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                                                                   Exhibit 10.19






                              AMENDED AND RESTATED

                               FINANCE AGREEMENT


                                  by and among


                    OVERSEAS PRIVATE INVESTMENT CORPORATION,


                           PBO PROPERTY FUND, L.L.C.,


                             PBO HOLDINGS, L.L.C.,


                                      and


                          PBO PROPERTY CAPITAL, L.L.C.



                            Dated as of May 20, 1998

                               OPIC 199-95-254 IG
                               OPIC 399-95-228 IG


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                                TABLE OF CONTENTS

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION
Section 1.1  Definitions.......................................................2
Section 1.2  Interpretation...................................................28

                                   ARTICLE II
                          AMOUNT AND TERMS OF THE LOAN
Section 2.1  Amount and Loan Commitment.......................................29
Section 2.2  Cancellation of the Loan Commitment..............................30
Section 2.3  Interest.........................................................30
Section 2.4  Repayment........................................................31
Section 2.5  Prepayment.......................................................31
Section 2.6  Guaranty Fees....................................................31
Section 2.7  Taxes............................................................36
Section 2.8   OPIC Requirements...............................................38
Section 2.10 Default Status...................................................42
Section 2.11 Release of Certain Liens.........................................42
Section 2.12 Operating Reserves...............................................43

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
Section 3.1        Existence and Power........................................43
Section 3.2        Authority..................................................46
Section 3.3        Financial Condition........................................46
Section 3.4        Holdings...................................................46
Section 3.5        Liens......................................................47
Section 3.6        Taxes and Reports..........................................47
Section 3.7        Defaults...................................................47
Section 3.8        Litigation.................................................47
Section 3.9        Compliance with Law........................................47
Section 3.10       Disclosure.................................................48
Section 3.11       Offering...................................................48
Section 3.12       Investment Company Act.....................................48
Section 3.13       Portfolio Investments......................................48
Section 3.14       Margin Stock...............................................51
Section 3.16       Immunity...................................................51
Section 3.17       Solvency...................................................52
Section 3.18       Predecessor Fund Breaches..................................54


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                                   ARTICLE IV
               CONDITIONS PRECEDENT TO RESTRUCTURING DISBURSEMENT
Section 4.1        Authorizations.............................................53
Section 4.2        Funding Documents..........................................55
Section 4.3        Financing Documents........................................55
Section 4.4        Investment Guidelines and Lessee and Purchaser Credit
                   Guidelines.................................................56
Section 4.5        Insurance..................................................57
Section 4.6        Reserved...................................................57
Section 4.7        Reserved...................................................57
Section 4.8        Member Contributions.......................................57
Section 4.9        Offering Memorandum........................................57
Section 4.10       Appointment of Independent Accountants.....................57
Section 4.11       Legal Opinions.............................................57
Section 4.12       Appointment of Agent.......................................57
Section 4.13       Certain Other Documents....................................58

                                    ARTICLE V
                   CONDITIONS PRECEDENT TO EACH DISBURSEMENT
Section 5.1        Representations and Defaults...............................58
Section 5.2        Change in Circumstances....................................58
Section 5.3        Disbursement Request.......................................58
Section 5.4        Payment or Reimbursement of Fees...........................58
Section 5.5        Certification..............................................59
Section 5.6        OPIC Clearance.............................................59
Section 5.7        Members....................................................59
Section 5.8        Security Arrangements......................................59
Section 5.9        Consents and Approvals.....................................62
Section 5.10       Legal Opinions.............................................63
Section 5.11       Funding Arrangements.......................................63
Section 5.12       Financial Information; Project Documents; Other Documents..63

                                   ARTICLE VI
                             AFFIRMATIVE COVENANTS
Section 6.1        Implementation.............................................65
Section 6.2        Operations.................................................65
Section 6.3        Maintenance of Rights and Compliance with Laws.............66
Section 6.4        Consents and Approvals.....................................67
Section 6.5        Maintenance of Insurance...................................68
Section 6.6        Accounting and Financial Management........................69
Section 6.7        Financial Statements and Other Information.................69
Section 6.8        Access to Records; Inspection; Meetings....................70
Section 6.9        Notice of Default and Other Matters........................72


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Section 6.10       Security Documents.........................................74
Section 6.11       Environmental Compliance...................................76
Section 6.12       Submission of Information on Portfolio Companies...........76
Section 6.13       Cash Retention Fund Sub-Account............................78
Section 6.14       Proceeds Fund Sub-Account..................................79
Section 6.15       Certain Calculations.......................................79

                                   ARTICLE VII
                               NEGATIVE COVENANTS
Section 7.1        Liens......................................................83
Section 7.2        Indebtedness...............................................84
Section 7.3        Payments and Distributions.................................82
Section 7.4        No Alteration of Agreements................................86
Section 7.5        Conduct of Business with Organizers and Affiliates.........87
Section 7.6        Dissolution; Mergers.......................................87
Section 7.7        Hedging Contracts..........................................87
Section 7.8        Ordinary Conduct of Business...............................88
Section 7.9        Workers Rights.............................................89
Section 7.10       Investment; Reinvestment...................................90
Section 7.11       Investors..................................................91
Section 7.12       Qualified Use Commitments..................................91
Section 7.13       Non-Operating Reserves.....................................91
Section 7.14       Certain Other Activities of the Organizers, the Managing
                   Member, the Fund Manager and Affiliates....................92
Section 7.15       Limitation on Creation of Portfolio Holding Companies......92
Section 7.16       OPIC Requirements..........................................93
Section 7.17       Pre-Subscription Closing Date Expenses.....................93

                                  ARTICLE VIII
                             DEFAULTS AND REMEDIES
Section 8.1        Events of Default..........................................94
Section 8.2        Remedies upon Event of Default.............................98
Section 8.3        Jurisdiction and Consent to Suit..........................100
Section 8.4        Judgment Currency.........................................101
Section 8.5        Arbitration...............................................101

                                   ARTICLE IX
                                 MISCELLANEOUS
Section 9.1        Notices...................................................103
Section 9.2        English Language..........................................104
Section 9.3        Governing Law.............................................104
Section 9.4        Succession................................................104


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Section 9.5        Survival of Agreements....................................105
Section 9.6        Integration; Amendments...................................105
Section 9.7        Severability..............................................105
Section 9.8        No Waiver.................................................105
Section 9.9        Cooperation...............................................106
Section 9.10       Waiver of Jury Trial......................................106
Section 9.11       Waiver of Litigation Payments.............................107
Section 9.12       Further Assurances........................................107
Section 9.13       Termination of Certain Covenants..........................107
Section 9.14       Counterparts..............................................108
Section 9.15       Certain Disputes..........................................108
Section 9.16       Release...................................................108
Section 9.17       Certain Liens.............................................108
Section 9.18       Certain Rights............................................109

                  EXHIBITS

Exhibit A         Indemnity Agreement
Exhibit B         Form of Disbursement Request
Exhibit C-1       Authorization Certificate (the Fund)
Exhibit C-2       Authorization Certificate (the Managing Member)
Exhibit C-3       Authorization Certificate (the Holding Company)
Exhibit D         Form of Disbursement Certificate
Exhibit E         Organizer Interest Pledge Agreement
Exhibit F         [Reserved]

Exhibit G         Form of Letter of Opinion of Legal Counsel to the Financing
                  Parties and the Organizers
Exhibit H         Investment Guidelines
Exhibit I         Lessee and Purchaser Credit Guidelines
Exhibit J         Form of Portfolio Company Assignment Agreement
Exhibit K         Holding Company Guaranty
Exhibit L         [Reserved]
Exhibit M         Master Pledge Agreement
Exhibit N         Retention Agreement
Exhibit O         Assignment Agreement
Exhibit P         Replacement Note
Exhibit Q         Permitted Expenses
Exhibit R         Subordination Agreement
Exhibit S         Succession Agreement
Exhibit T         Investment Report


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                                   SCHEDULES

Schedule 3.13     Portfolio Securities
Schedule 3.10     Certain Agreements
Schedule 5.9      Required Consents and Approvals


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                  AMENDED AND RESTATED FINANCE AGREEMENT dated as of May 20,
1998, by and among PBO PROPERTY FUND, L.L.C. (the "Fund"), a limited liability
company formed and existing under the laws of the State of Delaware and the
successor to CEENIS Property Fund, L.P. (the "Predecessor Fund"); PBO HOLDINGS,
L.L.C. (the "Holding Company"), a limited liability company formed and existing
under the laws of the State of Delaware; PBO PROPERTY CAPITAL, L.L.C. (the
"Managing Member"), a limited liability company formed and existing under the
laws of the State of Delaware; and OVERSEAS PRIVATE INVESTMENT CORPORATION
("OPIC"), an agency of the United States of America.

                              W I T N E S S E T H:

                  WHEREAS, the Predecessor Fund and the Fund each was formed to
seek to achieve current income and long term capital gains for its partners and
Members, respectively, by investing in companies directly or indirectly
organized by it to acquire and develop light industrial, manufacturing,
commercial, office, distribution, warehouse, retail real property and related
real estate assets and, in the case of the Fund, certain hotel properties, in
Central and Eastern Europe (as hereinafter defined), and in the New Independent
States (as hereinafter defined), and to lease such properties on a long-term
basis to U.S. and other international financially responsible tenants or to sell
such properties to U.S. and other international financially responsible
purchasers (the foregoing are sometimes referred to hereinafter as the
"Investment Objectives");

                  WHEREAS, to secure a portion of the financing for its
investments and expenses and for the Projects (as hereinafter defined), the
Predecessor Fund requested that OPIC provide the Predecessor Fund with a credit
facility in the amount of up to U.S.$160,000,000 pursuant to Section 234(b) of
the Foreign Assistance Act of 1961, as amended (the "Act"), which OPIC agreed to
do pursuant to the terms and conditions of a Finance Agreement dated as of June
24, 1996 (the "Original Finance Agreement") by and among the Predecessor Fund,
CEENIS Equities, L.P. (the "Predecessor General Partner") and OPIC, and in
accordance with which OPIC, on December 20, 1996, made a disbursement of a loan
to the Predecessor Fund in the amount of U.S.$5,000,000;

                  WHEREAS, in accordance with a Reorganization Agreement dated
as of the date hereof (the "Reorganization Agreement") by and between the
Predecessor Fund and the Fund, the Fund has succeeded to all of the assets, and
has assumed all of the liabilities and obligations, of the Predecessor Fund,
including all liabilities and obligations under (i) the Original Finance
Agreement, (ii) that certain promissory note dated December 20, 1996 (the
"Original Note") in the principal amount of U.S.$160,000,000 issued by the
Predecessor Fund to OPIC pursuant to the Original Finance Agreement, and (iii)
each other Financing Document; and

                  WHEREAS, the Fund, the Managing Member, the Holding Company
and OPIC desire to amend and restate in its entirety the Original Finance
Agreement as set forth below.

                  NOW, THEREFORE, in consideration of the premises and of the
agreements contained herein, the parties hereto agree as follows:



<PAGE>   8

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

                  SECTION 1.1. DEFINITIONS. Unless otherwise provided,
capitalized terms used herein shall have the definitions specified below:

                  "ACT" has the meaning provided in the recitals hereto.

                  "ADJUSTED PRESENT VALUE" means, when used in respect to a
specified Project, at the time of determination, the Present Value of the Fund=s
share (including without duplication each Financing Credit Party's respective
share) in the aggregate amount of Net Cash Flow from the subject Project.

                  "ADVISORY BOARD" has the meaning provided in Section 9(a) of
the Fund Operating Agreement.

                  "AFFILIATE" means, with respect to any Person, (i) any other
Person that is directly or indirectly controlled by, under common control with
or controlling such Person; (ii) any other Person owning beneficially or
controlling five percent (5%) or more of the equity interest in such Person;
(iii) any officer, director or partner of such Person; or (iv) any spouse or
relative of such Person. As used herein, the term "control" means possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of limited
liability company or partnership interests or voting securities, by contract or
otherwise.

                  "AFFILIATED" means the relationship between two or more
Persons who are Affiliates of each other.

                  "AGREEMENT" means this Amended and Restated Finance Agreement,
including the Exhibits and Schedules hereto.

                  "APPROVED PORTFOLIO COMPANY" means the issuer of Approved
Portfolio Securities.

                  "APPROVED PORTFOLIO SECURITIES" means Portfolio Securities
owned of record by a Portfolio Holding Company (or any other Financing Credit
Party approved by OPIC) and acquired in accordance with the terms hereof.

                  "ARBITRATION NOTICE" has the meaning provided in Section
8.5(a)

                  "ASSIGNMENT AGREEMENT" means the Amended and Restated
Assignment Agreement by and among the Fund, the Holding Company and OPIC,
pursuant to which each of the Fund and the Holding Company grants to OPIC a
conditional assignment, to the extent permitted


                                        2

<PAGE>   9

by law, of all of the right, title and interest of the Fund and the Holding
Company in and to the Project Documents, a form of which agreement is attached
hereto as EXHIBIT O.

                  "AUTHORIZED OFFICER" means, (i) with respect to any Person,
its Chairperson, Managing Director, President, Secretary or Treasurer, and any
other officer designated in writing by such Person as having been authorized to
execute and deliver this Agreement, the Notes, any of the other Financing
Documents to which it is or will be a party, or any other notice or instrument
contemplated hereunder, (ii) with respect to a partnership, any natural person
serving as a general partner thereof or any Authorized Officer of a general
partner thereof, (iii) with respect to a limited liability company, any member
thereof with management authority or any Authorized Officer of a managing member
thereof, and (iv) with respect to OPIC, the President, Vice President-Investment
Funds, and any other officer designated to act on behalf of OPIC in connection
with the transactions contemplated hereby pursuant to a redelegation of
authority from the President or such Vice President of OPIC.

                  "AVAILABLE CAPITAL" means the sum of (i) the Equity
Commitments and (ii) the original principal amount of the Loan Commitment
Amount.

                  "BID PACKAGE" means the (i) "Proposal for the CEENIS Property
Fund" dated November 12, 1997 and presented to OPIC by Affiliates of the
Organizers, (ii) Term Sheet of Proposed Amendments to OPIC Finance Agreement and
Related Documents and accompanying materials submitted by Affiliates of the
Organizers to OPIC under cover of that certain memorandum from Banc One Capital
Corporation dated as of November 21, 1997, and (iii) letter from Banc One
Capital Corporation to OPIC dated November 21, 1997.

                  "BUSINESS DAY" means any day other than (i) a Saturday or
Sunday, (ii) a day on which commercial banks in Washington, D.C., New York, New
York, or the cities in which the principal office of each of the Paying Agent
and the Remarketing Agent is situated are required or permitted to be closed,
(iii) a day on which the New York Stock Exchange is closed, (iv) when used with
respect to any delivery or communication to or from, or action by, OPIC, a day
on which OPIC is not open for business, or (v) for purposes of payments to OPIC,
a day on which the United States Department of the Treasury is closed.

                  "CAPITAL STOCK" means, with respect to any Person, any stock,
limited liability company or partnership interests, or other form of equity
ownership or voting interests of any kind, class or nature in or with respect to
such Person.

                  "CASH FLOW" means the amount expressed in Dollars obtained by
multiplying: (i) in the case of (a) the Fund, the Holding Company or a Portfolio
Holding Company, 100%, and (b) a Portfolio Company, the percentage equal to the
share (determined in accordance with the Charter Documents and other governing
instruments of such Portfolio Company) of the applicable Portfolio Holding
Company in the aggregate amount of all cash and cash equivalent items (as such
items are



                                       3
<PAGE>   10

more fully described in clause (ii) below) generated, held by and/or available
to such Portfolio Company; times (ii) the aggregate amount of all cash and cash
equivalent items (including Interim Securities) generated, held by and/or
available to (a) the Fund, the Holding Company or such Portfolio Holding
Company, as applicable, or (b) such Portfolio Company, as applicable, and
including, in each case to the extent applicable, the applicable percentage
determined pursuant to clause (i)(a) or (i)(b) above in all cash and cash
equivalent items derived from any sale, disposition, financing or refinancing of
Securities, and from other (1) financing activities (such as proceeds from the
Equity Commitments and from the Loan and other permitted Indebtedness), (2)
operating activities, and (3) investing activities (including distributions from
any Portfolio Company to a Portfolio Holding Company, from a Portfolio Holding
Company to the Holding Company, and from the Holding Company to the Fund).

                  "CASH RETENTION FUND SUB-ACCOUNT" means an account of the
Holding Company, subject to a security interest in favor of the Collateral Agent
for the benefit of OPIC, established and maintained in accordance with the
Retention Agreement.

                  "CENTRAL AND EASTERN EUROPE" means Albania, Bulgaria, Croatia,
the Czech Republic, Estonia, Hungary, Latvia, Lithuania, Poland, Romania,
Slovakia, and Slovenia as well as other countries in the region subject to
OPIC's approval (as to which approval there can be no assurance).

                  "CHARTER DOCUMENTS" means, in respect of any company,
corporation, partnership, limited liability company, governmental agency or
other enterprise, its founding act, charter, articles of incorporation and
by-laws, memorandum and articles of association, certificate of formation,
certificate of limited partnership, statute, agreement among the holders of
voting equity interests, or similar governing instrument, and including, in
respect of the Fund, the Fund Operating Agreement.

                  "CLOSING DATE" means December 20, 1996.

                  "COLLATERAL AGENT" means any collateral agent(s) of OPIC under
or in connection with a Security Document.

                  "COMPUTATION DATE" means, with respect to a Payment Date
regarding the Fixed Guaranty Fee, the December 31 or June 30 immediately
preceding such Payment Date.

                  "CONSENT NOTICE" has the meaning provided in Section
2.8(a)(i).

                  "CONSENTS AND APPROVALS" means all licenses, notifications,
consents, approvals, rights, authorizations, registrations, orders,
declarations, decisions and permits issued, or required to be issued, by each
Governmental Authority and other persons to a Financing Party in connection with
the acquisition, design, development, construction, operation, leasing,
ownership, implementation and/or financing of a Project as contemplated in this
Agreement, including for the



                                       4
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remittance of foreign exchange necessary for the payment in Dollars in the
United States of amounts due, paid or received hereunder.

                  "CONSTRUCTION MANAGEMENT AGREEMENT" means each agreement to
which either of the Organizers or any of their respective Affiliates may be a
party, providing for the furnishing by such party of services relating to the
design, development or construction of any real estate interests owned, leased
or otherwise controlled directly or indirectly by a Financing Credit Party.

                  "CONTROLLED PORTFOLIO COMPANY" means a Portfolio Company as to
which one or more Financing Credit Parties possesses, directly or indirectly,
the power to direct or cause the direction of such Portfolio Company's
management and policies, whether through the ownership of Capital Stock, by
contract or otherwise.

                  "CORRUPT PRACTICES LAWS" means (i) the Foreign Corrupt
Practices Act of 1977 (Pub.L. No. 95-213, "101-104), as amended, and (ii) any
other law, regulation, order, decree or directive of any relevant jurisdiction
having the force of law and relating to bribery, kick-backs, or similar business
practices.

                  "COVERED SUM" means, when used in respect to the Projects
covered by one (1) or more Performing Leases or Purchase Contracts as of a
specified date, the amount expressed in Dollars equal to the sum of the (i)
Adjusted Present Value of all Performing Leases and Purchase Contracts covering
such Projects, plus (ii) amounts in the Cash Retention Fund Sub-Account and the
Dedicated Debt Service Reserve Sub-Account.

                  "COVERED TAXES" has the meaning provided in Section 2.7(a).

                  "CREDITWORTHY USER" means an existing or proposed lessee or a
proposed purchaser of a Project deemed by the Managing Member, following a
review in accordance with the Fund's Lessee and Purchaser Credit Guidelines, to
be a substantial firm or other entity with the ability to meet its financial and
operating commitments under the related lease over a period at least equal to
the lease term (and any renewal thereof) or its financial commitments under the
related Purchase Contract, as applicable.

                  "DAY COUNT FRACTION" means, unless otherwise specified,
365-day or 366-day years, as applicable, based on the actual number of days
elapsed.

                  "DEDICATED AMOUNT" means the amount on deposit in the
Dedicated Debt Service Reserve Sub-Account, which amount is irrevocably
dedicated to payment of the Loan Balance.

                  "DEDICATED DEBT SERVICE RESERVE SUB-ACCOUNT" means an account
of the Holding Company, subject to a security interest in favor of the
Collateral Agent for the benefit of OPIC, established and maintained in
accordance with the Retention Agreement.



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<PAGE>   12

                  "DEFERRED GUARANTY FEE" means the fee payable by the Fund to
OPIC in accordance with Section 2.6(b).

                  "DISBURSEMENT" means each disbursement of the Loan made
pursuant to Section 2.1(b).

                  "DISBURSEMENT CERTIFICATE" has the meaning provided in Section
5.5.

                  "DISBURSEMENT DATE" means each date on which a Disbursement is
made.

                  "DISBURSEMENT REQUEST" means a request for a Disbursement,
substantially in the form of EXHIBIT B.

                  "DISCLOSED RESTRICTIONS" has the meaning provided in Section
3.13(c)(ii).

                  "DISTRIBUTION DATE" means each date on which Cash Flow is
distributed to the Managing Member, TPG and/or the Special Member as
contemplated by Sections 7.3(b)(vi)(B), (C) and/or (D).

                  "DOLLARS" or "$" means United States dollars.

                  "ELIGIBLE COUNTRY" means, subject to Section 2.8(b), any
country within either of the Loan Regions.

                  "ENVIRONMENTAL REQUIREMENTS" means (i) environmental standards
promulgated from time to time by the World Bank (and with respect to a specific
Portfolio Company and its Portfolio Company Affiliates, in effect on the date of
the applicable Consent Notice) and relating to (a) air emissions, (b) discharges
to surface water or ground water, (c) noise emissions, (d) solid or liquid waste
disposal, (e) the use, generation, storage, transportation or disposal of toxic
or hazardous substances or wastes, or (f) any other environmental, health or
safety matters, (ii) environmental, health and safety laws, codes and ordinances
of any relevant jurisdiction, and all rules and regulations promulgated
thereunder, and (iii) with respect to a Portfolio Company (or Target Portfolio
Company) and its Portfolio Company Affiliates, such additional requirements, if
any, as may be set forth in any applicable Consent Notice.

                  "EQUITY COMMITMENTS" means the commitments from the Members,
accepted by the Fund, to acquire limited liability company interests in the Fund
for an aggregate amount of $80,000,000 (including the amount of $2,576,240
previously contributed to the Fund by its Members in order to fund the
acquisition by the Fund of interests in the Predecessor Fund), PROVIDED,
HOWEVER, that for purposes of determining the amount of Equity Commitments, such
term means only the amount of such Equity Commitments from Persons not in
default under the Fund Operating Agreement and/or the related Subscription
Agreements.



                                       6
<PAGE>   13

                  "EQUITY DOCUMENTS" means (i) the Charter Documents of each of
the Fund, the Holding Company, the Organizers and the Managing Member, (ii) each
Subscription Agreement, and (iii) all other documents evidencing the Equity
Commitments.

                  "EVENT OF DEFAULT" has the meaning provided in Section 8.1.

                  "EXCESS PORTFOLIO COMPANY CASH FLOW" has the meaning provided
in Section 7.3(d)(vi).

