender           (SEAL)


                                             By:     /s/Douglas L. Strickland
                                                     ------------------------
                                                     Douglas L. Strickland
                                             Title:  Vice President