                  "EXISTING ASSETS" means (i) the funds, in the approximate
amount of $1,427,000 as of the date hereof, (x) previously maintained by the
Predecessor Fund in the Cash Retention Fund Sub-Account (as defined in the
Original Finance Agreement) and (y) deposited by the Fund into the Cash
Retention Fund Sub-Account, and (ii) all interest thereon and proceeds thereof.

                  "EXPEDITED REVIEW" means a review under Section 2.8 of a
proposed investment in Portfolio Securities that, with respect to environmental
matters, is conducted on an expedited or summary basis. An Expedited Review will
be conducted only (i) at the Fund's request, and (ii) in circumstances that are
consistent with OPIC's internal guidelines, as in effect from time to time,
respecting such an expedited review.

                  "EXPIRATION DATE" means, when used at any date of
determination in respect to the determination of whether a lease, offer to lease
or lease commitment qualifies as a Qualified Use Commitment, the first to occur
of (i) the date of expiration of the lease (taking into consideration any right
of renewal of the term thereof exercised in accordance with its terms) set forth
in the subject lease, offer to lease or lease commitment, as applicable, (ii)
the date of termination of such lease, offer to lease or lease commitment, as
applicable, in accordance with its terms, or (iii) the seventeenth (17th)
anniversary of the latter of (a) the lease commencement date or (b) the date of
determination.

                  "FACILITIES MANAGEMENT AGREEMENT" means each agreement to
which either of the Organizers or any of their respective Affiliates may be a
party, providing for the management and maintenance by such party of mechanical,
electrical and other systems of a Project.

                  "15% POCKET" means, as of a specified date, all Projects in
the Fund's portfolio that are not covered by a Qualified Use Commitment.

                  "FINANCIAL SERVICES AGREEMENT" means each agreement to which
either of the Organizers or any of their respective Affiliates may be a party,
providing for the furnishing by such party of banking or other financial
services to a Financing Credit Party.



                                       7
<PAGE>   14

                  "FINANCIAL STATEMENTS" means, with respect to any Person, such
Person's quarterly or annual balance sheet and statements of income, retained
earnings, and cash flow for such fiscal period, together with all notes thereto
and with comparable figures for the corresponding date or periods of its
previous Fiscal Year, each prepared in Dollars in accordance with U.S. GAAP.

                  "FINANCING CREDIT PARTIES" means, as the context requires, any
or all of the Fund, the Holding Company, each Portfolio Holding Company and each
Controlled Portfolio Company.

                  "FINANCING DOCUMENTS" means, collectively, the Loan Documents,
the Security Documents, each Consent Notice, the Project Documents and the
Funding Documents, together with any other agreements or instruments pursuant to
which the Loan or any portion thereof is made to the Fund.

                  "FINANCING PARTIES" means, as the context requires, any or all
of the Fund, the Managing Member, the Holding Company, the Fund Manager (if
any), each Portfolio Holding Company and each Controlled Portfolio Company.

                  "FISCAL YEAR" means, with respect to each Financing Credit
Party (except as otherwise provided in this definition), the period beginning on
January 1 and ending on December 31 of each year, or, solely in the case of a
Controlled Portfolio Company, such other twelve-month (or, in the case of a
partial fiscal year, lesser) period (i) selected by the Managing Member based on
its reasonable judgment that such other period is advantageous to the Fund from
a tax or other perspective and (ii) notified in writing by the Managing Member
to OPIC.

                  "FIXED GUARANTY FEE" means the fee payable by the Fund to OPIC
in accordance with Section 2.6(a).

                  "FUND" has the meaning provided in the preamble hereto.

                  "FUND BUDGET" means the annual (or such shorter period as
provided by Section 3.2(a)(i)(A) of the Retention Agreement) budget (as may be
modified from time to time by the Fund in accordance herewith): (i) certified by
an Authorized Officer of the Fund; (ii)(a) specifying for the period covered
thereby, in reasonable detail, with respect to the Fund and the Holding Company,
(1) reasonably expected recurring operating expenses and liabilities and (2)
non-recurring expenses and liabilities known or reasonably expected to be
incurred (and in each case covered by subclauses (a)(1) and (2) of this clause
(ii), with supporting detail identifying the categories of Permitted Expenses
set out in Exhibit Q hereto as to which the foregoing correspond) and (b)
attaching a statement, with respect to all Portfolio Holding Companies and
Portfolio Companies as a group, regarding all (1) operating expenses, (2)
capital expenses, (3) revenues, and (4) during the Investment Period only (and
thereafter to the extent permitted by Section 7.10(c)(ii) hereof), amounts
reasonably expected to be invested in Portfolio Securities, in each case
contemplated by this subclause(ii)(b), taken as a whole; (iii) including the
amount of all cash flows anticipated by the



                                       8
<PAGE>   15

Fund, including (without duplication) all cash flows from operations of all
Financing Credit Parties, Disbursements and capital contributions by the Members
to the Fund, and (iv) subject to approval by OPIC, or approved or deemed to be
approved by OPIC, to the extent required by Section 3.2(a)(ii) of the Retention
Agreement.

                  "FUND MANAGER" means any Person which is (i) an Affiliate of
either or both of the Organizers, (ii) engaged by the Managing Member to provide
high-quality asset management services to the Financing Credit Parties that are
required to be furnished by the Managing Member in accordance with the Fund
Operating Agreement and (iii) compensated by the Managing Member out of the
Management Fee and to whom no additional compensation or reimbursement is made,
paid or payable by any Financing Credit Party.

                  "FUND OPERATING AGREEMENT" means the Limited Liability Company
Agreement of PBO Property Fund, L.L.C., dated as of the date hereof, by and
among the Members.

                  "FUNDAMENTAL MATERIAL ADVERSE EFFECT" means a material adverse
effect on the Fund or its investments taken as a whole, or on the Fund's
obligations to OPIC, considering in each instance the totality of the
circumstances, including the remaining Equity Commitments and the undrawn Loan
Commitment Amount reasonably expected to be available for future investment, the
time remaining to maturity and the Loan Balance, and the adequacy of the
collateral securing the amounts due to OPIC under this Agreement, the Notes and
the other Financing Documents, arising from any event or circumstance including
(i) the ability of the Fund, the Holding Company or the Managing Member to
perform in a timely manner its material obligations under the Financing
Documents, (ii) the validity or enforceability of any material provision of the
Financing Documents, taken as a whole, (iii) the rights and remedies of OPIC
under the Financing Documents, taken as a whole, or (iv) the Liens provided to
OPIC, taken as whole, under the Security Documents.

                  "FUNDED INVESTMENT" means the aggregate amount (both debt and
equity but without duplication) invested or reinvested, or proposed to be
invested or reinvested, as the context requires, in a Project by any of the
Financing Credit Parties with proceeds of the Equity Commitments and the Loan or
other Cash Flow, as the context requires.

                  "FUNDING DOCUMENTS" has the meaning provided in Section 4.2.

                  "FUNDING NOTICE" means the written Notice of Drawdown from or
on behalf of the Fund to the Members to fund a specified amount of the Equity
Commitments, as contemplated by Section 5.1(b) of the Fund Operating Agreement.

                  "GOVERNMENTAL AUTHORITY" means each federal, state, regional
and local agency, ministry, council and other regulatory or public authority
(including any central bank) of any sovereign governmental authority, including
the United States of America and any country in Central and Eastern Europe or
the NIS.


                                       9
<PAGE>   16

                  "HEDGING CONTRACT" has the meaning provided in Section 7.7(a).

                  "HOLDING COMPANY" has the meaning provided in the preamble to
this Agreement.

                  "HOLDING COMPANY CASH FLOW" means the aggregate amount of all
cash and cash equivalent items (including Interim Securities) generated, held by
and/or available to the Holding Company, including all cash and cash equivalent
items derived from any sale, disposition, financing or refinancing of Securities
and/or assets of a Portfolio Company, and from other (i) financing activities
(such as investments by and loans from the Fund, and proceeds from other
permitted Indebtedness), (ii) operating activities, and (iii) investing
activities.

                  "HOLDING COMPANY GUARANTY" means the Guaranty Agreement dated
as of the date hereof by and between the Holding Company and OPIC, an executed
copy of which agreement is attached hereto as EXHIBIT K.

                  "HOLDING COMPANY SECURITIES" means any Securities issued by
the Holding Company.

                  "HOST COUNTRY" means any country (i) within either of the Loan
Regions where a Portfolio Company acquires or develops a Project, (ii) under the
laws of which a Portfolio Company is organized, and/or (iii) under the laws of
which a Portfolio Holding Company is organized.

                  "ICC" has the meaning provided in Section 8.5(a)

                  "INDEBTEDNESS" means, with respect to any Person, at any date,
all liabilities and obligations, contingent or otherwise, which, in accordance
with U.S. GAAP, would be reflected as a liability on a balance sheet, including
(i) any obligation of such Person for borrowed money or arising out of any
credit facility or financial accommodation, (ii) any obligation of such Person
evidenced by bonds, debentures, notes or other similar instruments, (iii) any
obligation of such Person to pay the deferred purchase price of property or
services, (iv) any obligation of such Person under conditional sales or other
title retention agreements, (v) the net aggregate rentals under any lease by
such Person as lessee that under U.S. GAAP would be capitalized on the books of
the lessee or is the substantial equivalent of the financing of the property so
leased, (vi) any obligation of such Person to purchase securities or other
property which arises out of or in connection with the sale of the same or
substantially similar securities or property, (vii) any obligation of such
Person secured by any Lien upon property, (viii) any Indebtedness of others
secured by a Lien on any asset of such Person, and (ix) any Indebtedness of
others guaranteed, directly or indirectly, by such Person.

                  "INDEMNIFIED PERSONS" has the meaning provided in Section
2.9(b).



                                       10
<PAGE>   17

                  "INDEMNITY AGREEMENT" means the Indemnity Agreement dated as
of the date hereof by and among OPIC, each of the Organizers, the Fund, TPG and
the Managing Member, an executed copy of which agreement is attached hereto as
EXHIBIT A.

                  "INDEPENDENT ADVISORY BOARD COMMITTEE" has the meaning
provided in Section 6.8(d)(iii).

                  "INTEREST RATE" has the meaning provided in Section 2.3(a).

                  "INTERIM LOCAL SECURITIES" has the meaning provided in the
Security Documents.

                  "INTERIM SECURITIES" means (i) Dollar-denominated, liquid
investments consisting of (a) demand deposit and interest-bearing transaction
accounts in a Qualifying Bank; (b) time deposits in, or certificates of deposit
of, a Qualifying Bank, in each case having a maturity of one year or less; (c) a
money market fund account at a Qualifying Bank; and (d) securities that, at the
date of investment, are direct obligations of, or obligations fully guaranteed
or insured by, the United States or any agency or instrumentality of the United
States having a maturity of not more than one year from the date of purchase;
and (ii) such other short term liquid investments denominated in Dollars,
Eurodollars and other currencies considered to be of high-grade investment
quality by the Managing Member and chosen by the Managing Member from time to
time and approved by OPIC in its sole discretion, PROVIDED, HOWEVER, that any
such investments in currencies other than Dollars or Eurodollars shall be (x)
acquired and maintained only in amounts that are necessary to satisfy short-term
cash obligations of the related Controlled Portfolio Company or Portfolio
Holding Company, and (y) convertible into Dollars or Eurodollars at reasonable
and customary exchange rates.

                  "INVESTMENT GUIDELINES" means the Fund's Investment
Guidelines, a copy of which is attached hereto as EXHIBIT H.

                  "INVESTMENT OBJECTIVES" has the meaning provided in the first
recital hereto.

                  "INVESTMENT PERIOD" means the period commencing on December
20, 1996 and terminating on December 31, 2004.

                  "INVESTMENT REPORT" means a written report, submitted by the
Fund to OPIC in accordance with Section 6.7(a)(iii), in substantially the form
attached hereto as EXHIBIT T and presenting the information called for therein
from inception of the Fund through the end of the relevant fiscal quarter.

                  "INVOLUNTARY SECURITIES" has the meaning provided in Section
7.16(a)(ii).



                                       11
<PAGE>   18

                  "LESSEE AND PURCHASER CREDIT GUIDELINES" means the Fund's
Lessee and Purchaser Credit Guidelines, a copy of which is attached hereto as
EXHIBIT I.

                  "LIEN" means (i) any lien, pledge, pawn, mortgage, security
interest, deed of trust, charge, assignment, hypothecation, title retention or
other encumbrance on or with respect to property or interest in property and
(ii) any preferential arrangement having the practical effect of constituting a
security interest with respect to the payment of any obligation with, or from
the proceeds of, any asset or revenue of any kind, and includes a Mortgage Lien.

                  "LIEN RELEASE AMOUNT" has the meaning provided in Section
2.11(b).

                  "LITIGATION PAYMENT" has the meaning provided in Section 9.11.

                  "LOAN" has the meaning provided in Section 2.1(a).

                  "LOAN AMOUNT" means, as of any date, the aggregate cumulative
principal amount of all Disbursements made on or prior to such date.

                  "LOAN BALANCE" means the aggregate unpaid principal amount due
under the Notes plus accrued but unpaid interest thereon (including all
compounded interest in accordance with the Funding Documents) through the date
of determination.

                  "LOAN COMMITMENT" means OPIC's commitment to make the Loan in
accordance with the terms hereof.

                  "LOAN COMMITMENT AMOUNT" means, as of any date during the Loan
Commitment Period, (i) the lesser of (a) $160,000,000 or (b) two (2) times the
aggregate amount of the Equity Commitments, less (ii) the sum of (a) the Loan
Amount plus (b) the portion of such Loan Commitment Amount that has expired or
that has been suspended, terminated or canceled pursuant to Section 2.2.

                  "LOAN COMMITMENT PERIOD" means the period commencing on June
24, 1996 and ending on the earliest of (i) September 30, 2003, (ii) the first
date on which the Loan Commitment Amount equals zero, (iii) the date on which
the Loan Commitment is terminated in accordance with Section 8.2, or (iv) the
dissolution of the Fund.

                  "LOAN DOCUMENTS" means the Replacement Note and the other
documents referred to in Section 4.3(b).

                  "LOAN PRINCIPAL BALANCE" means, as of any date for which it is
determined, the aggregate unpaid principal amount of all Disbursements made on
or prior to such date.

                  "LOAN REGIONS" means (i) Central and Eastern Europe and (ii)
the NIS.



                                       12
<PAGE>   19

                  "LOSSES" has the meaning provided in Section 2.9(b)(i).

                  "MANAGEMENT FEES" means the annual management fees payable by
the Fund to the Managing Member in accordance with the Fund Operating Agreement.

                  "MANAGING MEMBER" has the meaning provided in the preamble to
this Agreement.

                  "MARGIN STOCK" has the meaning provided in Regulation U of the
Board of Governors of the Federal Reserve System, as in effect from time to
time.

                  "MASTER PLEDGE AGREEMENT" means the Amended and Restated
Pledge, Assignment and Security Agreement dated as of the date hereof by and
among OPIC, the Collateral Agent named therein, the Fund, the Managing Member
and the Holding Company, and to which each Portfolio Holding Company and
Controlled Portfolio Company may become parties from time to time, an executed
copy of which agreement is attached hereto as EXHIBIT M.

                  "MATURITY DATE" means December 20, 2008.

                  "MEMBER INTERESTS" mean the limited liability company
interests in the Fund held by the Members.

                  "MEMBERS" means the Managing Member, the Special Member, TPG
and any other Persons who acquire limited liability company interests in the
Fund in accordance with the provisions of the Fund Operating Agreement and this
Agreement.

                  "MODIFICATION" means, (i) when used in respect of the Fund
Budget for a specified period, (a) any increase or decrease in excess of 10% in
any amount itemized therein, (b) any change in any one or more itemized amounts
that would increase the total cash flows or expenditures covered by such Fund
Budget by at least 5%, or (c) any contemplated Disbursement not already covered
therein; and (ii) when used in respect of a Project Budget for a specified
period, any change in any one or more itemized amounts that would increase the
total cash flows or expenditures covered by such Project Budget by at least 10%.

                  "MORTGAGE LIEN" means a mortgage, deed of trust, transfer of
title or other Lien on a real estate interest owned or leased by a Controlled
Portfolio Company and granted by a Financing Credit Party for OPIC's benefit in
accordance with this Agreement in an amount, denominated in Dollars to the
extent possible, equal to the sum, reasonably acceptable to OPIC and projected
as of the Maturity Date, of (i) two-thirds (2/3rds) of the Funded Investment in
the specified real estate interest, plus (ii) where necessary, or in OPIC's
reasonable judgment advisable, under the laws of the Host Country in which the
subject real estate is located, to be stated in the applicable Security
Documents in order to secure the payment of interest on Indebtedness of one or
more of the



                                       13
<PAGE>   20

Financing Credit Parties to OPIC, interest for a period of two (2) years on the
amount equal to two-thirds (2/3rds) of such Funded Investment, such interest to
be calculated for each calendar year on the basis of two-thirds (2/3rds) of such
Funded Investment and interest thereon at a rate equal to the sum of (a) one
percent (1.0%) plus (b) the percentage equal to the Weighted Average Interest
Rate as of the end of the preceding calendar year, plus (iii) where necessary,
or in OPIC's reasonable judgment advisable, under the laws of the Host Country
in which the subject real estate is located, to be stated in the applicable
Security Documents in order to secure the payment of collection costs and
expenses related to Indebtedness of one or more of the Financing Credit Parties
to OPIC, the costs and expenses that may be incurred by OPIC in collecting any
amount contemplated in the preceding clauses.

                  "NET CASH FLOW" means, at the time of determination, when used
in respect to one or more specified Projects for a specified time period, the
amount expressed in Dollars, based upon reasonable assumptions derived from
binding leases, offers to lease, lease commitments or Purchase Contracts and
determined in accordance with the U.S. Financial Projections Standards, equal to
the sum (without duplication) of the respective Financing Credit Party's share
of:

                  (A) projected gross cash receipts from such binding leases,
                  offers to lease, lease commitments or Purchase Contracts with
                  respect to such Project(s), LESS

                  (B)      the sum of

                           (1) all projected payments required to be made in
                  respect of Indebtedness related to such Project(s) (including
                  principal, interest, fees and other costs) due to all
                  creditors in respect to such Project(s) (including all such
                  creditors of the subject Portfolio Company, Portfolio Holding
                  Company or the Holding Company, other than OPIC or any such
                  creditor which is a Portfolio Holding Company, the Fund or the
                  Holding Company), plus

                           (2) all projected expenditures associated with such
                  Project(s), including all property maintenance, other costs
                  (including all fees incurred in connection with all Property
                  Management Agreements, Construction Management Agreements,
                  Facilities Management Agreements and Financial Services
                  Agreements), taxes, insurance, utilities and, as appropriate
                  in accordance with U.S. GAAP, reserves for capital
                  expenditures and other reserves, in each case to the extent
                  not required to be paid by a Creditworthy User of such
                  Project(s), plus

                           (3) all projected payments in respect to such
                  Project(s) on account of preferred returns due to third
                  parties, other than any such third party which is a Portfolio
                  Holding Company, the Fund or the Holding Company, plus



                                       14
<PAGE>   21

                           (4) the Project Allocable Share of all projected tax
                  distributions permitted to be made to the Members in
                  accordance with Section 7.3(b)(v).

                  "NEW INDEPENDENT STATES" or "NIS" means Armenia, Belarus,
Georgia, Kazakhstan, Kyrgyzstan, Moldova, the Russian Federation, Tajikistan,
Turkmenistan, Ukraine and Uzbekistan.

                  "NON-OPERATING ACCOUNTS" means all accounts (including the
Non-Operating Reserve Sub-Account) established by the Holding Company, the
Portfolio Holding Companies and/or the Controlled Portfolio Companies into which
is deposited and held any amount of Non-Operating Reserves.

                  "NON-OPERATING RESERVE SUB-ACCOUNT" means an account of the
Holding Company, subject to a security interest in favor of the Collateral Agent
for the benefit of OPIC, established and maintained in accordance with the
Retention Agreement.

                  "NON-OPERATING RESERVES" means the aggregate cash and cash
equivalent reserves maintained by or on behalf of the Fund, the Holding Company,
the Portfolio Holding Companies and the Controlled Portfolio Companies (i) for
the purpose of (a) paying non-recurring reasonably expected quantifiable
Permitted Expenses, (b) maintenance of and capital improvements on real estate
interests owned or leased by Controlled Portfolio Companies, and (c) during the
Investment Period and thereafter only to the extent permitted by Section
7.10(c)(ii), investing in Portfolio Securities, and (iii) that, pending
expenditure, are invested in Interim Securities and/or Permitted Portfolio
Company Investments.

                  "NOTE" or "NOTES" means one or more promissory notes (and each
renewal, replacement and/or extension thereof), in form and substance
satisfactory to OPIC in its sole discretion, executed by an Authorized Officer
of the Fund and issued by the Fund to OPIC in accordance with Section 2.1(b),
and including the Replacement Note.

                  "NOTEHOLDER" means any holder of a Note.

                  "NOTIFICATION DATE" means April 30 of each year.

                  "OFFERING MATERIALS" means all offering and selling materials
used to offer and/or sell any beneficial ownership interests (including any
Member Interests) in the Fund.

                  "OPERATING ACCOUNTS" has the meaning provided in Section
2.12(a).

                  "OPERATING RESERVES" means the aggregate cash and cash
equivalent reserves maintained by or on behalf of the Fund, the Holding Company,
the Portfolio Holding Companies and the Controlled Portfolio Companies (i) for
the purpose of paying reasonably expected recurring



                                       15
<PAGE>   22

quantifiable Permitted Expenses payable within six (6) months and (ii) that,
pending expenditure, are invested in Interim Securities and/or Permitted
Portfolio Company Investments.

                  "OPERATING RESERVE SUB-ACCOUNT" means an account of the
Holding Company, subject to a security interest in favor of the Collateral Agent
for the benefit of OPIC, established and maintained in accordance with the
Retention Agreement.

                  "OPIC" has the meaning provided in the preamble to this
Agreement.

                  "OPIC GUARANTY" means OPIC's guaranty in favor of the
beneficial owners of interests in the Loan on the terms provided in the Funding
Documents.

                  "OPIC GUIDELINES" means the "Overseas Private Investment
Corporation Guidelines for Screening Downstream Investments (December 1993)," as
such OPIC Guidelines may be amended by OPIC from time to time in its sole
discretion.

                  "OPIC MAKE WHOLE AMOUNT" means, as of the date of payment
thereof, the amount equal to (i) the sum of five and one-half percent (5.5%) per
annum of the weighted daily average Loan Balance during each year of the Loan
term, less (ii) the amount of the Fixed Guaranty Fee (not including any portion
of such amount equal to any increase in the Fixed Guaranty Fee in accordance
with Section 8.2(a)(ii)) theretofore paid by the Fund to OPIC in accordance with
this Agreement.

                  "OPIC PLAINTIFF" has the meaning provided in Section 9.11.

                  "OPIC REQUIREMENTS" means all applicable statutory
requirements, executive orders, resolutions of OPIC's Board of Directors, and
all OPIC management policies pertaining to the commitment by OPIC of its
investment guaranty authority under the Act, in each case as in effect in
accordance with Section 2.8(b). OPIC Requirements shall include OPIC's
requirements concerning environmental matters, human rights, worker rights,
corrupt practices, eligibility of Projects, countries eligible for investment,
sector eligibility, meaningful connection between U.S. companies and Portfolio
Companies, U.S. employment effects, and balance of payment effects.

                  "ORGANIZER" means each of Banc One Capital Holdings
Corporation and Pioneer Real Estate Advisors, Inc.

                  "ORGANIZER COMMITMENT" means the following commitments
evidenced by Subscription Agreements, a portion of which commitments to the Fund
have been used by the Fund to acquire all of the partnership interests in the
Predecessor Fund: (i) the commitment of Pioneer to contribute U.S.$4,000,000 to
the Managing Member; (ii) the Commitment of the Special Member to contribute
U.S.$404,040 to the Managing Member; (iii) the commitment of the Managing Member
to contribute U.S.$4,404,040 to the Fund; (iv) the commitment of the Special
Member to



                                       16
<PAGE>   23

contribute U.S.$39,595,960 to the Fund; and (v) the commitment of TPG to
contribute U.S.$36,000,000 to the Fund, all as and to the extent such
commitments may be reduced (but not below U.S.$4,000,000 in the case of (a)
Pioneer's commitment to the Managing Member and the Managing Member's
corresponding commitment to the Fund, and (b) the Special Member's commitment to
the Fund and/or the Managing Member and the Managing Member's corresponding
commitment to the Fund) if and to the extent Persons are admitted to the Fund as
new Members in accordance with this Agreement.

                  "ORGANIZER INTEREST PLEDGE AGREEMENT" means the Organizer
Interest Pledge, Assignment and Security Agreement by and among OPIC, the Fund,
the Managing Member, the Organizers, TPG and the Collateral Agent named therein,
with respect to the pledge and collateral assignment to OPIC of all right, title
and interest of each of such parties in and to the collateral described therein,
an executed copy of which agreement is attached hereto as EXHIBIT E.

                  "ORIGINAL FINANCE AGREEMENT" has the meaning provided in the
recitals to this Agreement.

                  "ORIGINAL NOTE" has the meaning provided in the recitals to
this Agreement.

                  "OUTSTANDING BALANCE" means, at any date of determination, the
Loan Amount, as such amount may, in accordance with the Funding Documents, have
increased in accordance with the compounding of accrued but unpaid interest (not
including interest not yet compounded) and decreased in accordance with all
payments made to the Noteholder prior to such date and applied to the
Outstanding Balance.

                  "PARTICIPANT" means each Person with whom or which the
Financing Credit Parties propose, as part of a joint venture, partnership or
similar arrangement providing for action in concert, (i) to purchase, own or
sell Portfolio Securities, or (ii) to purchase, acquire, finance, design,
develop, build, own, operate, sell and/or lease a Project or any interest
therein.


                                       17
<PAGE>   24

                  "PAYING AGENT" means a financial institution agreed upon by
OPIC and the Fund and designated as the Paying Agent under the Funding Documents
(or any successor or successors of such financial institution as permitted under
the Funding Documents).

                  "PAYMENT DATE" means (i) each January 15 and July 15 after the
date of the Original Finance Agreement on which any payment of the Fixed
Guaranty Fee or Deferred Guaranty Fee is due, and (ii) each date specified in
the Funding Documents as a date on which any payment of principal, interest or
premium related to the Loan is due, unless in either such case such date is not
a Business Day, in which event the related Payment Date shall be the next
succeeding Business Day.

                  "PERFORMING LEASE" means, as of a specified date, a lease, a
lease commitment or a binding offer to lease from a lessee or a proposed lessee,
as applicable, (i) which is subject to a Qualified Use Commitment and (ii) under
which no event of default exists as specified in the subject lease, lease
commitment or offer to lease, as applicable.

                  "PERMITTED EXPENSES" has the meaning provided in EXHIBIT Q.

                  "PERMITTED USE" means (i) to purchase Securities and apply the
proceeds thereof to achieve the Investment Objectives, (ii) to pay the costs and
expenses incurred to achieve the Investment Objectives, including to make
payments related to the Loan Balance in accordance with Section 7.3(b), (iii) to
pay Permitted Expenses, and (iv) to establish and maintain the Operating
Reserves and Non-Operating Reserves, in each case in accordance with this
Agreement.

                  "PERMITTED PORTFOLIO COMPANY INVESTMENTS" means Interim
Securities or Interim Local Securities held by a Controlled Portfolio Company in
accordance with this Agreement.

                  "PERSON" means and includes (i) an individual, (ii) a legal
entity or association of legal entities, including, but not limited to, a
partnership, a limited partnership, a joint venture, a corporation, a trust, a
limited liability company, a limited liability partnership, or an unincorporated
organization, and (iii) a Governmental Authority or any department or agency
thereof.

                  "PIONEER" means Pioneer Real Estate Advisors, Inc., a Delaware
corporation.

                  "PLEDGE AGREEMENTS" means (i) each Portfolio Company Pledge
Agreement, (ii) the Organizer Interest Pledge Agreement, (iii) the Master Pledge
Agreement and (iv) each other Security Document among OPIC, a Collateral Agent
and one or more Financing Parties relating to the pledge of Securities.

                  "PORTFOLIO ACQUISITION CERTIFICATE" means a certificate
executed by an Authorized Officer of the Fund, substantially in the form
attached as Exhibit C to the Master Pledge Agreement.

                  "PORTFOLIO COMPANY" means a Person that (i) is a special
purpose entity organized under the laws of a Host Country within either of the
Loan Regions (or such other jurisdiction as OPIC may approve in writing, which
approval shall not be unreasonably withheld, it being



                                       18
<PAGE>   25

understood that reasonableness shall be determined in light of OPIC policy
considerations, whether or not publicly available, and in relation to the
development of the collateral security laws and enforcement mechanisms in such
jurisdiction), (ii) is an issuer of Portfolio Securities some or all of which
are owned of record or, where the context requires, proposed to be acquired and
owned of record, by a Portfolio Holding Company, (iii) holds, directly or
indirectly, real estate interests of the Fund in the Loan Region(s), and (iv)
meets the requirements of Section 6.2(e).

                  "PORTFOLIO COMPANY AFFILIATE" means, with respect to any
Portfolio Company, any other Person (i) that is directly or indirectly
controlled by such Portfolio Company, or (ii) in which such Portfolio Company
holds an interest representing ten percent (10%) or more of the Capital Stock of
such Person, or (iii) not described in the foregoing clauses (i) or (ii) in
which the proceeds of an investment by a Financing Credit Party in the Portfolio
Company are further invested and each such Person's subsidiaries and any other
Person controlled by such Person (control having the meaning given in the
definition of the term Affiliate).

                  "PORTFOLIO COMPANY ASSIGNMENT AGREEMENT" means the Assignment
Agreement by and among OPIC, a Collateral Agent, a Controlled Portfolio Company
and each Portfolio Holding Company (if applicable) owning any Capital Stock of
such Controlled Portfolio Company, substantially in the form of EXHIBIT J, as
modified to accommodate the legal requirements of each Host Country in which the
related Project, such Controlled Portfolio Company or Portfolio Holding Company
is located, in each case in form and substance satisfactory to OPIC, whereby
such Controlled Portfolio Company, among other things, grants to OPIC a
conditional assignment (or the legal equivalent thereof in the relevant
jurisdiction) of all of such Controlled Portfolio Company's right, title and
interest in and to (i) each Property Management Agreement, Construction
Management Agreement, Facilities Management Agreement and Financial Services
Agreement relating to the subject Project, (ii) all Consents and Approvals,
contracts, agreements or other arrangements then held or thereafter acquired or
obtained by such Controlled Portfolio Company in connection with the
development, acquisition, ownership, construction, lease, sale, operation and/or
maintenance of the subject Project, (iii) each lease, lease commitment or
binding offer to lease in respect of an interest in real property owned or
leased, or to be owned or leased, as applicable, by such Controlled Portfolio
Company, or each Purchase Contract, as the case may be, and (iv) all Project
Documents relating to the subject Project, in each case to the extent such item
or items is or are assignable under the laws of the relevant Host Country.

                  "PORTFOLIO COMPANY CASH FLOW" means, when used in respect to a
specified Portfolio Company, the amount obtained by multiplying (i) the
percentage equal to the share (determined in accordance with the Charter
Documents and other governing instruments of such Portfolio Company) of the
applicable Portfolio Holding Company in the aggregate amount of all cash and
cash equivalent items (as such items are more fully described in clause (ii)
below) generated, held by and/or available to such Portfolio Company; times (ii)
the aggregate amount of all cash and cash equivalent items (including Interim
Local Securities or Interim Securities) generated, held by and/or available to
such Portfolio Company, and further including the applicable percentage
determined pursuant to clause (i) above of all cash and cash equivalent items
derived from any sale, disposition, financing or refinancing of Interim Local
Securities or Interim Securities



                                       19
<PAGE>   26

and/or other Portfolio Company assets, and from other (1) financing activities
(such as investments by and loans from the Financing Credit Parties and proceeds
from other permitted Indebtedness), (2) operating activities (including all
lease revenues and proceeds from contracts of sale), and (3) investing
activities.

                  "PORTFOLIO COMPANY PLEDGE AGREEMENT" means the Pledge,
Assignment and Security Agreement by and among OPIC, a Collateral Agent, a
Controlled Portfolio Company and, if applicable, each Portfolio Holding Company
owning any Capital Stock of such Controlled Portfolio Company, in each case in
form and substance satisfactory to OPIC, whereby the payment of all amounts due
or to become due hereunder, under the Notes and, if applicable, under the
relevant Portfolio Holding Company Guaranty, is secured by Liens in favor of a
Collateral Agent for the benefit of OPIC meeting the applicable requirements of
Section 3.5 on all assets owned by such Controlled Portfolio Company and, if
applicable, such Portfolio Holding Company covered thereby (including related
Portfolio Securities, Permitted Portfolio Company Investments and bank
accounts).

                  "PORTFOLIO HOLDING COMPANY" means a Person that (i) is a
special purpose entity organized by the Financing Credit Parties under the laws
of Delaware (or, if necessary to comply with applicable legal requirements or
avoid adverse tax consequences to the Fund, such other jurisdiction as OPIC may
approve in writing, which approval shall not be unreasonably withheld, it being
understood that reasonableness shall be determined in light of OPIC policy
considerations, whether or not publicly available, and in relation to the
development of the collateral security laws and enforcement mechanisms in such
jurisdiction), (ii) is wholly owned of record by the Holding Company or another
Portfolio Holding Company, and (iii) engages in no activity or business other
than the holding, directly or indirectly, of Portfolio Securities.

                  "PORTFOLIO HOLDING COMPANY CASH FLOW" means the aggregate
amount of all cash and cash equivalent items (including Interim Securities)
generated, held by and/or available to the Portfolio Holding Companies,
including all cash and cash equivalent items derived from any sale, disposition,
financing or refinancing of Securities and/or Portfolio Company assets, and from
other (i) financing activities (such as investments by and loans from the Fund,
the Holding Company and/or another Portfolio Holding Company, and proceeds from
other permitted Indebtedness), (ii) operating activities, and (iii) investing
activities.

                  "PORTFOLIO HOLDING COMPANY GUARANTY" means each Guaranty
Agreement between each Portfolio Holding Company and OPIC, substantially in the
form of the Holding Company Guaranty.

                  "PORTFOLIO HOLDING COMPANY SECURITIES" means any Securities
issued by a Portfolio Holding Company.

                  "PORTFOLIO SECURITIES" means any Securities, including any (a)
equity securities, (b) debt securities (including debt securities convertible
into equity or having equity features and for purposes of this definition, other
debt issued by a Portfolio Company whether or not such debt



                                       20
<PAGE>   27

constitutes a "security" under Section 2(1) of the Securities Act of 1933, as
amended, or the comparable provision of any successor statute) and/or accounts
due from each Portfolio Company to the Fund, the Holding Company or a Portfolio
Holding Company, (c) securities (such as warrants) the value of which reflects
the value of the equity securities receivable upon exercise thereof, (d)
ownership interests in recognized legal entities organized in any Host Country,
and (e) Securities (or units of two or more securities) which have one or more
characteristics of equity securities and one or more characteristics of debt
securities, in each case where such Portfolio Securities are purchased or
otherwise acquired directly or indirectly by the Fund in connection with the
acquisition or development of a Project, in each case in which any of the
foregoing are (i) in or issued by a Portfolio Company, or (ii) owned by a
Portfolio Holding Company (or any other Financing Credit Party approved by OPIC)
and acquired with proceeds of an investment in such Portfolio Company by a
Financing Credit Party, PROVIDED, HOWEVER, that in no event shall Portfolio
Securities include Interim Securities, Interim Local Securities, Holding Company
Securities, Portfolio Holding Company Securities or Permitted Portfolio Company
Investments.

                  "PREDECESSOR FUND" has the meaning provided in the recitals
hereto.

                  "PREDECESSOR GENERAL PARTNER" has the meaning provided in the
recitals hereto.

                  "PRESENT VALUE" means, at the time of determination, the
amount, expressed in Dollars, determined by discounting Net Cash Flow at the
applicable Weighted Average Interest Rate, as follows: (i) for purposes of
determining whether the projected Net Cash Flow from a proposed Project has an
Adjusted Present Value that permits such Project to be deemed covered by a
Qualified Use Commitment, the Weighted Average Interest Rate at the time of
OPIC's approval of such Project or at such subsequent time, if any, that such
Project is being evaluated to determine if it is covered by a Qualified Use
Commitment; and (ii) for purposes of the calculations required by Section
6.15(a), the Weighted Average Interest Rate as of December 31 of the year
preceding the applicable Notification Date.

                  "PROCEEDS FUND SUB-ACCOUNT" means an account of the Holding
Company, subject to a security interest in favor of the Collateral Agent for the
benefit of OPIC, established and maintained in accordance with the Retention
Agreement, into which will be deposited and held all proceeds from the funding
of the Loan and of the Equity Commitments.

                  "PROJECT" means, as the context requires, (i) a direct or
indirect interest (including a leasehold interest) in an existing or proposed
real estate development, project or building (including the underlying land)
located in one of the Loan Regions, which interest is held by, or to be held by,
a Portfolio Company in which the Financing Credit Parties invest or reinvest to
achieve the Investment Objectives, or (ii) the interest of the Financing Credit
Parties in the subject Controlled Portfolio Company.

                  "PROJECT ALLOCABLE SHARE" means, at any date of determination,
when used in respect to the Net Cash Flow of one or more Projects, a fraction,
the numerator of which is the Loan Balance associated with the subject Project,
and the denominator of which is the Loan Balance



                                       21
<PAGE>   28

associated with all Projects. (For purposes of determining the amount of the
Loan Balance associated with a Project: (i) the Loan Principal Balance
associated with a Project shall be deemed to be equal to two-thirds (2/3rds) of
the Funded Investment in such Project from time to time; and (ii) the Weighted
Average Interest Rate as of the date of determination shall be applied to
respective amounts of the Loan Principal Balance derived in accordance with
clause (i).)

                  "PROJECT BUDGET" means, as to each Project, the annual budget
(as may be modified from time to time by the Fund in accordance with the
Retention Agreement): (i) certified by an Authorized Officer of the Fund; (ii)
in the form presented to (a) the Fund's Investment Committee in respect to the
approval of such Project, and (b) to the applicable body of the Fund to report
on such Project's development, construction and operation from time to time;
(iii) specifying, in reasonable detail for the period and Portfolio Company
covered thereby, (a) reasonably expected recurring operating expenses and
liabilities, (b) non-recurring expenses and liabilities known or reasonably
expected to be incurred, and (c) expenses of maintenance and capital
improvements on real property owned by such Portfolio Company, in each case
covered by this clause (iii) with supporting detail identifying the categories
of Permitted Expenses set out in Exhibit Q hereto as to which the foregoing
correspond; and (iv) as applicable, submitted to OPIC in accordance with
Sections 2.8(a) and 6.12(a) hereof and Section 3.2 of the Retention Agreement.

                  "PROJECT DOCUMENTS" means (i) all material contracts,
agreements and other instruments and documents (not otherwise defined as
Security Documents, Funding Documents or Loan Documents) in accordance with
which the Financing Credit Parties propose to purchase, acquire, finance,
design, develop, build, own, operate, lease and/or sell any real property or any
interest therein, including (a) each general construction contract (or its
equivalent) and completion guaranty, (b) each lease, offer to lease or lease
commitment and any related guaranty, (c) each Purchase Contract, (d) a
reasonably detailed Project description prepared by the Managing Member, and (e)
all outline plans and specifications; (ii) all Property Management Agreements,
Construction Management Agreements, Facilities Management Agreements and
Financial Services Agreements; (iii) all other management and/or fee agreements
between (a) any (1) Financing Party, (2) Portfolio Company, (3) Portfolio
Company Affiliate, (4) subsidiary of any Portfolio Company or Portfolio Company
Affiliate, or (5) Affiliate of any Person described in clause (2), (3) or (4),
on the one hand, and (b) either of the Organizers or any of their respective
Affiliates, on the other hand; (iv) all contracts (not otherwise described in
this definition) to provide services to any Portfolio Holding Company or
Controlled Portfolio Company exceeding a value of One Hundred and Fifty Thousand
Dollars ($150,000); and (v) the Charter Documents of (a) the Holding Company and
(b)(1) each Portfolio Company and (2) each Portfolio Holding Company.

                  "PROPERTY MANAGEMENT AGREEMENT" means each agreement to which
either of the Organizers or any of their respective Affiliates may be a party,
providing for the management by such party of any real estate interests owned,
leased or otherwise controlled directly or indirectly by a Portfolio Holding
Company or Controlled Portfolio Company.

                  "PROPERTY MANAGEMENT FEE" means customary fees for providing
property management services in respect to a Project on terms no less favorable
to the Controlled Portfolio



                                       22
<PAGE>   29

Company which owns or controls such Project than would be obtained in an
arms-length transaction with an unaffiliated party, PROVIDED, HOWEVER, that the
aggregate amount of such fees paid to either Organizer or any of their
respective Affiliates (taken together) for such services shall be paid at a rate
not exceeding 2.5% per annum of the gross revenues attributable to the related
Project.

                  "PURCHASE CONTRACT" means, as of a specified date, a binding
contract of sale with respect to a Project between one or more Financing Credit
Parties or a non-controlled Portfolio Company, on one hand, and a proposed
purchaser who qualifies as a Creditworthy User, on the other hand, the
consummation of which contract is subject only to usual and customary
conditions, including conditions relating to the delivery of the related Project
in accordance with the specifications therein (not including availability of
financing to or for the benefit of such purchaser), and (i) which constitutes a
Qualified Use Commitment and (ii) under which no event of default exists as
specified in the subject contract of sale.

                  "QUALIFIED REPRESENTATIVE" has the meaning provided in Section
6.8(e).

                  "QUALIFIED TAXES" means any deductions or withholdings for
income, franchise or ad valorem taxes imposed by any jurisdiction as a
consequence of the beneficial owners of any interest in the Loan (as provided in
the Funding Documents) being organized or existing, required to be qualified to
do business, or maintaining a permanent establishment in such jurisdiction, but
excluding a connection with such jurisdiction arising solely from any such
beneficial owner having executed, delivered, performed its obligations or
received a payment under, or enforced, this Agreement, the Notes or any of the
other Financing Documents.

                  "QUALIFIED USE COMMITMENT" means (i) a lease commitment or a
binding offer to lease, made by a Creditworthy User in connection with a
Project, which based upon reasonable assumptions prepared in accordance with the
U.S. Financial Projections Standards, is projected to generate Net Cash Flow
through the relevant Expiration Date, the Adjusted Present Value of which at the
time of determination equals at least two-thirds (2/3rds) of the amount equal to
the Funded Investment, or in respect to a proposed Project, the amount
reasonably proposed as the Funded Investment, in such Project, as the context
requires or (ii) a Purchase Contract where the net sales price of the subject
Project based upon reasonable assumptions prepared in accordance with the U.S.
Financial Projections Standards, is projected to generate Net Cash Flow at the
closing date thereunder the Adjusted Present Value of which at the time of
determination equals at least two-thirds (2/3rds) of the amount reasonably
proposed as the Funded Investment in such Project. A Project shall be deemed to
be subject to a Qualified Use Commitment if it is subject to multiple binding
leases, lease commitments or offers to lease from Creditworthy Users which, in
the aggregate, are projected to generate Net Cash Flow through their respective
Expiration Dates with an Adjusted Present Value equal to at least two-thirds
(2/3rds) of the amount of the Funded Investment or, in respect to a proposed
Project, the amount reasonably proposed as the Funded Investment, in such
Project, as the context requires; PROVIDED, HOWEVER, that this sentence shall
apply only with respect to a Project which is to be developed primarily for one
or more identified Creditworthy Users and not as a so-called "speculative"
building for which multiple tenants will be located after the commencement of
construction. The term "lease commitment" as used in this



                                       23
<PAGE>   30

definition shall mean a binding agreement to lease space in the Project (whether
denominated as a lease, a commitment to lease, an offer to lease or otherwise),
subject only to such conditions as are reasonable under the circumstances (for
example, the completion of the Project by a specified outside date).

                  "QUALIFYING BANK" means: (i) a bank or trust company located
in the United States, (a) organized as a banking association or corporation
under the laws of the United States, any State thereof or the District of
Columbia, (b) subject to supervision or examination by federal, state or
District of Columbia banking authorities, (c) with capital and surplus of not
less than $250,000,000, and (d) the long-term unsecured debt securities of which
are rated at least "A" by Moody's Investor Services, Inc. or by Standard &
Poor's Ratings Group or are otherwise acceptable to OPIC; or (ii) (a) a branch,
located in a Host Country, of a Qualifying Bank satisfying the requirements of
clause (i)(a) through (i)(d) of this definition of Qualifying Bank, which branch
(1) is subject to supervision or examination by such Host Country's banking
authorities and (2) holds all licenses, permissions, authorizations and consents
necessary to enable it to engage in the business of banking in such Host
Country; (b) a bank located in a Host Country (1) organized as a banking
association or corporation under the laws of such Host Country, (2) subject to
supervision or examination by such Host Country's banking authorities, (3)
holding all licenses, permissions, authorizations and consents necessary to
enable it to engage in the business of banking in such Host Country, and (4)
whose long-term unsecured debt obligations are rated at least equivalent to
investment grade by a widely accepted internationally recognized rating agency;
or (c) any other bank located in the relevant Host Country and reasonably
approved by OPIC.

                  "REAL ESTATE ASSETS" means, with respect to a Controlled
Portfolio Company, real estate and real estate related assets such as real
property, fixtures and equipment, leases of real property owned, leased or
otherwise obtained by such Controlled Portfolio Company and lease guarantees
from lessee affiliates, and real property purchase and sale contracts (including
Purchase Contracts) but excluding office furnishings and computer and other
office equipment.

                  "REMAINING CASH FLOW" means, with respect to one or more
specified Fiscal Years, at the time of determination, an amount determined in
accordance with U.S. GAAP and stated in Dollars equal to (i) the aggregate
amount of Cash Flow for such Fiscal Year(s), less (ii) the amount thereof
previously applied during such Fiscal Year(s) in accordance with Section
7.3(b)(i), (ii) and (iii).

                  "REMARKETING AGENT" means a financial institution agreed upon
by OPIC and the Fund and designated as the Remarketing Agent under the Funding
Documents (or any successor or successors to such financial institution as
permitted under the Funding Documents).

                  "REMEDIATION PLAN" means a detailed plan adopted by the
applicable Portfolio Company (or, if applicable, Target Portfolio Company or
Portfolio Company Affiliate), in cooperation with the Fund, for remediation of
such violations of Environmental Requirements by such Portfolio Company and/or
its Portfolio Company Affiliate as shall be specified by OPIC.



                                       24
<PAGE>   31

                  "REPLACEMENT NOTE" means the promissory note dated as of the
date hereof in the principal amount of $160,000,000 executed by an Authorized
Officer of the Fund and issued by the Fund to OPIC.

                  "REORGANIZATION AGREEMENT" has the meaning provided in the
recitals hereto.

                  "RESTRUCTURING DISBURSEMENT DATE" means the date of the first
Disbursement made after the date of this Agreement.

                  "RETENTION ACCOUNTS" means the Retention Account and each
Sub-Account, each as defined in the Retention Agreement.

                  "RETENTION AGREEMENT" means that certain Amended and Restated
Retention Agreement dated as of the date hereof by and among the Fund, the
Managing Member, the Holding Company, OPIC and the Collateral Agent named
therein, providing for, among other things, the establishment and maintenance of
the Cash Retention Fund Sub-Account, the Proceeds Fund Sub-Account, the
Dedicated Debt Service Reserve Sub-Account, the Non-Operating Reserve
Sub-Account and the Operating Reserve Sub-Account, an executed copy of which is
attached hereto as EXHIBIT N.

                  "RETROACTIVE ACT" means a federal statute, executive order or
other direction from Congress, the Office of the president of the United States
or the Secretary of State which statute, executive order or other direction has
express retroactive effect.

                  "RULES" has the meaning provided in Section 8.5(a)

                  "SECURITIES" has the meaning given in Section 2(1) of the
Securities Act of 1933, as amended, or the comparable provision of any successor
statute, and includes, collectively, all (i) Portfolio Securities, (ii) Capital
Stock in or other Securities or interests issued by or in the Holding Company
and each Portfolio Holding Company, (iii) Interim Securities and Interim Local
Securities, and (iv) Permitted Portfolio Company Investments.

                  "SECURITY DOCUMENTS" means, collectively, (i) the Pledge
Agreements; (ii) the Retention Agreement; (iii) the Assignment Agreement; (iv)
each Portfolio Company Assignment Agreement; (v) each Portfolio Holding Company
Guaranty; (vi) the Holding Company Guaranty; (vii) the Indemnity Agreement;
(viii) the Subordination Agreement; and (ix) the other agreements, documents and
instruments, in form and substance satisfactory to OPIC, whereby the payment of
all amounts due or to become due hereunder, under the Notes and the other
Financing Documents is secured by Liens in favor of a Collateral Agent for the
benefit of OPIC meeting the applicable requirements of Section 3.5 on all
tangible and intangible assets owned by each Financing Credit Party (except as
provided in clause (c) below), including among other assets and rights, (a) all
assets in the Retention Account, (b) all Portfolio Securities, Holding Company
Securities, Portfolio Holding Company Securities and Interim Securities and
Interim Local Securities (including Permitted Portfolio Company Investments and
all Operating Accounts and Non-Operating



                                       25
<PAGE>   32

Accounts), and (c) all of each Controlled Portfolio Company's tangible and
intangible assets, including all Real Estate Assets both owned or leased at the
time of determination and thereafter acquired or leased and in the proceeds
thereof.

                  "SELECTION LETTER" means the letter agreement between Banc One
Capital Corporation, Banc One Corporation, Pioneer Real Estate Advisors, Inc.
and OPIC, dated December 12, 1997, as amended from time to time, in accordance
with which OPIC and such Persons agreed to seek to restructure the Predecessor
Fund.

                  "SHORTFALL AMOUNT" means, as of a specified date, the amount,
if any, expressed in Dollars by which the Covered Sum is less than eighty two
and one-half percent (82.5%) of the difference between (i) the Loan Balance, and
(ii) an amount equal to (a) two-thirds (2/3rds) of the aggregate Funded
Investment in all Projects in the 15% Pocket, plus (b) an amount equal to the
product of (1) the sum of (x) the Loan Balance less the (y) Loan Principal
Balance, multiplied by (2) a fraction, (A) the numerator of which is the
aggregate Funded Investment in all Projects in the 15% Pocket, and (B) the
denominator of which is the aggregate Funded Investment in all Projects.

                  "SPECIAL MEMBER" means Banc One Capital Holdings Corporation,
an Ohio corporation.

                  "SUBORDINATION AGREEMENT" means the Subordination Agreement
dated as of the date hereof, by and among the Fund, the Holding Company, the
Managing Member, the Special Member, Pioneer, TPG and OPIC, and to which each
Portfolio Holding Company and each Controlled Portfolio Company shall become a
party, an executed copy of which is attached hereto as EXHIBIT R.

                  "SUBSCRIPTION AGREEMENT" means each agreement (which in the
case of the subscription by Pioneer, the Special Member, TPG and/or the Managing
Member, may be part of the Charter Documents of the Fund or the Managing
Member), in form and substance satisfactory to OPIC, between (i) the Fund,
either of the Organizers and/or the Managing Member, on one hand, and (ii) TPG
or any other Person reasonably acceptable to OPIC, on the other hand, in regard
to the purchase or other acquisition by such Person or TPG of a beneficial
ownership interest in the Fund and, in the case of the Organizers, their
beneficial ownership interests in the Managing Member.

                  "SUBSCRIPTION CLOSING DATE" means the earliest of (i) December
31, 1998, (ii) the date on which the Organizers have obtained Third Party
Subscription Agreements in the aggregate amount of $72,000,000 and delivered
fully executed copies thereof to OPIC, (iii) the date on which the Organizers
shall cease offering interests in the Fund, or (iv) the date on which (a) the
Financing Credit Parties have delivered to OPIC a true and complete copy of a
fully executed binding commitment (subject to usual and customary conditions) to
a third party (or parties) not Affiliated with either of the Organizers or any
of their respective Affiliates, by one or more of the Financing Credit Parties
to invest at least $30,000,000 in one or more Projects approved by OPIC (such
binding commitment being referred to as the "Subscription Closing Commitment"),
which, if not fulfilled, would subject the Fund to a material penalty, a
material economic loss or material damages, and (b)



                                       26
<PAGE>   33

the Organizers have, in addition to all other capital contributions made to the
Fund prior to the date of the Subscription Closing Commitment, made capital
contributions to the Fund in an aggregate amount equal to not less than
$5,000,000 in respect to the Subscription Closing Commitment, which
contributions (x) have been or will be applied by the Financing Credit Parties
to the payment of costs, fees and expenses in respect to such Project, other
than any fees or expenses that may be due or payable to either of the Organizers
or any of their respective Affiliates, and/or (y) are held in the Cash Retention
Fund Sub-Account pending application to a Project in accordance with the
foregoing.

                  "SUBSIDIARY" means, as to any Person, (i) any corporation or
similar entity more than fifty percent (50%) of whose stock of any class or
classes having by the terms thereof ordinary voting power to elect a majority of
the board of directors of such corporation or entity (irrespective of whether or
not at the time stock of any class or classes of such corporation shall have or
might have voting power by reason of the happening of any contingency) is at the
time owned or controlled (directly or indirectly) by such Person and (ii) any
partnership, association, joint venture or other entity in which such Person
(directly or indirectly) has more than a fifty percent (50%) equity interest at
the time.

                  "SUCCESSION AGREEMENT" means the Succession Agreement, dated
as of the date hereof, by and among the Fund, the Managing Member and OPIC, a
fully executed copy of which is attached hereto as EXHIBIT S.

                  "TARGET PORTFOLIO COMPANY" means a Portfolio Company in which
the Financing Credit Parties intend to invest.

                  "TAXES" has the meaning provided in Section 2.7(a).

                  "TERMINATION DATE" means the date of the Fund's dissolution
under Section 15 of the Fund Operating Agreement.

                  "THIRD PARTY SUBSCRIPTION AGREEMENTS" means the duly and fully
executed Subscription Agreements obtained from Persons, other than Pioneer, TPG,
the Managing Member or the Special Member, (i) who are reasonably acceptable to
OPIC and (ii) to whom the Organizers have transferred a portion of the Organizer
Commitment in an amount not to exceed $72,000,000 in the aggregate.

                  "TPG" means The Pioneer Group, Inc., a Delaware corporation.

                  "TREASURY COST" means, at any time with respect to any amount,
a fixed rate of interest equal to OPIC's cost of funds with respect to such
amount.

                  "UNPAID GUARANTY DRAWING" has the meaning provided in Section
2.4(b).

                  "U.S." means the United States of America.



                                       27
<PAGE>   34

                  "U.S. FINANCIAL PROJECTIONS STANDARDS" means the Statement on
Standards for Accountants' Services on Prospective Financial Information, or any
successor thereto, issued by the Auditing Standards Board of the American
Institute of Certified Public Accountants.

                  "U.S. GAAP" means generally accepted accounting principles in
the United States of America in effect from time to time, applied on a
consistent basis both as to amounts and classification of items.

                  "WEIGHTED AVERAGE INTEREST RATE" means, as of any date of
determination in respect to the interest rate applicable to all or a portion of
the Loan Balance for any purpose in connection with this Agreement, the interest
rate per annum equal to the amount obtained by (i) multiplying (a) the aggregate
Outstanding Balance of the Certificates of Participation in each Tranche of the
Loan (as each of those terms is defined in the Funding Documents), by (b) the
Certificate Interest Rate (as defined in the Funding Documents) applicable to
each such Tranche, (ii) adding the products of the amounts determined in
accordance with clause (i), and (iii) dividing the amount determined in
accordance with clause (ii) by the sum of the aggregate Outstanding Balance of
all Tranches of the Loan.

                  "WORKER RIGHTS REQUIREMENTS" means (i) with respect to any
Person, including all Portfolio Companies and Portfolio Company Affiliates,
compliance with applicable laws relating to a minimum age for employment of
children and acceptable conditions of work with respect to minimum wages, hours
of work and occupational health and safety, and the obligation to refrain from
(a) taking any action to prevent its employees from, or to penalize its
employees for, lawfully exercising their right of free association or their
right to organize and bargain collectively, (b) employing persons under 14 years
of age, or (c) using forced labor, and (ii) with respect to an individual
Portfolio Company and its Portfolio Company Affiliates, such additional
requirements, if any, relating to employment conditions and/or employee rights
as may be set forth in an applicable Consent Notice.

                  SECTION 1.2. INTERPRETATION. In this Agreement, unless
otherwise indicated or otherwise required by the context:

                           (a) Reference to and the definition of any document
(including this Agreement and each Schedule and Exhibit hereto) shall be deemed
a reference to such document as it may, in accordance with this Agreement, be
amended, supplemented, revised, or modified from time to time;

                           (b) All references to an "Article", "Section",
"Schedule", or "Exhibit" are to an Article or Section hereof or to a Schedule or
an Exhibit attached hereto;

                           (c) The table of contents, article and section
headings, and other captions in this Agreement are for the purpose of reference
only and shall not limit or affect its meaning;



                                       28
<PAGE>   35

                           (d) Defined terms in the singular include the plural
and vice versa, and the masculine, feminine or neuter gender includes all
genders;

                           (e) Accounting terms used herein but not defined in
Section 1.1 shall have the respective meanings given to them under U.S. GAAP;

                           (f) The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement;

                           (g) Any reference herein to a time of day means
Washington, D.C. time;

                           (h) Whenever this Agreement requires an amount
calculated or determined by a Financing Party to be expressed in Dollars and all
or a portion of such amount is derived from amounts in one or more other
currencies, the Financing Party shall convert such other currency into Dollars
at the applicable spot rate of exchange prevailing in the interbank market at
approximately 11:00 a.m., New York City time, as of the date of calculation or
determination, and shall include with its calculation or determination, as the
case may be, a reasonably detailed written summary thereof;

                           (i) Phrases such as "satisfactory to OPIC", "in such
manner as OPIC may determine", "to OPIC's satisfaction", "at OPIC's election,
"in OPIC's judgement", "approved by OPIC" and other phrases of similar import
authorize and permit OPIC to approve, disapprove, act or decline to act in its
sole discretion;

                           (j) The word "reasonable" (and words of similar
import) in any context herein applicable to any actions or determinations by
OPIC shall mean reasonable for OPIC, taking into account the prevailing facts
and circumstances, OPIC's generally applicable internal policy guidelines at
that time, OPIC's nature as a governmental and not a commercial entity, and the
obligations imposed on OPIC pursuant to the Foreign Assistance Act of 1961, as
amended; and

                           (k) The word "including" means "including, without
limitation."


                                   ARTICLE II
                          AMOUNT AND TERMS OF THE LOAN

               SECTION 2.1. AMOUNT AND LOAN COMMITMENT.

                           (a) LOAN. Subject to satisfaction of the terms and
conditions hereof, OPIC shall disburse, and the Fund shall arrange and borrow,
sums in an original aggregate principal amount (the "LOAN") not to exceed on any
date the difference between (i) the lesser of $160,000,000 or two times the
aggregate amount of the Equity Commitments, and (ii) the portion of the Loan
Commitment Amount that has expired, or that has been canceled or suspended.



                                       29
<PAGE>   36

                           (b) DISBURSEMENT; TERM. The Fund shall request a
Disbursement of the Loan by delivering a Disbursement Request to OPIC not less
than ten (10) Business Days prior to the proposed Disbursement Date. Each
Disbursement shall be in a minimum principal amount of at least $5,000,000, and
shall be evidenced by the Note(s). The Disbursement Date shall be a Business Day
during the Loan Commitment Period. All Notes shall be issued for a term ending
on or before the Maturity Date. No Disbursement shall be made after the end of
the Loan Commitment Period.

                  SECTION 2.2. CANCELLATION OF THE LOAN COMMITMENT. Upon the
occurrence of an Event of Default, OPIC may, in accordance with Section 8.2,
suspend or terminate all or part of the Loan Commitment. Any part of the Loan
Commitment not disbursed at the end of the Loan Commitment Period shall be
deemed to have been canceled.

                  SECTION 2.3. INTEREST.

                           (a) INTEREST RATE. Each Note shall bear interest on
the sum of (i) the daily outstanding principal balance thereof plus (ii)
previously accrued and unpaid interest that has been compounded in accordance
with the Funding Documents, at a rate (the "INTEREST RATE") equal to the
interest rate per annum specified in the Funding Documents entered into by OPIC
and the Fund with respect to such Note.

                           (b) DUE AT MATURITY. Interest on each Note shall
accrue, and shall be compounded (except as contemplated in the following
PROVISO) or shall be due and payable by the Fund to the Noteholder, in arrears
on each applicable Payment Date in accordance with the Funding Documents entered
into by OPIC and the Fund with respect to such Note, PROVIDED, HOWEVER, that all
accrued but unpaid Interest on each Note shall be due and payable (i) on the
Maturity Date, (ii) before the Maturity Date from time to time in accordance
with Sections 7.3(b)(iv) and 7.3(b)(vi), and (iii) before the Maturity Date in
accordance with Article VIII if and to the extent that the Loan or any portion
thereof has been declared due and payable pursuant to Article VIII.

                           (c) DEFAULT INTEREST. If the Fund fails to pay in
full when due any amount of principal or interest on any Note (other than
default interest provided for in this subsection (c)), the Fund shall pay to the
order of OPIC default interest on such unpaid amount at an annual rate (in lieu
of the Interest Rate) equal to the sum, to the extent permitted by applicable
law, of (i) the higher of (x) the Interest Rate specified in the Note or (y)
with respect to any amount paid under the OPIC Guaranty, at OPIC=s option, the
Treasury Cost, plus (ii) two percent (2%) per annum, applied on a daily basis to
the amount in default from the due date thereof to the date of actual payment of
the defaulted amount.



                                       30
<PAGE>   37

                  SECTION 2.4. REPAYMENT.

                           (a) NOTES. The Fund shall repay the outstanding
principal and accrued but unpaid interest on each Note at such times and in such
amounts as are set forth in such Note; PROVIDED, HOWEVER, that all of the Notes
shall be repaid in full no later than the earlier of the Maturity Date or the
Termination Date.

                           (b) REPAYMENT OF UNPAID GUARANTY DRAWING. The Fund
shall reimburse OPIC, by making payment to OPIC as set forth in Section 2.9(c),
for any payment or disbursement made by OPIC under the OPIC Guaranty (each such
amount so paid or disbursed until reimbursed, an "UNPAID GUARANTY DRAWING") no
later than one (1) Business Day following the date of such payment or
disbursement, with interest on the amount so paid or disbursed by OPIC at a rate
equal to the sum of two percent (2.0%) plus the greater of (i) the Interest Rate
or (ii) the Treasury Cost (without duplication of any interest paid to OPIC as a
holder of the Notes). OPIC shall provide the Fund prompt notice of any payment
or disbursement made by it under the OPIC Guaranty, although the failure of, or
delay in, giving any such notice shall not release or diminish the obligations
of the Fund under this Section 2.4(b).

                  SECTION 2.5. PREPAYMENT.

                           (a) VOLUNTARY. Subject to the terms of the Notes and
to the terms and conditions of the Funding Documents, the Fund may prepay all or
any portion of the principal amount of any Note, together with all accrued but
unpaid interest thereon, without payment of premium or penalty to OPIC. Except
as provided in the Funding Documents, the Fund may prepay any of the Notes in
full in any order at any time, regardless of whether any Note was issued prior
to or after a Note that has not been prepaid.

                           (b) MANDATORY. Subject to the following sentence,
from time to time the Fund shall apply Cash Flow in accordance with Section
7.3(b) to pay unpaid and accrued interest on the Notes and to prepay, in whole
or in part, unpaid principal of the Notes. To the extent the Funding Documents
prohibit the Fund from prepaying the outstanding unpaid principal of the Notes
and accrued but unpaid interest thereon, the Fund shall, in accordance with
Section 7.3(b), cause the Holding Company to deposit that portion of Cash Flow
that is to be held as part of the Dedicated Amount in the Dedicated Debt Service
Reserve Sub-Account.

                  SECTION 2.6. GUARANTY FEES.

                           (a) FIXED GUARANTY FEE.

                                    (i) (A0 The Fund shall pay a fee (the "FIXED
                  GUARANTY FEE") to OPIC for its guaranty under the Funding
                  Documents. The Fixed Guaranty Fee shall be paid by the Fund in
                  arrears on (1) each Payment Date for so long as any Note is
                  outstanding, (2) the Maturity Date, and/or (3) such earlier
                  date(s) as all amounts under the Notes are due or are paid in
                  full.



                                       31
<PAGE>   38


                                    (B) The Fixed Guaranty Fee shall equal


                                                      (1) for the period ending
                                    on or before July 15, 1998, an amount equal
                                    to (x) three-quarters of one percent (0.75%)
                                    per annum, times (y) the weighted daily
                                    average Loan Principal Balance during the
                                    period commencing on the date of the most
                                    recent payment in full of the Fixed Guaranty
                                    Fee and ending on July 15, 1998, and

                                                      (2) commencing on or after
                                    July 15, 1998, an amount equal to (x) one
                                    percent (1.0%) per annum, times (y) the
                                    difference between (I) the weighted daily
                                    average Outstanding Balance during the
                                    period commencing on the more recent of July
                                    15, 1998 or the day following the
                                    immediately preceding Computation Date, as
                                    applicable, and ending on the Computation
                                    Date immediately preceding the following
                                    Payment Date (or, if earlier, the Maturity
                                    Date or such earlier date(s) as all amounts
                                    under the Notes are due or are paid in
                                    full), and (II) the weighted daily average
                                    Dedicated Amount during the period
                                    commencing on the more recent of July 15,
                                    1998 or the day following the immediately
                                    preceding Computation Date, as applicable,
                                    and ending on the Computation Date
                                    immediately preceding the following Payment
                                    Date (or, if earlier, the Maturity Date or
                                    such earlier date(s) as all amounts under
                                    the Notes are due or are paid in full),
                                    PROVIDED, HOWEVER, that during the
                                    continuance of an Event of Default, at
                                    OPIC's election, the Fixed Guaranty Fee may
                                    be increased to one and one-half percent
                                    (1.5%) per annum of the difference between
                                    the amounts specified in subclauses (I) and
                                    (II) immediately preceding this proviso.

                                    (ii) The Fixed Guaranty Fee shall be
                  computed on the basis of the Day Count Fraction.

                                    (iii) The Fixed Guaranty Fee shall be
                  payable out of Cash Flow on a basis no less than pari passu
                  with the Management Fees prior to creating or funding any
                  Operating or Non-Operating Reserves and prior to any interest
                  or principal payments on the Notes. If after the expiration of
                  the Loan Commitment Period, Cash Flow (taking into account the
                  other reasonably anticipated cash needs of the Financing
                  Credit Parties during the period ending on the next succeeding
                  Payment Date for the Fixed Guaranty Fee) is insufficient to
                  pay the Fixed Guaranty



                                       32
<PAGE>   39

                  Fee in full when due, subject to pari passu treatment vis a
                  vis the Management Fee as specified in the preceding sentence,
                  the amount of the deficiency may be carried forward to the
                  next Payment Date on which Cash Flow is available, and such
                  deferred amount shall bear interest at the Certificate
                  Interest Rate (as defined in the Funding Documents) most
                  recently determined under the Funding Documents prior to the
                  time of notice of such deferral, until the date of payment to
                  OPIC of such deferred amount plus such interest. In order to
                  defer amounts as provided immediately above, the Fund shall
                  give written notice to OPIC and the Paying Agent not less than
                  twenty (20) Business Days prior to a Payment Date of its
                  inability to pay the Fixed Guaranty Fee due on such date in
                  full and of the approximate amount of the deficiency in such
                  payment.

                                    (iv) As long as any Note is outstanding, not
                  less than ten (10) Business Days before (i) each Payment Date,
                  (ii) the Maturity Date and/or (iii) such earlier date(s) as
                  all amounts under the Notes are due or are paid in full, the
                  Fund shall notify OPIC and the Paying Agent as to the Fund=s
                  computation of (w) in respect to the period ending on July 15,
                  1998, the weighted daily average Loan Principal Balance during
                  the period commencing on the date of the most recent payment
                  in full of the Fixed Guaranty Fee and ending on July 15, 1998,
                  and (x) in respect to all periods commencing on or after July
                  15, 1998, (1) the weighted daily average Outstanding Balance
                  during the period commencing on the more recent of July 15,
                  1998 or the day following the immediately preceding
                  Computation Date and ending on the Computation Date
                  immediately preceding the following Payment Date (or, if
                  earlier, the Maturity Date or such earlier date(s) as all
                  amounts under the Notes are due or are paid in full), (2) the
                  weighted daily average Dedicated Amount during the period
                  commencing on the more recent of July 15, 1998 or the day
                  following the immediately preceding Computation Date and
                  ending on the Computation Date immediately preceding the
                  following Payment Date (or, if earlier, the Maturity Date or
                  such earlier date(s) as all amounts under the Notes are due or
                  are paid in full), and (3) the difference between the amounts
                  computed in accordance with clauses (2) and (3).
                  Notwithstanding the Fund's deferral of payment of the Fixed
                  Guaranty Fee due on a specified Payment Date in accordance
                  with Section 2.6(a)(iii), the Fund shall continue timely to
                  provide to OPIC and the Paying Agent all of the information
                  contemplated by this Section 2.6(a)(iv).

                           (b)      DEFERRED GUARANTY FEE.

                                    (i) As additional fee compensation to OPIC,
                  the Fund shall pay a fee (the "DEFERRED GUARANTY FEE") to OPIC
                  on each Distribution Date equal to the percentage of Cash Flow
                  distributed and applied on such date in accordance with and as
                  contemplated by Sections 7.3(b)(vi)(B), (C) and (D). The
                  Fund's obligation to pay the Deferred Guaranty Fee to OPIC
                  shall survive the payment in full of principal and interest
                  under the Notes and all other amounts due hereunder or under
                  the Notes. OPIC and the Fund agree that the amounts payable to
                  OPIC pursuant to this



                                       33
<PAGE>   40

                  Section 2.6(b) represent a fee payable by the Fund to OPIC as
                  partial consideration for the OPIC Guaranty and do not
                  represent distributions to a member of the Fund.

                                    (ii) If (x) the maturity of the Notes is
                  accelerated after an Event of Default, or (y) the Managing
                  Member elects to continue the life of the Fund beyond its
                  stated term (expiring December 31, 2008, but subject to
                  extension as provided in the Fund's Charter Documents) after
                  the Loan Balance has been paid in full on the Maturity Date,
                  or (z) the Loan Balance is voluntarily paid in full prior to
                  the Maturity Date, then:

                                            (1) in the case of the acceleration
                           described in clause (x) above, and in the case of the
                           election described in clause (y) above if OPIC has
                           not received payment of the Deferred Guaranty Fee in
                           respect to all of the investments of the Financing
                           Credit Parties, the Fund (or, at the Fund's election,
                           an Affiliate of either of the Organizers or one or
                           more other Members and/or their respective
                           Affiliates) will, at OPIC's option in its sole
                           discretion, pay OPIC in satisfaction of the Deferred
                           Guaranty Fee, an amount equal to the fair market
                           value of the Deferred Guaranty Fee as of the date of
                           such acceleration or election, determined as set
                           forth below in this Section 2.6(b)(ii)(4)(A) through
                           (F);

                                            (2) in the case of the event
                           described in clause (z) above, the Fund (or, at the
                           Fund's election, an Affiliate of either of the
                           Organizers or one or more other Members and/or their
                           respective Affiliates) will pay OPIC, in satisfaction
                           of the Deferred Guaranty Fee, an amount equal to the
                           higher of (I) the fair market value of the Deferred
                           Guaranty Fee as of the date of such event, determined
                           as set forth below in this Section 2.6(b)(ii)(4)(A)
                           through (F), or (II) the OPIC Make Whole Amount;

                                            (3) the fair market value of the
                           Deferred Guaranty Fee, or the OPIC Make Whole Amount,
                           as applicable, shall be paid to OPIC in Dollars by
                           wire transfer of immediately available funds, (I) in
                           the case of the acceleration of the maturity of the
                           Notes, within ten (10) days of the date of
                           determination of such fair market value in accordance
                           with this Section 2.6(b)(ii)(4)(A) through (F), or
                           (II) in the case of the other events described in
                           Section 2.6(b)(ii), within thirty (30) days of the
                           date of determination of such fair market value in
                           accordance with this Section 2.6(b)(ii)(4)(A) through
                           (F); and

                                            (4) if OPIC and the Fund are unable
                           to agree upon the fair market value of the Deferred
                           Guaranty Fee within (I) three (3) Business Days after
                           OPIC's acceleration of the maturity of the Notes as
                           contemplated in Section 2.6(b)(ii)(x), or (II) thirty
                           (30) days after the occurrence of either



                                       34
<PAGE>   41

                           event specified in Section 2.6(b)(ii)(y) or (z), then
                           the fair market value shall be determined by
                           appraisal in accordance with this Section.

                                                     (A) The Fund and OPIC shall
                                    each promptly appoint an independent
                                    appraiser and give written notice of such
                                    appointment to the other party. Each
                                    appraiser shall have not less than two years
                                    of real estate experience in Central and
                                    Eastern Europe and the New Independent
                                    States as well as not less than ten years
                                    general real estate experience in all
                                    material aspects of real estate valuation
                                    and finance. The appraisers shall, in
                                    determining the fair market value, apply to
                                    the assets of the relevant Financing Credit
                                    Parties the principles in effect at the time
                                    of the appraisal established by the
                                    Appraisal Institute of Chicago, IL (or any
                                    successor organization) relating to the fair
                                    market valuation of the most nearly
                                    comparable assets.

                                                     (B) If OPIC or the Fund
                                    shall fail to appoint an appraiser and so
                                    notify the other party of such appointment
                                    within ten (10) days after expiration of the
                                    period referred to in Section 2.6(b)(ii)(4),
                                    the party who failed to appoint an appraiser
                                    and notify the other party shall be deemed
                                    to have waived its right to appoint an
                                    appraiser and the fair market value of the
                                    Deferred Guaranty Fee shall be determined by
                                    the appraiser who was appointed.

                                                     (C) If the two appraisers
                                    appointed by the Fund and OPIC are unable to
                                    agree upon the fair market value of the
                                    Deferred Guaranty Fee within sixty (60) days
                                    after the latter of the two appraisers is
                                    appointed, such appraisers shall within ten
                                    (10) days jointly appoint a third appraiser
                                    to participate in determining the fair
                                    market value of the Deferred Guaranty Fee.

                                                     (D) Each of the three
                                    appraisers shall be instructed by the Fund
                                    and OPIC to deliver in writing its
                                    determination of the proposed fair market
                                    value of the Deferred Guaranty Fee within
                                    twenty (20) days after the third appraiser
                                    has been appointed. The Fund and OPIC agree
                                    that the fair market value of the Deferred
                                    Guaranty Fee shall be the average of the two
                                    closest fair market values determined by the
                                    three appraisers.

                                                     (E) If the two original
                                    appraisers shall fail to agree upon the
                                    appointment of the third appraiser within
                                    the ten (10) day period referred to in
                                    Section 2.6(b)(ii)(C), the fair market value
                                    of the Deferred Guaranty Fee shall be the
                                    average of the fair market value determined
                                    by each of the two original appraisers.



                                       35
<PAGE>   42

                                                     (F) The Fund shall bear the
                                    fees and costs of the appraisal procedures
                                    and the reasonable fees of all three
                                    appraisers appointed in accordance with the
                                    foregoing.

                                    (iii) Notwithstanding anything to the
                  contrary herein, (A) all payments and distributions (other
                  than amounts included within Permitted Expenses) to the
                  Managing Member, TPG, the Special Member and their respective
                  Affiliates of Cash Flow following any of the events described
                  in clause (x), (y) or (z) of Section 2.6(b)(ii) above, (B) the
                  repayment of all funds provided to the Fund by any Person in
                  accordance with Section 6.15(b) and (C) all Voluntary Loans,
                  as defined in, and other loans contemplated by, the Fund
                  Operating Agreement, shall be subordinate and junior to
                  satisfaction in full of the prompt payment to OPIC of the fair
                  market value of the Deferred Guaranty Fee or the OPIC Make
                  Whole Amount, as applicable.

                                    (iv) Notwithstanding anything to the
                  contrary contained in this Agreement, the Fund shall have the
                  right, within ninety (90) days after the payment in full prior
                  to the Maturity Date of (A) the Loan Balance and all other
                  amounts due to OPIC hereunder (other than the Deferred
                  Guaranty Fee) and (B) all other amounts due to OPIC and each
                  other Person under the Security Documents and the Funding
                  Documents, and whether or not the stated term of the Fund
                  shall have expired, to elect to pay to OPIC the fair market
                  value of the Deferred Guaranty Fee, as of the date of such
                  election, determined in accordance with Section
                  2.6(b)(ii)(4)(A) through (F). Upon payment of such fair market
                  value of the Deferred Guaranty Fee, and at the Fund's sole
                  cost and expense, OPIC shall release the Financing Credit
                  Parties from all provisions of the Financing Documents in
                  favor of OPIC and to which OPIC is a party (including those
                  listed in Section 9.13), other than any provision requiring
                  payment of any indemnity or contribution.

                  SECTION 2.7. TAXES.

                           (a) All sums payable by the Fund under this
Agreement, the Notes, any Security Document, and/or to OPIC under any other
Financing Document, whether of principal, interest, premium, fees, expenses, or
otherwise, shall be paid in full, free of any deductions or withholdings from
such payments for any and all present and future taxes, levies, imposts, stamps,
duties, fees, assessments, withholdings, deductions, all other governmental
charges and all liabilities with respect thereto (collectively, "TAXES") on such
payments other than Qualified Taxes (such Taxes other than Qualified Taxes are
hereafter referred to as "COVERED TAXES"). In the event that the Fund is
prohibited by law from making payments under this Agreement, the Notes, any
Security Document or any other Financing Documents free of deductions or
withholdings for Covered Taxes on such payments, then the Fund shall pay such
additional amount as may be necessary in order that the actual amount received
by OPIC after such withholding or deduction shall equal the full amount that
would have been received hereunder or under the Notes, the Security Documents
and/or any other Financing Document had no such deduction or withholding been
made.



                                       36
<PAGE>   43

                           (b) The Fund shall pay directly to all appropriate
taxing authorities any and all present and future Taxes, and all liabilities
with respect thereto imposed by law or by any taxing authority on or with regard
to any aspect of the transactions contemplated by this Agreement or the
execution and delivery of this Agreement or the Notes, except for any Taxes or
other liabilities that the Fund is contesting in good faith by appropriate
proceedings and for which adequate reserves have been established; PROVIDED,
HOWEVER, that the Fund shall indemnify OPIC and the Noteholders and hold OPIC
and the Noteholders harmless from and against any and all liabilities, fees or
additional expense with respect to or resulting from any delay in paying, or
omission to pay Taxes. Within thirty (30) days after the payment by the Fund of
any Taxes, the Fund shall furnish OPIC and the Noteholders with the original or
a certified copy of the receipt evidencing payment thereof, together with any
other information OPIC may reasonably require to establish to its satisfaction
that full and timely payment of such Taxes has been made.

                           (c) OPIC shall notify the Fund prior to any payment
of Covered Taxes required or requested of OPIC and shall give due consideration
to any advice or recommendation given in response thereto by the Fund, and upon
notice from OPIC and/or the Noteholders that Covered Taxes or any liability
relating thereto (including penalties and interest) have been paid by OPIC
and/or the Noteholders (accompanied by evidence of such payment), the Fund shall
pay or reimburse OPIC and/or the Noteholders, as the case may be, therefor
within thirty (30) days of receipt of such notice.

                           (d) Without prejudice to the survival of any other
agreement of the Fund hereunder, the agreements and obligations of the Fund
contained in this Section 2.7 shall survive the payment in full of principal and
interest with respect to the Notes.

                  SECTION 2.8 OPIC REQUIREMENTS.

                           (a) REVIEW PRIOR TO INVESTMENT.

                                            (i) The Fund shall not, directly or
                  indirectly, make any investment or reinvestment in a Portfolio
                  Security unless OPIC has delivered to the Fund written notice
                  (a "CONSENT NOTICE") of OPIC's determination that the proposed
                  investment is consistent with the OPIC Requirements. OPIC's
                  review in connection therewith will be limited to the OPIC
                  Requirements, and will not encompass the investment merits of
                  a proposed investment. Unless expressly set forth therein, no
                  Consent Notice shall constitute a waiver of any provision
                  hereof. Reinvestments shall include any significant expansion
                  of a Project, or any significant change in the nature or
                  operations of a Project, from that previously approved by OPIC
                  in a Consent Notice.



                                       37
<PAGE>   44

                                            (ii) OPIC shall use reasonable
                  efforts to conduct its review of proposed investments, and to
                  notify the Fund of the results thereof, promptly following
                  receipt of all necessary information in accordance with
                  Section 6.12; PROVIDED, HOWEVER, that no assurance can be
                  given that OPIC will complete its review within the time frame
                  of the investment opportunity. OPIC's determination with
                  respect to the OPIC Requirements shall be final and binding
                  upon the Fund.

                           (b) DETERMINATION OF OPIC REQUIREMENTS. For all
purposes of this Agreement, with respect to each proposed investment or
reinvestment in a Portfolio Company or Project, the OPIC Requirements shall be
determined as of the date of the applicable Consent Notice given in respect to
such investment or reinvestment. Accordingly, and without limitation, OPIC may
decline to issue a Consent Notice for a proposed investment or reinvestment if
the proceeds thereof would be used by the Target Portfolio Company in, or the
Target Portfolio Company conducts operations or has material assets located in,
an Eligible Country (or other country) that, based on OPIC's policy and
statutory criteria in effect at the time of its review hereunder, is ineligible
for new commitments by OPIC.

                           (c) ELIGIBLE COUNTRIES. Except with respect to
Russia, OPIC may decline to issue a Consent Notice for a proposed investment in
an Eligible Country (or other Country) that, based on OPIC's policy and
statutory criteria in effect at the time of its review hereunder, is ineligible
for OPIC programs. OPIC may decline to issue a Consent Notice for a proposed
investment in Russia on grounds of country ineligibility if Russia, at the time
of OPIC's review hereunder, is ineligible for OPIC programs by reason of a
Retroactive Act.

                  SECTION 2.9. MISCELLANEOUS.

                           (a) PAYMENT OR REIMBURSEMENT OF EXPENSES. The Fund
shall pay or reimburse OPIC for all reasonable costs and expenses incurred by
OPIC in connection with (i) the preparation, negotiation, execution and
implementation of the Financing Documents, including fees and expenses for
outside counsel, business and real estate advisors and other consultants, (ii)
costs of reproducing documents and binding post-closing document transcripts
(including up to five OPIC copies), (iii) travel expenses incurred by OPIC in
connection with OPIC's representative's attendance at Advisory Board meetings or
meetings of any other governing body of the Fund or its Affiliates where OPIC is
entitled to representation or attendance, and (iv) all other such costs and
expenses (including attorneys' fees and expenses, court fees, fees due to the
International Chamber of Commerce or to arbitrators (as contemplated in Section
8.5), solicitors' fees, advocates' fees, notarial fees, clerkage and taxes
(including sales tax and value added tax) associated with any of the foregoing,
auctioneers' (and other similar officials') fees and expenses and the reasonable
cost of travel) incurred by OPIC after the date of execution of this Agreement
in establishing and preserving in full force and effect or enforcing its rights
hereunder or under any of the Financing Documents or incurred in connection with
the modification, amendment, or waiver of any provision of any such document
(including the fees and expenses of the Collateral Agents and any filing,
authentication, recording, registration or other reasonable costs incurred in
connection with establishing the Liens (including the Mortgage Liens)
contemplated in the Security Documents). Such payment or



                                       38
<PAGE>   45

reimbursement shall be due and payable within ten (10) Business Days after the
receipt by the Fund of OPIC's request therefor from time to time. Such payment
or reimbursement shall be due whether or not any disbursement of the Loan is
made. The Fund will also pay to OPIC, on request, a reasonable fee in connection
with (x) any modification, amendment or waiver of any material provision of any
Financing Document, except for any such modification, amendment or waiver
requested by OPIC (other than any such request in response or relating to an
Event of Default or any event or condition that, with the passage of time or the
giving of notice or both could reasonably be expected to constitute an Event of
Default), that requires a meaningful expenditure of OPIC personnel time or
resources, or (y) any non-recurring effort by OPIC to preserve in full force and
effect or enforce its rights hereunder. Except during the continuance of an
Event of Default, OPIC shall consult in advance with the Fund regarding any
single expense (other than any fees or costs of OPIC's attorneys or real estate
advisors or of any Collateral Agent or any other fees or costs for services
routinely contemplated to be provided in connection with any of the Financing
Documents) which is anticipated to be in excess of $25,000, PROVIDED, that such
consultation would not, in OPIC's judgment, delay or interfere with OPIC's
ability to protect and enforce its rights and remedies hereunder or under any
other Financing Document.

                           (b) INDEMNITY AND CONTRIBUTION.

                                    (i) To the extent permitted by law, the Fund
                  agrees to indemnify, defend and hold harmless OPIC and its
                  directors, officers, employees, agents, counsel, business and
                  real estate advisors, subsidiaries and Affiliates
                  (collectively the "INDEMNIFIED PERSONS") from and against, and
                  to reimburse OPIC and each of the other Indemnified Persons
                  for any legal and any other expenses reasonably incurred in
                  connection with investigating and defending, any and all
                  claims, losses, liabilities, obligations, damages, penalties,
                  actions, judgments, suits, costs, expenses or disbursements of
                  any kind or nature whatsoever (collectively, and excluding
                  Qualified Taxes, "LOSSES") that may be imposed on, incurred
                  by, or asserted against any Indemnified Person in any way
                  relating to or arising out of or based on:

                                            (A) this Agreement, the Financing
                           Documents or any of them or any of the transactions
                           contemplated hereby or thereby; and/or

                                            (B) any untrue statement (or alleged
                           untrue statement) of a material fact contained in the
                           Offering Materials, or any omission (or alleged
                           omission) to state therein a material fact required
                           to be stated therein or necessary to make the
                           statements therein not misleading, or any violation
                           by any of the Financing Parties or any of their
                           Affiliates of the Securities Act of 1933, as amended,
                           or any state securities law or any rule or regulation
                           thereunder,

                  PROVIDED, HOWEVER, that the Fund shall not be liable to any
                  Indemnified Person to the extent that a court or arbitral
                  tribunal with jurisdiction over the subject matter of the
                  Loss, OPIC and each other Indemnified Person in connection
                  with such subject



                                       39
<PAGE>   46

                  matter determines in a proceeding at which OPIC and each such
                  other Indemnified Person had an adequate opportunity to defend
                  its interest that such Loss (1) resulted from the gross
                  negligence or willful misconduct of OPIC or any other
                  Indemnified Person, or (2) arose out of any untrue statement
                  or omission accurately based upon written information
                  regarding OPIC furnished to the Fund by OPIC or any other
                  Indemnified Person and either (x) stated by OPIC or such
                  Indemnified Person to be specifically for use in the Offering
                  Materials or (y) provided by OPIC or such Indemnified Person
                  in response to a written request by the Fund that expressly
                  states that the requested information is to be used in the
                  Offering Materials.

                                    (ii) Each Indemnified Person shall give
                  notice to the Fund promptly after such Indemnified Person has
                  actual knowledge of any claim as to which indemnity may be
                  sought. The failure of any Indemnified Person to give notice
                  as provided herein shall not relieve the Fund of its
                  obligations under this Article II except to the extent that
                  such failure is materially prejudicial to the Fund. Each
                  Indemnified Person may, in its sole discretion, permit the
                  Fund or its counsel to conduct the defense of any such claim
                  or litigation. Each Indemnified Person may, directly or
                  indirectly, participate in defense of any such claim or
                  litigation, even where the Indemnified Person has permitted
                  the Fund to conduct the defense thereof, and the Fund shall
                  continue to pay the legal fees incurred by the Indemnified
                  Persons. The Fund shall not, in the defense of any such claim
                  or litigation, except with the prior written consent of each
                  Indemnified Person, consent to entry of any judgment or enter
                  into any settlement which does not include as an unconditional
                  term thereof the giving by the claimant or plaintiff to such
                  Indemnified Person of a release from all liability in respect
                  to such claim or litigation alleged by such claimant or
                  plaintiff. Each Indemnified Person shall furnish such
                  information regarding itself or the claim in question as the
                  Fund may reasonably request in writing and as shall be
                  reasonably required in connection with defense of such claim
                  and litigation resulting therefrom.

                                    (iii) To provide for just and equitable
                  contribution, if (A) an Indemnified Person makes a claim for
                  indemnification pursuant to this Article II but it is found in
                  a final judicial determination, not subject to further appeal,
                  that such indemnification may not be enforced or is
                  unavailable in such case, even though this Agreement expressly
                  provides for indemnification in such case, or (B) any
                  Indemnified Person seeks contribution, then the Fund shall be
                  responsible to contribute to the Losses to which any
                  Indemnified Person may be subject, so that the Fund is
                  responsible for the percentage thereof equal to (x) one
                  hundred percent (100%) less (y) the percentage of aggregate
                  cumulative Cash Flow theretofore distributed to OPIC in
                  accordance with Section 7.3(b)(vi); PROVIDED, HOWEVER, that if
                  applicable law does not permit such allocation, then other
                  relevant equitable considerations, such as the relative fault
                  of any of the Fund and its Affiliates on the one hand, and the
                  Indemnified Person, on the other hand, in the aggregate, in
                  connection with the facts which resulted in such Losses shall
                  also be considered. The



                                       40
<PAGE>   47

                  relative fault, in the case of an untrue statement, alleged
                  untrue statement, omission, or alleged omission, shall be
                  determined by, among other things, whether such statement,
                  alleged statement, omission, or alleged omission relates to
                  information supplied by the Fund or its Affiliates, on the one
                  hand, or by OPIC, on the other hand, and the parties' relative
                  intent, knowledge, access to information, and opportunity to
                  correct or prevent such statement, alleged statement,
                  omission, or alleged omission. The Fund and OPIC agree that it
                  would be unjust and inequitable if the obligations provided
                  herein for contribution were determined by pro rata or per
                  capita allocation of the aggregate Losses (even if OPIC and
                  the other Indemnified Persons were treated as one entity for
                  such purpose) or by any other method of allocation that does
                  not reflect the equitable considerations referred to in this
                  Section 2.9(b)(iii). In no case shall OPIC and all Indemnified
                  Persons in the aggregate be responsible to pay more than five
                  percent (5%) of the amount of any Loss contemplated hereby.
                  This Section 2.9(b)(iii) is not intended to supersede any
                  right to contribution under the Securities Act of 1933, as
                  amended, or otherwise.

                                    (iv) The indemnification and contribution
                  obligations provided for under this Agreement shall remain in
                  full force and effect regardless of any investigation made by
                  or on behalf of the Indemnified Persons or any officer,
                  director or controlling person of such Indemnified Persons.

                           (c)      CURRENCY AND PLACE OF PAYMENT.

                                    (i) All payments required hereunder, under
                  the Funding Documents or under the Notes shall be made in
                  Dollars in immediately available funds without any offset or
                  deduction for Taxes (except as otherwise provided in Section
                  2.7) or otherwise (A) in the case of the Notes, to the Paying
                  Agent as specified in the Funding Documents and (B) in the
                  case of other payments due to OPIC, at the following address:

                  By wire transfer (via a United States domestic bank):

                           ABA No. 0210-3000-4 TREASNYC/CTR/BNF - AC71000001
                           (OBI = OPIC Loan No. 199-95-254 IG and OPIC Loan No.
                           399-95-228 IG) of the U.S. Treasury Department, New
                           York, NY, or such other account as to which OPIC
                           shall have provided notice to the Fund

                                    (ii) If any Payment Date is not a Business
                  Day, payment shall be made on the next succeeding Business
                  Day.

                           (d) COMPUTATION OF INTEREST ON NOTES AND FEES. Except
as otherwise provided herein or in the Funding Documents or any Note, interest
and fees shall be computed on the basis of 360-day years of twelve (12) thirty
(30) day months.



                                       41
<PAGE>   48

                           (e) APPLICATION OF PAYMENTS TO OPIC. Subject to the
terms and conditions of the Funding Documents, until the Notes are repaid and
all amounts due under this Agreement are paid, payments received by OPIC under
this Agreement or with respect to any Note shall be applied to amounts due under
this Agreement and under the Notes in such manner as OPIC may determine to be
appropriate, notwithstanding any instruction to the contrary from the Fund.

                           (f) NO SETOFF. All payment obligations of the Fund,
the Holding Company, and the Managing Member hereunder shall be absolute and
unconditional under any and all circumstances and shall be timely satisfied
irrespective of any set-off, counterclaim or other defense.

                  SECTION 2.10. DEFAULT STATUS. OPIC confirms that (i) OPIC has
not declared any Event of Default on or prior to the date hereof, and (ii) as of
the date hereof, neither the Original Note nor the Replacement Note is bearing
interest at the default rate pursuant to Section 2.3(c) of the Original Finance
Agreement or this Agreement, as applicable.

                  SECTION 2.11. RELEASE OF CERTAIN LIENS.

                           (a) Notwithstanding anything contained herein to the
contrary, if the Financing Credit Parties:

                                    (i) (A) have sold or otherwise disposed of,
                  for cash, (1) all or substantially all of the Real Estate
                  Assets and related personal property of a Controlled Portfolio
                  Company secured by a Mortgage Lien in favor of OPIC, or (2)
                  specified Portfolio Holding Company Securities or Portfolio
                  Securities in accordance with the Financing Documents, and

                                    (ii) have deposited (or have, through a
                  fully funded escrow or other fully funded arrangement
                  satisfactory to OPIC, demonstrated that there will be
                  deposited contemporaneously with the release hereafter
                  described) the Lien Release Amount relating to such sale or
                  other disposition in a Charged Account (as defined in the
                  Security Documents) of (A) the subject Controlled Portfolio
                  Company, in the case of a sale or other disposition of assets
                  of a Controlled Portfolio Company, or (B) the Holding Company
                  or relevant Portfolio Holding Company, as the case may be, in
                  the case of a sale of Portfolio Holding Company Securities or
                  Portfolio Securities, as applicable,

then OPIC shall, at the sole cost and expense of the Fund, instruct its
Collateral Agent to release such (x) Mortgage Lien, in the case of a sale or
other disposition of assets of a Controlled Portfolio Company, or (y) Lien on
such Portfolio Holding Company Securities or Portfolio Securities, as the case
may be, in the case of a sale of Portfolio Holding Company Securities or
Portfolio Securities, as applicable, whereupon such Mortgage Lien or other Lien,
as applicable, shall be extinguished and shall no longer be required under this
Agreement or any other Security Document, PROVIDED, HOWEVER, that, in the case
of a sale or other disposition of assets of a Controlled Portfolio Company,



                                       42
<PAGE>   49

each Lien in favor of OPIC on the Portfolio Securities owned by the Portfolio
Holding Company which is the parent of such Controlled Portfolio Company and on
all other assets of such Portfolio Holding Company shall continue in full force
and effect as contemplated in this Agreement.

                           (b) As used herein, the term "LIEN RELEASE AMOUNT"
shall mean the cash proceeds, net only of (i) all transaction costs and expenses
paid by the relevant Financing Credit Party, and (ii) the outstanding amount of
any Indebtedness secured by a Lien permitted in accordance with Section 7.1(d)
on the Real Estate Assets or other property in question sold or otherwise
disposed of, in each case in connection with a sale or other disposition
described in Section 2.11(a)(i) on an arms-length basis to a Person not
Affiliated with either of the Organizers or any of their respective Affiliates
which net cash proceeds are received by such Financing Credit Party in
connection with such sale or other disposition.

                  SECTION 2.12 OPERATING RESERVES.

                           (a) The Holding Company may establish, maintain and
fund, with the proceeds of Disbursements and funded Equity Commitments and, as
long as there exists no Event of Default and no event or condition that with the
passage of time or the giving of notice or both would constitute an Event of
Default, may replenish, with the proceeds of Disbursements and the Equity
Commitments, from the Cash Retention Fund Sub-Account, or from Cash Flow,
Holding Company Cash Flow, Portfolio Holding Company Cash Flow or Portfolio
Company Cash Flow, an Operating Reserve and a Non-Operating Reserve to be held
in a separate account or accounts (the "OPERATING ACCOUNTS", in the case of the
Operating Reserve) in accordance with the Retention Agreement.

                           (b) The Holding Company shall apply amounts in the
Operating Reserve in accordance with this Agreement to meet Permitted Expenses.

                           (c) The Fund in its sole discretion may establish and
maintain, in the name and on behalf of the Controlled Portfolio Companies,
Operating Accounts and Non-Operating Accounts in Qualified Banks and may deposit
or maintain a portion of the Operating Reserves and Non-Operating Reserves
therein and utilize such amounts for Permitted Uses in accordance with this
Agreement.


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

                  The Fund, the Holding Company and the Managing Member each
represents, covenants, and warrants to OPIC that:

                  SECTION 3.1. EXISTENCE AND POWER.

                           (a) The Fund is a limited liability company whose
only members are the Members, and is duly formed, validly existing and in good
standing under the limited liability

                                       43
<PAGE>   50

company laws of the State of Delaware. The Fund is duly authorized to do
business in each jurisdiction in which its business makes such authorization
necessary, has all requisite power and authority under its Charter Documents and
the limited liability company laws of the State of Delaware to own and operate
its properties, to borrow money, to carry on its business and invest in the
Projects, to create Liens on its assets, and to execute, deliver and perform
this Agreement, the Notes, and each of the other Financing Documents to which it
is or will be a party. The Fund Operating Agreement is in full force and effect
and no default exists thereunder. A true and complete copy of the Fund's
certificate of formation and of the Fund Operating Agreement, as in effect on
the date hereof, have been furnished to OPIC.

                           (b) The Managing Member is a limited liability
company whose only members are the Organizers. The Managing Member is duly
formed, validly existing and in good standing under the limited liability
company laws of the State of Delaware. The Managing Member is duly authorized to
do business in each jurisdiction in which its business makes such authorization
necessary, has all requisite power and authority under its Charter Documents and
the limited liability company laws of the State of Delaware to own and operate
its properties, to borrow money, to carry on its business and invest in the
Projects, to create Liens on its assets, and to execute, deliver and perform
this Agreement, the Notes, the Fund Operating Agreement and each of the other
Financing Documents to which it is or will be a party. The Managing Member's
limited liability company agreement is in full force and effect and no default
exists thereunder. A true and complete copy of the Managing Member's certificate
of formation and of its limited liability company agreement, as in effect on the
date hereof, have been furnished to OPIC.

                           (c) The Holding Company is a limited liability
company whose sole member is the Fund. The Holding Company is duly formed,
validly existing and in good standing under the limited liability company laws
of the State of Delaware. The Holding Company is duly authorized to do business
in each jurisdiction in which its business makes such authorization necessary,
has all requisite power and authority under its Charter Documents and the
limited liability company laws of the State of Delaware to own and operate its
properties, to borrow money, to carry on its business and invest in the
Projects, to create Liens on its assets, and to execute, deliver and perform
this Agreement, the Holding Company Guaranty, and each of the other Financing
Documents to which it is or will be a party. The Holding Company's Charter
Documents are in full force and effect and no default exists thereunder. A true
and complete copy of the Holding Company's Charter Documents, as in effect on
the date hereof, have been furnished to OPIC.

                           (d) The Special Member is a corporation duly formed,
validly existing and in good standing under the laws of the State of Ohio. The
Special Member is duly authorized to do business in each jurisdiction in which
its business makes such authorization necessary, has all requisite power and
authority under its Charter Documents and the laws of the State of Ohio to own
and operate its properties, to carry on its business and invest in the Projects,
to create Liens on its assets, and to execute, deliver and perform each of the
Financing Documents to which it is or will be a party. The Special Member's
Charter Documents are in full force and effect and no default exists thereunder.
A true and complete copy of the Special Member's Charter Documents, as in effect
on the date hereof, have been furnished to OPIC.



                                       44
<PAGE>   51

                           (e) Pioneer is a corporation duly formed, validly
existing and in good standing under the laws of the State of Delaware. Pioneer
is duly authorized to do business in each jurisdiction in which its business
makes such authorization necessary, has all requisite power and authority under
its Charter Documents and the laws of the State of Delaware to own and operate
its properties, to carry on its business and invest in the Projects, to create
Liens on its assets, and to execute, deliver and perform this Agreement and each
of the other Financing Documents to which it is or will be a party. Pioneer's
Charter Documents are in full force and effect and no default exists thereunder.
A true and complete copy of Pioneer's Charter Documents, as in effect on the
date hereof, have been furnished to OPIC.

                           (f) Each Portfolio Holding Company is (or upon the
initial investment by or on behalf of the Fund will be) duly incorporated or
organized under the laws of the jurisdiction of its organization and is (or upon
the initial investment by or on behalf of the Fund will be) duly constituted,
validly existing, in good standing and duly authorized to do business in each
jurisdiction in which its business makes such authorization necessary, and has
the power under the laws of its jurisdiction of organization to own its
properties, to carry on its business, and to execute, deliver and perform each
of the Financing Documents to which it is (or will be) a party.

                           (g) Each Portfolio Company (i) is (or upon the
initial investment by or on behalf of the Fund will be) duly organized under the
laws of the jurisdiction of its organization, (ii) is (or upon the initial
investment by or on behalf of the Fund will be) duly constituted, validly
existing, in good standing and duly authorized to do business in each
jurisdiction in which failure to be so authorized would reasonably be expected
to have a Fundamental Material Adverse Effect, and (iii) upon its organization
will have and maintain the power under the laws of its jurisdiction of
organization to own its properties, to carry on its business, and to execute,
deliver and perform each of the Financing Documents to which it is (or will be)
a party.

                           (h) TPG is a corporation duly formed, validly
existing and in good standing under the laws of the State of Delaware. TPG is
duly authorized to do business in each jurisdiction in which its business makes
such authorization necessary, has all requisite power and authority under its
Charter Documents and the laws of the State of Delaware to own and operate its
properties, to carry on its business and invest in the Projects, to create Liens
on its assets, and to execute, deliver and perform each of the Financing
Documents to which it is or will be a party. TPG's Charter Documents are in full
force and effect and no default exists thereunder. A true and complete copy of
TPG's Charter Documents, as in effect on the date hereof, have been furnished to
OPIC.

                           (i) The Financing Parties have delivered to OPIC
copies of fully executed Subscription Agreements pursuant to which the
Organizers and TPG commit to acquire and to cause the Managing Member to acquire
Member Interests, in accordance with the provisions of the Fund Operating
Agreement, and to make additional capital contributions in connection therewith,
in an aggregate amount of not less than their respective Organizer Commitments.



                                       45
<PAGE>   52

                  SECTION 3.2. AUTHORITY.

                           (a) Each of the Fund's, the Managing Member's, the
Special Member's, Pioneer's, TPG's and the Holding Company's execution,
delivery, and performance of this Agreement, the Notes, and each of the other
Financing Documents to which it is or will be a party: (i) have been duly
authorized by all necessary limited liability company, corporate or other
action; (ii) do not and will not violate any provision of any of its Charter
Documents; (iii) do not violate any material regulation or ruling of any
Governmental Authority; and (iv) do not and will not breach, or result in the
imposition of any Lien upon any of its assets or under any of its Charter
Documents or any other agreement or requirement to which it or any of its
properties may be bound or affected, except as expressly contemplated by Section
6.10.

                           (b) Each of the Fund's, the Managing Member's, the
Special Member's, Pioneer's, TPG's and the Holding Company's execution and
delivery of this Agreement, the Notes, and each of the other Financing Documents
to which it is or will be a party will cause each such respective instrument to
constitute a legal, valid, and binding obligation of the Fund, the Managing
Member, the Special Member, Pioneer, TPG and/or the Holding Company, enforceable
in accordance with its terms except as the enforceability thereof may be limited
by bankruptcy, insolvency or other laws relating to or affecting creditors'
rights generally or general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).

                           (c) Except for consents referred to in Section 3.9,
no consent of any other Person, including any Member, is required in connection
with the execution, delivery, performance, validity or enforceability of any
Financing Document.

                  SECTION 3.3. FINANCIAL CONDITION. Except as disclosed in its
Financial Statements, as of the date hereof and the Restructuring Disbursement
Date, neither the Holding Company nor the Fund has any contingent liability,
liability for taxes, material or long-term commitment, or Indebtedness of any
kind, other than its obligations hereunder and under any other Financing
Documents and its obligations to pay Permitted Expenses.

                  SECTION 3.4 HOLDINGS.

                           (a) The Fund does not own or otherwise control any
voting stock of or have any ownership interest in any Person, including any
corporation or partnership, other than Holding Company Securities, Portfolio
Holding Company Securities, Portfolio Securities or Interim Securities.

                           (b) The Holding Company does not own or otherwise
control any voting stock of or have any ownership interest in any Person,
including any corporation or partnership, other than Portfolio Holding Company
Securities, Portfolio Securities or Interim Securities.



                                       46
<PAGE>   53

                  SECTION 3.5. LIENS. The Security Documents are, or upon filing
and registration (if applicable) will be, effective to create legal, valid and
enforceable Liens in favor of a Collateral Agent for the benefit of OPIC on all
assets owned by each Financing Credit Party covered thereby (including Portfolio
Securities, Interim Securities, Holding Company Securities, Portfolio Holding
Company Securities, Permitted Portfolio Company Investments, Interim Local
Securities, Real Estate Assets and bank accounts), which Liens, in each case
except as permitted by Section 7.1, (a) as to all such assets of the Fund, the
Holding Company and any other Financing Credit Party formed or organized in any
jurisdiction in the U.S., are perfected and first priority security interests,
and (b) as to all such assets of any Financing Credit Party formed or organized
in any jurisdiction outside of the U.S., are enforceable against all Persons to
the fullest extent permitted by, and have the highest priority available under,
all applicable laws in all relevant jurisdictions, including the laws of the
Host Country in which the subject assets are located. Neither the Holding
Company nor the Fund has outstanding, nor is either contractually bound to
create or assume, any Lien on or with respect to any of its assets, properties,
rights or revenues, except as permitted in Section 7.1. Except as expressly
permitted by Section 7.2, the Fund's obligations hereunder and under the Notes
will rank not less than pari passu with all of the Fund's other debts and
obligations (subject to statutory liens and other priorities created by
operation of law).

                  SECTION 3.6. TAXES AND REPORTS. All tax returns and reports of
the Fund and the Holding Company required by law to be filed or extended in the
United States, and each governmental subdivision thereof, have been duly filed,
and all taxes, assessments, fees, and other governmental charges due upon the
Fund and the Holding Company, or upon any of its assets, income, or franchises,
that if not paid would reasonably be expected to have a Fundamental Material
Adverse Effect, have been paid or adequately provided for on the books of the
Fund and the Holding Company.

                  SECTION 3.7. DEFAULTS. No Event of Default, and no event or
condition that with the passage of time or the giving of notice, or both, could
constitute an Event of Default, has occurred and is continuing. None of the
Financing Parties or any other Person is in breach of any provision of any
contract to which the Fund, the Managing Member or the Holding Company is a
party, which breach would reasonably be expected to have a Fundamental Material
Adverse Effect.

                  SECTION 3.8. LITIGATION. No action, suit, other legal or
arbitral proceeding or investigation is pending by or before any domestic or
foreign court or Governmental Authority or in any arbitral or other forum or, to
the best knowledge of the Fund, the Managing Member and the Holding Company
after due inquiry, is threatened against the Fund, the Managing Member, the
Holding Company or any of their respective properties or rights that (i) relates
to the transactions contemplated by this Agreement or any other Financing
Document or (ii) has, or if adversely determined, would reasonably be expected
to have, a Fundamental Material Adverse Effect.

                  SECTION 3.9. COMPLIANCE WITH LAW. Each of the Fund, the
Managing Member, the Holding Company and each Portfolio Holding Company and
Controlled Portfolio Company is conducting its business in compliance with all
applicable Corrupt Practices Laws and in all material respects with all
applicable laws, regulations, and authorizations of all relevant Governmental



                                       47
<PAGE>   54

Authorities, noncompliance with which would reasonably be expected to have a
Fundamental Material Adverse Effect. Each of the Fund, the Managing Member and
the Holding Company has duly obtained all material Consents and Approvals, and
has effected all declarations, filings, and registrations necessary for the due
execution, delivery, and performance by each of the Fund, the Managing Member
and the Holding Company of this Agreement, the Notes and each of the other
Financing Documents to which it is a party. To the knowledge of the Fund, each
Portfolio Company it does not control is conducting its business in compliance
with all applicable Corrupt Practices Laws. The internal management and
accounting practices and controls of the Fund, the Holding Company, each
Portfolio Holding Company and each Controlled Portfolio Company are adequate to
ensure compliance with applicable Corrupt Practices Laws.

                  SECTION 3.10. DISCLOSURE.

                           (a) All documents, reports and other written
information pertaining to the Fund and its proposed operations (including the
Bid Package, this Agreement, the Offering Materials and the other Financing
Documents) that have been furnished to OPIC by or on behalf of any Financing
Party or any of their respective Affiliates are true and correct and do not
contain any material misstatement of fact or omit to state a material fact or
any fact necessary to make the statements contained herein or therein, taken as
a whole, not materially misleading. There is no fact known to any of the Fund,
the Holding Company or the Managing Member, other than matters relating to
general political or economic conditions, that has not been disclosed to OPIC in
writing, the existence of which would reasonably be expected to have a
Fundamental Material Adverse Effect. No condition (other than general political
or economic conditions) has arisen since the date of the Selection Letter that
has had or would reasonably be expected to have a Fundamental Material Adverse
Effect.

                           (b) Attached hereto as exhibits to SCHEDULE 3.10,
as SCHEDULE 3.10 may be amended from time to time in accordance herewith, are
true and complete copies of all agreements or other instruments by and between
each of the Organizers (and/or their respective Affiliates), on one hand, and
any of the Fund, the Holding Company, any Portfolio Holding Company or any
Portfolio Company, on the other hand.

                  SECTION 3.11. OFFERING. None of the Fund, the Holding Company,
the Managing Member or anyone acting on behalf of the Fund, the Holding Company
or the Managing Member has taken or will take any action that would subject the
transactions contemplated hereby or the offering or sale of the Member
Interests, the interests in the Managing Member or the Holding Company
Securities to the registration requirements of the Securities Act of 1933, as
amended.

                  SECTION 3.12. INVESTMENT COMPANY ACT. No Financing Credit
Party is required to register as an "investment company" under the Investment
Company Act of 1940, as amended.

                  SECTION 3.13. PORTFOLIO INVESTMENTS.



                                       48
<PAGE>   55

                           (a) AUTHORITY. Each purchase of Portfolio Securities
by or on behalf of the Fund, and the execution, delivery, and performance by the
Fund, the Holding Company, each Controlled Portfolio Company and each Portfolio
Holding Company of all agreements entered into by it in connection therewith,
(i) have been (or, as of the date of purchase and/or execution and delivery,
will have been) duly authorized by all necessary corporate, limited liability
company, partnership or other action; (ii) do not and will not violate any
provision of any of their respective Charter Documents, or any applicable
regulation or ruling of any Governmental authority; and (iii) will not breach,
or result in the imposition of any Lien on any of the assets under, any
agreement or other requirement by which any of them or any of their respective
properties may be bound or affected, except as permitted or required by the
Financing Documents. Except for (1) consents referred to in Section 5.9, (2)
consents which, prior to the time of such purchase, execution, delivery or
performance by the Financing Credit Parties, shall have been obtained by the
Financing Credit Parties, and (3) OPIC's written confirmation that each such
purchase of Portfolio Securities complies with the OPIC Requirements, no other
consent of any other Person, including any Member, is required in connection
with such purchase or such execution, delivery and performance.

                           (b) SECURITIES.

                                    (i) Prior to each investment in Portfolio
                  Securities, and upon acquisition of any Involuntary
                  Securities, the Fund has (or will have), in accordance with
                  this Agreement and as contemplated by the Master Pledge
                  Agreement, executed and delivered (A) to each of OPIC and its
                  Collateral Agent a true and complete Portfolio Acquisition
                  Certificate with respect to such Portfolio Securities,
                  Securities issued by a Portfolio Company Affiliate or
                  Involuntary Securities, as the case may be, and (B) to the
                  Collateral Agent, all documents and instruments required to be
                  so delivered pursuant to the Security Documents.

                                    (ii) SCHEDULE 3.13, as it may be amended
                  from time to time in accordance herewith, sets forth, for each
                  Portfolio Company, the number and type of shares of Capital
                  Stock and/or other Securities thereof owned by or on behalf of
                  the Fund directly or indirectly through the Holding Company
                  and each Portfolio Holding Company, and the percentage of the
                  authorized and outstanding Capital Stock or other Securities
                  of such Portfolio Company represented thereby. All such
                  Portfolio Securities have been duly and validly authorized and
                  issued by the applicable Portfolio Company or Portfolio
                  Company Affiliate, are, to the extent applicable, fully paid
                  and non-assessable (except to the extent that any obligation
                  to make capital contributions or loans to such Portfolio
                  Company in accordance with the Charter Documents of such
                  Portfolio Company are disclosed on SCHEDULE 3.13) and owned
                  beneficially and of record by the Portfolio Holding Company
                  (or Portfolio Company in the case of Securities issued by a
                  Portfolio Company Affiliate) indicated in SCHEDULE 3.13, as it
                  may be amended from time to time in accordance herewith, and
                  are free of Liens (other than Liens created pursuant to the
                  Security Documents or permitted under Section 7.1).



                                       49
<PAGE>   56

                           (c) RELATED RIGHTS.

                                    (i) Except as granted to or for OPIC in the
                  Pledge Agreements, there are no proxies, irrevocable or
                  otherwise, with respect to Portfolio Securities owned by any
                  of the Financing Credit Parties.

                                    (ii) None of the Portfolio Securities
                  identified in SCHEDULE 3.13, as it may be amended from time to
                  time in accordance herewith, is, or following the exercise by
                  OPIC of any of its rights or remedies hereunder or under any
                  other Financing Documents will be, subject to any material
                  restriction on transfer (including any requirement of consent
                  of any Person), whether imposed by (A) law, (B) the Charter
                  Documents of the applicable Portfolio Company (or Portfolio
                  Company Affiliate) or (C) any agreement, other than (1)
                  restrictions (the "DISCLOSED RESTRICTIONS") disclosed to OPIC
                  on the relevant Portfolio Acquisition Certificate or as set
                  forth in SCHEDULE 3.13, as it may be amended from time to time
                  in accordance herewith, none of which Disclosed Restrictions
                  will (x) adversely affect the right of OPIC or its nominee to
                  foreclose on or become the owner (directly or indirectly) of
                  any Portfolio Security, or (y) adversely affect, to any
                  greater extent than the applicable Financing Credit Party is
                  affected, OPIC's ability to sell or transfer any Portfolio
                  Security to a third party, or (2) restrictions, disclosed to
                  OPIC in writing by the Fund, resulting from a change in law
                  after the date of delivery of such Portfolio Acquisition
                  Certificate to each of OPIC and its Collateral Agent.

                                    (iii) (A) No change in ownership or control
                  of the Fund, the Holding Company or any Portfolio Holding
                  Company or Controlled Portfolio Company will adversely affect
                  any contractual right of such Person in respect of Portfolio
                  Securities, including rights to appoint members of the board
                  of directors or similar body of the applicable Portfolio
                  Company, registration rights and tag along rights, and (B)
                  except as disclosed on the relevant Portfolio Acquisition
                  Certificate or as set forth in SCHEDULE 3.13, as it may be
                  amended from time to time in accordance herewith, all such
                  rights are transferrable to a subsequent owner of such
                  Portfolio Securities.

                                    (iv) True and complete copies of all
                  shareholder and similar agreements setting forth any
                  contractual rights and/or obligations of the Fund, the Holding
                  Company and any Portfolio Holding Company or any Controlled
                  Portfolio Company in respect of Portfolio Securities
                  (including rights of first refusal described as a disclosed
                  restriction in accordance with subsection (ii) above) have
                  been delivered to the Collateral Agent in accordance with the
                  terms of the Security Documents.

                                    (v) SCHEDULE 3.13, as it may be amended from
                  time to time in accordance herewith, accurately and fully
                  describes each Portfolio Security in which the Fund, directly
                  or indirectly, has an interest.



                                       50
<PAGE>   57

                  (d) CORPORATE FORM, REGISTRATION AND POWER. Each Portfolio
Company in which any Financing Credit Party has invested has been, at or before
the date of such investment, duly and properly formed in accordance with
applicable law and has the requisite power to own and operate its properties and
to carry on its business. No additional filing, registration, or amendment to,
or in respect of, the Charter Documents of any Portfolio Company is required
under applicable law in connection with its formation and continued valid
existence.

                  (e) ENVIRONMENTAL, CORRUPT PRACTICES AND WORKER RIGHTS
REQUIREMENTS. As of the date of acquisition of any Portfolio Securities, (i) to
the best knowledge of the Financing Credit Parties, after due inquiry the issuer
of such Portfolio Securities and its Portfolio Company Affiliates are in
compliance in all material respects with the Worker Rights Requirements, all
applicable Corrupt Practices Laws and all applicable environmental requirements,
and (ii) no Financing Credit Party has any reason to believe that the activities
of any such Portfolio Company or any of its Portfolio Company Affiliates pose
(or will pose) an unreasonable or major environmental, health or safety hazard.
With respect to Portfolio Securities acquired or to be acquired following an
Expedited Review (as indicated in the applicable Consent Notice), the Fund has
used commercially reasonable efforts to obtain relevant information respecting
compliance by the related Portfolio Company and its Portfolio Company Affiliates
with applicable Environmental Requirements, and has delivered all such
information to OPIC.

                  SECTION 3.14. MARGIN STOCK.

                  (a) No Financing Credit Party is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock.

                  (b) Neither any Disbursement nor the issuance of any Note nor
the use of the proceeds thereof violates or is inconsistent with the provisions
of Regulation G, T, U or X of the Board of Governors of the Federal Reserve
System or any equivalent law of any Eligible Country.

                  SECTION 3.15. TRANSACTIONS WITH AFFILIATES. Except as
contemplated or permitted by, and subject to the terms and conditions of, this
Agreement, neither of the Organizers, any Financing Party nor any of their
respective Affiliates is or will be a party to any contract, agreement,
instrument, understanding or arrangement with, or any other commitment to or
from the Holding Company or any (a) Portfolio Holding Company, (b) Portfolio
Company, (c) Portfolio Company Affiliate or (d) subsidiary of any Portfolio
Company or Portfolio Company Affiliate.

                  SECTION 3.16. IMMUNITY. None of the Financing Credit Parties
is permitted to, or if permitted will not, in any jurisdiction in which
judicial, administrative or arbitral proceedings may at any time be commenced in
respect of any Financing Document, claim (for itself or its properties, assets,
revenues or rights to receive income) immunity from suit, from the jurisdiction
of any court, from attachment prior to judgment, or from attachment in aid of
execution of a judgment on any grounds, including grounds of sovereignty. The
Financing Documents and the



                                       51
<PAGE>   58

transactions contemplated thereby constitute commercial activities of the
Financing Credit Parties, and the Financing Credit Parties are subject to
commercial law.

                  SECTION 3.17. SOLVENCY. Each Financing Credit Party (a) is
capable of paying its debts as they fall due and is not unable and has not
admitted its inability to pay its debts as they fall due, (b) is not bankrupt or
insolvent and (c) has taken no action, and no such action has been taken by a
third party, for its winding up, dissolution, or liquidation or similar
executory or judicial proceeding or for the appointment of a liquidator,
custodian, receiver, trustee, administrator or other similar officer for any
such Person or any or all of its property, assets or revenues.

                  SECTION 3.18. PREDECESSOR FUND BREACHES. Notwithstanding
anything to the contrary in this Agreement, to the extent that a breach of any
provision in any Financing Document derives solely from the activities,
operation or condition of the Predecessor Fund prior to the date hereof, and
PROVIDED that:

                           (a) such breach has not resulted in, and would not
reasonably be expected to result in, (i) a Fundamental Material Adverse Effect,
(ii) the Fund's investment in a Project involving a Participant not approved by
OPIC, or (iii) a violation of the OPIC Requirements;

                           (b) the Financing Parties, the Organizers and their
respective Affiliates could not, in the exercise of reasonable care, have known
of such activity, operation or condition or cured such breach prior to the date
hereof; and

                           (c) the Financing Parties are diligently seeking to
(i) cure such breach (if susceptible to cure) and (ii) enforce all material
rights, claims and remedies they may have against potentially responsible
Persons,

then prior to the ninetieth (90th) day (or such later date as OPIC may in its
sole discretion specify) following the occurrence thereof, (x) such breach shall
not be deemed to be an Event of Default hereunder, (y) OPIC shall not in
reliance on such breach take any action under the Financing Documents against
any Financing Credit Party, and (z) such breach shall not affect the right of
the Financing Credit Parties to utilize their respective assets; PROVIDED,
HOWEVER, that during the continuance of such breach, the Fund shall not be
permitted to request, and may not obtain, any Disbursement.


                                   ARTICLE IV
               CONDITIONS PRECEDENT TO RESTRUCTURING DISBURSEMENT

                  Unless OPIC otherwise agrees in writing, OPIC's obligation to
make the first Disbursement after the date of this Agreement is subject to the
prior fulfillment, to OPIC's satisfaction in its sole discretion, of the
following conditions precedent and to their continued fulfillment on the date of
such Disbursement:



                                       52
<PAGE>   59

                  SECTION 4.1. AUTHORIZATIONS.

                           (a)      OPIC shall have received:

                                    (i)     a certificate of an Authorized
                  Officer of the Fund, dated the Restructuring Disbursement
                  Date, substantially in the form of EXHIBIT C-1:

                                            (A) attaching a copy of the Charter
                           Documents of the Fund, each as amended to date,
                           certifying that the attached copies are true and
                           complete and in full force and effect as of the
                           Restructuring Disbursement Date, together with
                           evidence satisfactory to OPIC that such documents, if
                           required, have been filed with and approved by the
                           Secretary of State of the State of Delaware;

                                            (B) attaching an original copy of
                           all documents evidencing any necessary action by the
                           Fund (each such document to be satisfactory to OPIC
                           in form and substance) authorizing the Fund to
                           execute, deliver, and perform this Agreement, the
                           Notes, and each of the other Financing Documents to
                           which it is or will be a party and to engage in the
                           transactions herein contemplated and certifying that
                           the attached copies are true and complete and in full
                           force and effect as of the Restructuring Disbursement
                           Date; and

                                            (C) certifying the names, titles,
                           initials and specimen signatures of the persons who
                           are authorized to execute and deliver for the Fund
                           this Agreement, the Notes and each of the other
                           Financing Documents to which it is or will be a
                           party, and all other notices or instruments
                           contemplated hereunder or under any Financing
                           Document (which certificate may be updated from time
                           to time);

                                    (ii) a certificate of an Authorized Officer
                  of the Managing Member, dated the Restructuring Disbursement
                  Date, substantially in the form of EXHIBIT C-2:

                                            (A) attaching a copy of the Charter
                           Documents of the Managing Member, each as amended to
                           date, certifying that the attached copies are true
                           and complete and in full force and effect as of the
                           Restructuring Disbursement Date, together with
                           evidence satisfactory to OPIC that such documents, if
                           required, have been filed with and approved by the
                           Secretary of State of the State of Delaware;

                                            (B) attaching an original copy of
                           all documents evidencing any necessary action by the
                           Managing Member (each such document to be
                           satisfactory to OPIC in form and substance)
                           authorizing the Managing



                                       53
<PAGE>   60

                           Member to execute, deliver, and perform this
                           Agreement, and each of the other Financing Documents
                           to which it is or will be a party and to engage in
                           the transactions herein contemplated and certifying
                           that the attached copies are true and complete and in
                           full force and effect as of the Restructuring
                           Disbursement Date; and

                                            (C) certifying the names, titles,
                           initials and specimen signatures of the persons who
                           are authorized to execute and deliver for the
                           Managing Member this Agreement and each of the other
                           Financing Documents to which it is or will be a
                           party, and all other notices or instruments
                           contemplated hereunder or under any Financing
                           Document (which certificate may be updated from time
                           to time); and

                                    (iii) a certificate of an Authorized Officer
                  of the Holding Company, dated the Restructuring Disbursement
                  Date, substantially in the form of EXHIBIT C-3:

                                            (A) attaching a copy of the Charter
                           Documents of the Holding Company, each as amended to
                           date, certifying that the attached copies are true
                           and complete and in full force and effect as of the
                           Restructuring Disbursement Date, together with
                           evidence satisfactory to OPIC that such documents, if
                           required, have been filed with and approved by the
                           Secretary of State of the State of Delaware;

                                            (B) attaching an original copy of
                           all documents evidencing any necessary action by the
                           Holding Company (each such document to be
                           satisfactory to OPIC in form and substance)
                           authorizing the Holding Company to execute, deliver,
                           and perform this Agreement and each of the other
                           Financing Documents to which it is or will be a party
                           and to engage in the transactions herein contemplated
                           and certifying that the attached copies are true and
                           complete and in full force and effect as of the
                           Restructuring Disbursement Date; and

                                            (C) certifying the names, titles,
                           initials and specimen signatures of the persons who
                           are authorized to execute and deliver for the Holding
                           Company this Agreement and each of the other
                           Financing Documents to which it is or will be a
                           party, and all other notices or instruments
                           contemplated hereunder or under any Financing
                           Document (which certificate may be updated from time
                           to time).

                           (b) OPIC shall have received all other documents and
proceedings of the Fund, the Holding Company and the Managing Member authorizing
the transactions hereby contemplated and designating the persons authorized to
execute and deliver the Financing Documents.



                                       54
<PAGE>   61

                  SECTION 4.2. FUNDING DOCUMENTS. Suitable arrangements shall
have been made by the Financing Parties for funding the Loan (all agreements and
documents, together with any amendments thereto, required in connection with
such funding arrangements, including the Succession Agreement, are collectively
referred to herein as the "FUNDING DOCUMENTS"), which arrangements, including
all Funding Documents, shall be reasonably satisfactory to OPIC in form and
substance, including satisfaction by the Fund, the Managing Member and the
Holding Company of all conditions precedent to the obligations of any other
party to the Funding Documents and performance by each of the Fund, the Managing
Member and the Holding Company of all of its respective obligations under any
Financing Document to be performed by it prior to the making of the Disbursement
to be made on the Restructuring Disbursement Date.

                  SECTION 4.3. FINANCING DOCUMENTS. OPIC (or its designee) shall
have received copies of each of the following documents (along with English
translations for each document not executed in English), each of which shall be
satisfactory to OPIC in form and substance, and each of which shall have been
duly certified by an Authorized Officer of the Fund as being true and complete
and in full force and effect in accordance with its terms without default and as
having been duly executed by the parties thereto:

                           (a)      RESERVED.

                           (b)      LOAN DOCUMENTS. A fully and duly executed
original of each of the following agreements and documents (the "LOAN
DOCUMENTS"):

                                    (i)     this Agreement;

                                    (ii)    the Replacement Note; and

                                    (iii) any Notes to be issued in connection
                  with the Disbursement in exchange or substitution for the
                  Replacement Note.

                           (c)      FUNDING  DOCUMENTS. A fully and duly
executed original (or, at OPIC's sole discretion, a true and complete copy) of
each of the Funding Documents.

                           (d)      SECURITY  DOCUMENTS. A fully and duly
executed original (or, at OPIC's sole discretion, a true and complete copy) of
each of the Security Documents required as of the Restructuring Disbursement
Date, including the following agreements and documents (which shall be in full
force and effect without default), whereby the payment of all amounts due or to
become due hereunder and under the Notes (including but not limited to
principal, interest and fees) is secured by Liens in favor of a Collateral Agent
for the benefit of OPIC meeting the applicable requirements of Section 3.5 on
all assets of the relevant pledgor thereunder covered thereby:

                                    (i) (A) each of the Organizer Interest and
                  Master Pledge Agreements; (B) the Retention Agreement; (C) the
                  Assignment Agreement; (D) the



                                       55
<PAGE>   62

                  Indemnity Agreement; (E) the Holding Company Guaranty; (F) the
                  Subordination Agreement; and (G) such other Security Documents
                  as OPIC shall have required;

                                    (ii) evidence, in form and substance
                  satisfactory to OPIC in its sole discretion, that each of such
                  Security Documents referred to above and any other documents
                  or instruments as may be required by applicable jurisdictions
                  has been duly filed, and either registered and recorded in
                  every jurisdiction (and with each Governmental Authority) in
                  which or with which such filing, registration or recording is
                  necessary or advisable to make valid and effective all of the
                  terms and conditions of such Security Documents, including the
                  Liens or security interests intended to be created thereby,
                  and the rights of OPIC thereunder;

                                    (iii) all such other agreements, documents
                  or actions that are necessary or, in the opinion of special
                  legal counsel to OPIC in the United States, advisable to
                  secure the payment of all amounts due or to become due
                  hereunder or under the Notes with Liens in favor of a
                  Collateral Agent for the benefit of OPIC meeting the
                  applicable requirements of Section 3.5 on all of the assets of
                  the Financing Credit Parties, including all Holding Company
                  Securities, Portfolio Holding Company Securities, Portfolio
                  Securities and Interim Securities, the Member Interests held
                  by either of the Organizers, the Managing Member and TPG and,
                  to the extent permitted by law (including the laws of the
                  relevant Host Country) all of the right, title and interest of
                  each Financing Credit Party in and to their interest in the
                  Project Documents;

                                    (iv) certificates, if any, issued by (A) the
                  Fund evidencing each of the Member Interests held the Managing
                  Member, TPG and the Special Member, (B) the Holding Company,
                  evidencing the Fund's interests in the Holding Company
                  Securities, and (C) the Managing Member evidencing the
                  Organizers' interests in the Managing Member, in each case
                  accompanied by duly executed instruments of transfer or
                  assignment in blank or endorsed to OPIC or its Collateral
                  Agent in pledge, as OPIC shall specify; and

                                    (v) documentation, other than the Pledge
                  Agreements and/or the Retention Agreement, creating and
                  perfecting in favor of OPIC a valid and enforceable
                  first-ranking Lien (except as permitted by Section 7.1) on the
                  Retention Account, the Cash Retention Fund Sub-Account, the
                  Proceeds Fund Sub-Account, the Dedicated Debt Service Reserve
                  Sub-Account, the Non-Operating Reserve Sub-Account and the
                  Operating Reserve Sub-Account.

                           (e)      EQUITY DOCUMENTS. A duly and fully executed
copy of each of the Equity Documents.

                  SECTION 4.4. RESERVED.



                                       56
<PAGE>   63

                  SECTION 4.5. INSURANCE. OPIC shall have received a certificate
from an Authorized Officer of the Fund that the insurance required by Section
6.5 is in full force and effect without default, together with a copy of each
such insurance policy.

                  SECTION 4.6. RESERVED.

                  SECTION 4.7. RESERVED.

                  SECTION 4.8. MEMBER CONTRIBUTIONS.

                           (a) OPIC shall have received copies of fully executed
Subscription Agreements of all Persons who, directly or indirectly, agree to
acquire an interest in the Fund and to make capital contributions in connection
therewith in an aggregate amount of not less than the Equity Commitments, and
the Fund shall have received OPIC's prior written consent (which shall not be
unreasonably withheld) to the direct or indirect acquisition by such Persons of
interests in the Fund and the admission of such Persons as Members.

                           (b) On or before the Restructuring Disbursement Date,
OPIC shall have received a certificate from an Authorized Officer of the Fund
stating that the Members have, in accordance with the Fund Operating Agreement
and after the date of this Agreement, made fully-paid cash contributions of
their Equity Commitments to the Fund of not less than 50% of the proposed amount
of the Disbursement to be made on such Date.

                  SECTION 4.9. OFFERING MATERIALS. OPIC shall have received a
true and complete copy of the Offering Materials then in effect which, other
than as set forth therein, shall not have been rescinded, amended, modified or
superseded in any respect.

                  SECTION 4.10. APPOINTMENT OF INDEPENDENT ACCOUNTANTS. OPIC
shall have received evidence that the independent accountants referred to in
Section 6.6 have been duly appointed and hold such appointment without
reservation.

                  SECTION 4.11. LEGAL OPINIONS. OPIC shall have received a
letter of opinion dated the Restructuring Disbursement Date, substantially in
the form of EXHIBIT G, from legal counsel to the Financing Parties, modified if
and to the extent that any Portfolio Company or Portfolio Holding Company has
been or is proposed to be formed at the time of such Disbursement.

                  SECTION 4.12. APPOINTMENT OF AGENT. OPIC shall have received
evidence that the agents for service of process, acceptable to OPIC, referred to
in Section 8.3, the Notes and the Pledge Agreements, for each of the Financing
Parties, have been duly appointed and hold such appointment without reservation
until at least six (6) months after the Maturity Date, together with evidence of
the prepayment in full of the fees of such agents.




                                       57
<PAGE>   64

                  SECTION 4.13. CERTAIN OTHER DOCUMENTS. OPIC shall have
received a fully and duly executed original copy of such other certificates,
letters of opinion, agreements and documents, in form and substance reasonably
satisfactory to OPIC, as it may reasonably request.


                                    ARTICLE V
                    CONDITIONS PRECEDENT TO EACH DISBURSEMENT

                  Unless OPIC otherwise agrees in writing, OPIC's obligation to
make each Disbursement, including the first Disbursement to be made after the
date of this Agreement, is subject to the prior fulfillment, to OPIC's
satisfaction in its sole discretion, of the following conditions precedent and
to their continued fulfillment on the date of each such Disbursement:

                  SECTION 5.1. REPRESENTATIONS AND DEFAULTS. The representations
and warranties set forth in Article III shall be true and correct in all
material respects on the date of such Disbursement as if made on such date and,
on such date, no Event of Default and no event or condition that with passage of
time or the giving of notice or both would constitute an Event of Default shall
have occurred and be continuing.

                  SECTION 5.2. CHANGE IN CIRCUMSTANCES. No circumstance shall
exist, and no change of law or regulation of any Governmental Authority shall
have occurred, that would reasonably be expected to have a Fundamental Material
Adverse Effect.

                  SECTION 5.3. DISBURSEMENT REQUEST. The Fund shall have
furnished OPIC with a Disbursement Request for the Disbursement, substantially
in the form of EXHIBIT B, signed by an Authorized Officer of the Fund, and
accompanied by a copy of the related Funding Notice. The Disbursement Request
shall state (i) the amount of the requested Disbursement; (ii) a proposed
Disbursement Date (which shall be at least ten (10) Business Days after the date
of such request); (iii) that each of the conditions set forth in Sections 5.1
and 5.2 is satisfied as of the date of such Disbursement Request; (iv) the
planned use of the proceeds of the Disbursement; (v) that the Funding Notice
provided in connection with the Disbursement Request is permitted to be issued
in accordance with the Fund Operating Agreement; (vi) if all or part of the
Disbursement will be used in connection with a Project, that such Project
complies with the Investment Guidelines and that the proposed lessees or
purchaser of such Project (if any), as determined by the Managing Member,
satisfy the Lessee and Purchaser Credit Guidelines except as permitted by
Section 7.12; (vii) setting forth the allocation among Portfolio Securities,
Interim Securities, Portfolio Holding Company Securities and expenses incurred
by the Fund to which prior Disbursements and Equity Commitments have, as of such
date, been applied; and (viii) such other information and documentation as OPIC
may have reasonably requested relating to the requested Disbursement.

                  SECTION 5.4. PAYMENT OR REIMBURSEMENT OF FEES. The Fund shall
have paid all fees and other amounts due to OPIC with respect to the Loan, and
all other amounts payable or reimbursable by the Fund in connection therewith
including but not limited to (a) any Taxes payable, reimbursable or required to
be withheld pursuant to Section 2.7 and (b) any amounts payable



                                       58
<PAGE>   65

pursuant to Section 2.9, including but not limited to the fees and expenses of
OPIC legal counsel and the costs of registration and recordation of any
Financing Document.

                  SECTION 5.5. CERTIFICATION. The Fund shall have furnished OPIC
with a certificate (the "DISBURSEMENT CERTIFICATE"), substantially in the form
of EXHIBIT D and in substance satisfactory to OPIC, signed by an Authorized
Officer of the Fund and dated the applicable Disbursement Date, certifying: (a)
the satisfaction of each of the conditions set forth in Sections 5.1 and 5.2
effective as of the Disbursement Date; (b) that the proceeds of the Disbursement
are needed for and will be used for no purpose other than funding investments by
the Fund, the Holding Company and the Portfolio Holding Companies in Portfolio
Securities, to pay Permitted Expenses then due and payable, for Permitted Uses,
for Non-Operating Reserves or for Operating Reserves; (c) that the Members, at
least one (1) Business Day prior to the Disbursement Date, have funded, into the
Proceeds Fund Sub-Account, their Equity Commitments in the aggregate amount set
forth in the related Funding Notice, of not less than 50% of the amount of the
proposed Disbursement; (d) identifying all Portfolio Securities to be acquired
with the proceeds of the requested Disbursement and setting forth the date of
the applicable Consent Notice; and (e) that the documents referred to in
Sections 4.1 and 4.2 remain in full force and effect without modification and,
to the extent a Portfolio Holding Company and/or a Portfolio Company has been
formed since the preceding Disbursement, attaching a true and complete copy of
all relevant documentation of the type described in Section 4.1, including all
Charter Documents, as to each such Portfolio Holding Company and Portfolio
Company.

                  SECTION 5.6. OPIC CLEARANCE. The Fund shall have obtained
OPIC's prior written confirmation that all Portfolio Securities to be acquired
with proceeds from such Disbursement comply with the OPIC Requirements.


                  SECTION 5.7. MEMBERS. OPIC shall have received copies of duly
and fully executed Third Party Subscription Agreements, reasonably satisfactory
to OPIC in form and substance, of all Persons who have agreed to acquire an
interest in the Fund, including any Persons proposed to acquire Member Interests
since the date of this Agreement or the preceding Disbursement Date, as the case
may be, and the Fund shall have received OPIC's prior written consent (which
shall not be unreasonably withheld) to the direct or indirect acquisition by
such Persons of Member Interests or interests in the Fund and the admission of
all such Persons as Members.

                  SECTION 5.8. SECURITY ARRANGEMENTS. OPIC shall have received a
fully and duly executed original (or, at OPIC's sole discretion, a true and
complete copy) of each of the following agreements and documents (each of which
shall be in full force and effect without default), whereby the payment of all
amounts due or to become due hereunder and under the Notes (including but not
limited to principal, interest and fees) is secured by Liens in favor of a
Collateral Agent for the benefit of OPIC meeting the applicable requirements of
Section 3.5 on all assets of the relevant pledgor thereunder covered thereby:

                           (a) RELATING TO PRIOR DISBURSEMENT(S) AND
REINVESTMENT.



                                       59
<PAGE>   66

                                    (i) evidence, in form and substance
                  satisfactory to OPIC, in its sole discretion, that each
                  Security Document related to the use of proceeds of any prior
                  Disbursement (including funds withdrawn from Non-Operating
                  Reserves) and the reinvestment in Portfolio Securities of any
                  amount of Portfolio Holding Company Cash Flow, Portfolio
                  Company Cash Flow, Holding Company Cash Flow or Cash Flow and
                  any other documents or instruments as may be required by
                  applicable jurisdictions has been duly filed, registered and
                  recorded in every jurisdiction (and with each Governmental
                  Authority) in which or with which such filing, registration or
                  recording is necessary or advisable to make valid and
                  effective all of the terms and conditions of such Security
                  Documents, including the Liens intended to be created thereby,
                  and the rights of OPIC thereunder;

                                    (ii) to the extent not previously obtained
                  and delivered to OPIC, (A) consents to the Pledge Agreements
                  excepted in Section 5.8(b)(ii) by the issuers of the Portfolio
                  Holding Company Securities and/or Portfolio Securities related
                  thereto, and from the issuers of the Portfolio Securities
                  and/or Portfolio Company Holding Company Securities acquired
                  with Portfolio Company Cash Flow, Portfolio Holding Company
                  Cash Flow, Holding Company Cash Flow, Cash Flow or funds
                  withdrawn from Non-Operating Reserves, (B) in each case, to
                  the extent certificated, original certificates evidencing all
                  of the issued and outstanding Portfolio Holding Company
                  Securities and/or Portfolio Securities acquired with the
                  proceeds of each prior Disbursement, with Portfolio Company
                  Cash Flow, Portfolio Holding Company Cash Flow, or Cash Flow,
                  or with funds withdrawn from Non-Operating Reserves, which
                  certificates shall be in form suitable for transfer by
                  delivery, or shall be accompanied by duly executed instruments
                  of transfer or assignment in blank, and (C) all Consents and
                  Approvals from appropriate Governmental Authorities required
                  as a condition to transfer of such Portfolio Holding Company
                  Securities and/or Portfolio Securities, all in form and
                  substance satisfactory to OPIC in its sole discretion;

                                    (iii) to the extent not previously obtained
                  and delivered to OPIC, all such other agreements, documents or
                  actions relating to the use of proceeds from any prior
                  Disbursement, or from the reinvestment of Portfolio Holding
                  Company Cash Flow, Portfolio Company Cash Flow, Holding
                  Company Cash Flow, Cash Flow or with funds withdrawn from
                  Non-Operating Reserves that are necessary or, in the opinion
                  of special legal counsel to OPIC in the United States and/or
                  the applicable Host Country, advisable to secure the payment
                  of all amounts due or to become due hereunder or under the
                  Notes with Liens in favor of a Collateral Agent for the
                  benefit of OPIC meeting the applicable requirements of Section
                  3.5 on all assets of the relevant pledgor thereunder covered
                  thereby; and

                                    (iv) evidence, in form and substance
                  satisfactory to OPIC, that all conditions precedent under each
                  Security Document executed as of each prior Disbursement Date
                  have been satisfied.



                                       60
<PAGE>   67

                           (b) PENDING DISBURSEMENT.

                                    (i) (A) Pledge Agreements relating to
                  Interim Securities, Permitted Portfolio Company Investments,
                  Portfolio Securities and Portfolio Holding Company Securities
                  to be acquired with the proceeds of the pending Disbursement;
                  (B) Portfolio Company Assignment Agreement(s) related to the
                  use of such proceeds; and (C) such other Security Documents
                  (including each Portfolio Holding Company Guaranty) as OPIC
                  shall have required in connection with the use of such
                  proceeds;

                                    (ii) to the extent not previously delivered
                  to OPIC, evidence, in form and substance satisfactory to OPIC,
                  in its sole discretion, that each of the Security Documents
                  and any other documents or instruments as may be required by
                  applicable jurisdictions has been duly filed, and either
                  registered and recorded (or that proceedings therefore have
                  been initiated and are being pursued in good faith) in every
                  jurisdiction (and with each Governmental Authority) in which
                  or with which such filing, registration or recording is
                  necessary or advisable to make legal, valid and effective all
                  of the terms and conditions of the Security Documents on the
                  assets, with the enforceability and with the priority
                  (including perfection, where applicable), in such case as
                  described in Section 3.5 (other than Pledge Agreements and
                  related documents excepted in the PROVISO of this Section
                  5.8(b)(ii)), including the Liens (except as permitted by
                  Section 7.1) or security interests intended to be created
                  thereby, and the rights of OPIC thereunder (PROVIDED, HOWEVER,
                  that Pledge Agreements and related documents in regard to
                  Portfolio Holding Company Securities or Portfolio Securities
                  to be acquired with the proceeds of the pending Disbursement
                  need not have been filed, recorded or registered at such
                  time);

                                    (iii) to the extent reasonably available and
                  not previously delivered to OPIC,

                                            (A) consents to the Pledge
                                            Agreements excepted in clause (ii)
                                            above by the issuers of the
                                            Portfolio Holding Company Securities
                                            or Portfolio Securities related
                                            thereto, and in each case to the
                                            extent certificated, original
                                            certificates evidencing all of such
                                            issued and outstanding Portfolio
                                            Holding Company Securities or
                                            Portfolio Securities, which
                                            certificates shall be in form
                                            suitable for transfer by delivery,
                                            or shall be accompanied by duly
                                            executed instruments of transfer or
                                            assignment in blank,

                                            (B) all Consents and Approvals from
                                            appropriate Governmental Authorities
                                            required as a condition to transfer
                                            of such Portfolio Holding Company
                                            Securities or Portfolio



                                       61
<PAGE>   68

                                            Securities, in form and substance
                                            satisfactory to OPIC in its sole
                                            discretion, and

                                            (C) evidence, in form and substance
                                            satisfactory to OPIC in its sole
                                            discretion, that each of the Pledge
                                            Agreements excepted in clause (ii)
                                            above in connection with a prior
                                            Disbursement (and any other
                                            documents or instruments related
                                            thereto as may be required by
                                            applicable jurisdictions) has been
                                            duly filed, and either registered
                                            and recorded (or that proceedings
                                            therefore have been initiated and
                                            are being pursued in good faith) in
                                            every jurisdiction (and with each
                                            Governmental Authority) in which or
                                            with which such filing, registration
                                            or recording is necessary or
                                            advisable to make legal, valid and
                                            effective all of the terms and
                                            conditions of the Pledge Agreements
                                            (including Liens on the assets; and

                                    (iv) all such other agreements, documents or
                  actions that are necessary or, in the opinion of special legal
                  counsel to OPIC in the United States, the applicable Host
                  County and/or such other jurisdiction, advisable to secure the
                  payment of all amounts due or to become due hereunder or under
                  the Notes with Liens in favor of a Collateral Agent for the
                  benefit of OPIC meeting the applicable requirements of Section
                  3.5 on all assets described in the Security Documents
                  specified in Section 5.8(b)(i).

                  SECTION 5.9. CONSENTS AND APPROVALS. If any proceeds of the
subject Disbursement are to be applied for use in a Host Country, OPIC shall
have received copies (along with English translations for each document not
executed in English) certified by an Authorized Officer of the Fund as true and
complete and in full force and effect of each Consent and Approval relating to
the Loan, each of which is listed on SCHEDULE 5.9, as SCHEDULE 5.9 may be
amended from time to time in accordance herewith, each of which is necessary or,
in the opinion of special legal counsel to OPIC in the United States and/or the
applicable Host Country, advisable to have been obtained at that time from the
appropriate Governmental Authorities or in compliance with Section 3.9 for:

                           (a) the applicable Financing Credit Party to acquire
and hold the Portfolio Securities and Portfolio Holding Company Securities, if
any, to be acquired with the proceeds of the Disbursement, funds withdrawn from
Non-Operating Reserves, and/or any Portfolio Company Cash Flow, Portfolio
Holding Company Cash Flow, Holding Company Cash Flow or Cash Flow reinvested in
Portfolio Holding Company Securities or Portfolio Securities since the date of
the preceding Disbursement, and to pledge the same to OPIC in accordance with
this Agreement;

                           (b) upon the request of OPIC, the applicable
Financing Credit Party to acquire, develop, construct, own, lease, sell and/or
operate the subject Project and/or the Project related to use of funds withdrawn
from Non-Operating Reserves or of amounts of Portfolio Company Cash Flow,
Portfolio Holding Company Cash Flow, Holding Company Cash Flow or



                                       62
<PAGE>   69

Cash Flow reinvested in Portfolio Holding Company Securities or Portfolio
Securities since the date of the preceding Disbursement;

                           (c) approval (if required) of the Project by the
Governmental Authorities of the applicable Host Country or Countries for
purposes of the OPIC Guaranty under the applicable treaty;

                           (d) registration with the applicable Governmental
Authorities (including the central bank(s)) of the applicable Host Country or
Countries of the Loan and/or the Indebtedness of the Portfolio Company to the
Fund, the Holding Company or to the relevant Portfolio Holding Company, if any;

                           (e) repatriation to the United States in Dollars of
(i) Portfolio Company Cash Flow and Portfolio Holding Company Cash Flow
sufficient to pay on a timely basis amounts due or to become due from the
Portfolio Company to the Fund, the Holding Company and/or to the relevant
Portfolio Holding Company, (ii) Operating and/or Non-Operating Reserves
maintained in Permitted Portfolio Company Investments, and (iii) proceeds from
the sale or other financing of Portfolio Securities and/or Portfolio Holding
Company Securities; and

                           (f) the legality and enforceability of the relevant
Financing Documents in the Host Country to the extent required by Section 5.8.

                  SECTION 5.10. LEGAL OPINIONS. OPIC shall have received letters
of opinion dated the applicable Disbursement Date, each of which shall be in
form and substance satisfactory to OPIC, from (a) OPIC's special legal counsel
in the applicable Host Country or, at OPIC's election, special legal counsel to
the Financing Parties in the Host Country and (b) legal counsel to the Financing
Parties, updating and supplementing the letter of opinion delivered in
connection with the first Disbursement after the date of this Agreement;
PROVIDED, HOWEVER, that, to the extent any opinion would merely repeat an
opinion contained in a letter of opinion accepted by OPIC in connection with any
prior Disbursement (including the first Disbursement after the date of this
Agreement), the Financing Parties shall be required to deliver such an opinion
to OPIC as a condition precedent to the subject Disbursement only if OPIC so
reasonably requests.

                  SECTION 5.11. FUNDING ARRANGEMENTS. Suitable arrangements
shall have been made by the Financing Parties in accordance with the Funding
Documents and this Agreement for funding the Disbursement, which arrangements
shall be satisfactory to OPIC in form and substance, including issuance by the
Fund to OPIC of one or more Notes and satisfaction by the Fund of all conditions
precedent to the obligations of any other party to the Funding Documents and
performance by the Fund of all obligations on its part to be performed under any
Financing Document prior to the making of such Disbursement.

                  SECTION 5.12. FINANCIAL INFORMATION; PROJECT DOCUMENTS; OTHER
DOCUMENTS. At least (x) ten (10) Business Days in advance of the date proposed
for such Disbursement, and (y) five (5) Business Days prior to any associated
request to the Members for funding the Equity



                                       63
<PAGE>   70

Commitments, OPIC shall have received the following, including copies (along
with English translations for each document not executed in English), certified
by an Authorized Officer of the Fund as true and complete and in full force and
effect, of:

                           (a) FINANCIAL AND OTHER INFORMATION. (i) All
documents required to be delivered pursuant to Article IV (in the case of the
first Disbursement made after the date of this Agreement) or this Article V,
(ii) all Equity Documents not previously delivered, and (ii) all Financial
Statements, reports and other information that the Fund, pursuant to Section
6.7, would otherwise be required to furnish to OPIC on or before the proposed
Disbursement Date;

                           (b) PROJECT DOCUMENTS RELATING TO PRIOR
DISBURSEMENT(S) AND REINVESTMENT. To the extent reasonably available and not
previously delivered to OPIC, all Project Documents relating to each Project
funded with the proceeds of any prior Disbursement or from reinvestment of
Portfolio Company Cash Flow, Portfolio Holding Company Cash Flow, Holding
Company Cash Flow, Cash Flow or funds withdrawn from Non-Operating Reserves;

                           (c) PROJECT DOCUMENTS; PENDING DISBURSEMENT.

                           (i) To the extent reasonably available, all Project

                  Documents relating to each Project to be funded in whole or
                  part with the proceeds of the proposed Disbursement, and

                           (ii) The Project Budget relating to each Project as
                  to which any proceeds from the proposed Disbursement may be
                  applied;

                           (d) PARTIES TO PROJECT DOCUMENTS. A list of all
Participants included as a party in each Project Document referred to in
subsection (c), a summary of each such Participant's proposed activities in
connection therewith, and if requested by OPIC, such background information
regarding each such Participant as the Financing Parties have developed or
otherwise obtained; and

                           (e) OPIC REQUESTED INFORMATION. Such other
certificates (including such updated incumbency certificates of Authorized
Officers of the Financing Credit Parties), opinions, agreements and documents,
each satisfactory to OPIC in form and substance, as it may reasonably request.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

                  Unless OPIC otherwise agrees in writing, and except as
expressly set forth in Section 9.13, so long as the Loan Commitment remains
outstanding and until all amounts due and to become due hereunder and under the
Notes have been paid in full, the Fund, the Holding Company and the Managing
Member each covenant and agree to, and to cause the Fund Manager (if any) and
each other Financing Party to, comply with the following covenants and
agreements:



                                       64
<PAGE>   71

                  SECTION 6.1. IMPLEMENTATION.

                           (a) On or prior to the date hereof:

                                    (i) the Financing Parties shall cause the
                  Organizers to deliver to OPIC fully executed copies of
                  Subscription Agreements pursuant to which the Organizers and
                  TPG commit to acquire beneficial ownership interests in the
                  Fund, and to make capital contributions in connection
                  therewith in an aggregate amount of not less than the
                  Organizer Commitment; and

                                    (ii) the Fund shall issue and deliver to
                  OPIC the Replacement Note in exchange for the delivery by OPIC
                  of the Original Note which shall be marked canceled.

                           (b) The Financing Parties shall ensure that (i)
interests in the Managing Member are offered only to the Organizers, and (ii)
interests in the Fund are acquired only by the Persons who have executed
Subscription Agreements, copies of which shall have been furnished to OPIC in
accordance with this Agreement, and (iii) all of such interests are acquired
only by Persons that are reasonably acceptable to OPIC. Each of the Financing
Parties represents that each Person who acquires an interest in the Managing
Member or the Fund is an "accredited investor" as defined in Regulation D under
the Securities Act of 1933, as amended, and acquired such interest in an
offering exempt from registration thereunder.

                  SECTION 6.2. OPERATIONS.

                           (a) The Financing Parties shall ensure that the Loan
proceeds and the capital contributions arising from the Equity Commitments, as
well as all Cash Flow, are applied exclusively for Permitted Uses in accordance
with this Agreement.

                           (b) Each of the Financing Parties shall duly and
punctually perform its respective obligations under this Agreement and each of
the other Financing Documents to which it is a party, and each shall conduct its
respective operations on the basis of customary commercial practice and
arm's-length arrangements, with due diligence and efficiency and under the
supervision of qualified and experienced management.

                           (c) The Fund shall invest and reinvest only in
Projects that have Qualified Use Commitments, except for Projects that are
included in the 15% Pocket and as to which the Funded Investment in all such
Projects included in the 15% Pocket does not at any one time exceed 15% of
Available Capital.

                           (d) The Fund shall cause each Portfolio Holding
Company and Portfolio Company to conduct its operations on the basis of
customary commercial practice and arm's-length arrangements, with due diligence
and efficiency and under the supervision of qualified and experienced
management. The Fund shall cause each Project to be held in a separate Portfolio



                                       65
<PAGE>   72

Company except where OPIC has consented, in its sole discretion, to multiple
Projects being held in a single Portfolio Company. The Fund may, subject to the
terms and conditions of this Agreement, structure its investment in Portfolio
Companies by establishing Portfolio Holding Companies organized in a
jurisdiction within or outside the Loan Regions.

                           (e) Each Portfolio Security acquired directly or
indirectly by the Fund shall represent an interest in an operating business
(which for purposes of this clause shall include a business engaged in the
acquisition, development, leasing, sale, operation and management of real estate
and interests therein), (i) substantially all of the revenues of which are
derived from assets located, and operations conducted, in one or more Eligible
Countries and (ii) that does not involve, as a primary activity, the purchase
and sale of Securities. Substantially all of the proceeds of the acquisition of
Portfolio Securities by a Financing Credit Party shall be applied to fund
operations in an Eligible Country or Countries.

                  SECTION 6.3. MAINTENANCE OF RIGHTS AND COMPLIANCE WITH LAWS.

                           (a) Each of the Financing Credit Parties shall: (i)
maintain its status as a duly formed and/or organized limited partnership,
limited liability company, corporation, or other legal entity, as applicable,
under the laws of a jurisdiction permitted in accordance with this Agreement or
otherwise approved by OPIC and its right to carry on its operations; (ii)
whenever in its power to do so, acquire, maintain, exercise and renew all
rights, contracts, powers, privileges, leases, and franchises necessary for the
conduct of its business and the performance of its obligations hereunder and
under the other Financing Documents; (iii) conduct its business, and use
reasonable efforts to cause each Portfolio Company it does not control to
conduct its business, in compliance in all material respects with all applicable
laws, regulations and directives of Governmental Authorities having force of
law, including applicable environmental standards; and (iv) duly pay or provide
for payment before they become overdue all Taxes, assessments and other
government charges levied or imposed in any jurisdiction upon its property,
earnings or business, or the property, earnings or business of any Portfolio
Holding Company or Portfolio Company, that if not paid would reasonably be
expected to have a Fundamental Material Adverse Effect, except amounts being
contested in good faith by appropriate proceedings diligently pursued and for
which adequate reserves have been established.

                           (b) Each Financing Credit Party shall cause all
transactions, negotiations and agreements between a Financing Credit Party, the
Managing Member or the Fund Manager (if any), on the one hand, and any foreign
or domestic Person, on the other hand, to be made in compliance with applicable
Corrupt Practices Laws. Each Financing Credit Party shall use reasonable efforts
to cause all transactions, negotiations and agreements between each Portfolio
Company it does not control, on the one hand, and any foreign or domestic
Person, on the other hand, to be made in compliance with applicable Corrupt
Practices Laws.



                                       66
<PAGE>   73

                  SECTION 6.4. CONSENTS AND APPROVALS.

                           (a) The Fund and the Holding Company each shall
obtain and at all times maintain, and shall cause each Portfolio Holding Company
and each Controlled Portfolio Company to obtain and maintain in full force and
effect, all material Consents and Approvals (including, but not limited to,
those listed in SCHEDULE 5.9, as it may be amended from time to time in
accordance herewith,) necessary for the performance by each of the Financing
Credit Parties of this Agreement, the Notes, and each of the other Financing
Documents to which it is or will be a party.

                           (b) Subject to the terms and conditions of this
Agreement, the Fund shall cause the proceeds of each Disbursement invested in or
otherwise made available to a Portfolio Company (including all amounts withdrawn
from Non-Operating Reserves), and shall cause the amounts of Portfolio Company
Cash Flow, Portfolio Holding Company Cash Flow, Holding Company Cash Flow and
Cash Flow reinvested or otherwise made available to a Portfolio Company, to be
duly registered or recorded with the appropriate Governmental Authority of the
Host Country, where required, and shall commence and use its commercially
reasonable best efforts to obtain within thirty (30) days after reinvesting or
otherwise making such amounts available to a Portfolio Holding Company or a
Portfolio Company, all foreign exchange Consents and Approvals required for the
payment in Dollars of all Portfolio Holding Company Cash Flow and Portfolio
Company Cash Flow that may be derived from such Portfolio Holding Company or
Portfolio Company and that may be due hereunder and under the Notes. The Fund
shall furnish OPIC with a copy of each such Consent and Approval.

                           (c) The Fund shall deliver to OPIC copies (along with
English translations for each document not prepared in English) certified by an
Authorized Officer of the Fund as true and complete copies and in full force and
effect of each material additional Consent and Approval obtained from any
Governmental Authority or other Person in connection with the operation of each
Project (i) which is of a nature expressly required to be delivered in
accordance with the provisions of this Agreement or (ii) promptly following
OPIC's request therefore in the case of any Consent and Approval not otherwise
expressly required to be delivered pursuant to this Agreement.



                                       67
<PAGE>   74

                  SECTION 6.5. MAINTENANCE OF INSURANCE.

                           (a) The Fund shall maintain or cause to be maintained
in effect such public liability and other insurance on its property and business
as is in accordance with sound commercial practice for the business in which the
Fund is engaged and from such insurers as shall be selected by the Managing
Member and approved by OPIC (such approval not to be unreasonably withheld).
Such insurance shall be in such amount as the Fund would, in the prudent
management of its operations, maintain or as would customarily be maintained by
others similarly situated in respect of activities similar to the Fund's
business. The Fund shall also carry worker's compensation insurance, disability
benefits insurance, and such other forms of insurance which the Fund is required
by applicable law to provide, covering loss resulting from injury, sickness,
disability, or death of the employees of the Fund, if any, except, subject to
OPIC's approval, to the extent the Fund can become a qualified self-insurer
under applicable law.

                           (b) The Fund shall only invest (or reinvest) in
Projects to acquire or develop real properties if property and casualty
insurance therefor can be obtained on commercially reasonable terms that, in the
good faith opinion of the Managing Member, adequately protects the properties
from standard fire and other casualty risks; the Fund may cause each Controlled
Portfolio Company to require, in any lease in respect of a Project, that such
insurance may be provided by the lessee (with the Controlled Portfolio Company
named as an additional insured as its interest may appear), PROVIDED, HOWEVER,
that a lessee may self-insure if its shareholders' equity exceeds $100,000,000
or, if the lessee is a governmental entity, the Managing Member certifies that
its inquiry has determined that such governmental entity has financial resources
adequate to provide such self-insurance. All property and casualty insurance
proceeds received by the Fund, the Holding Company, a Portfolio Holding Company
and/or a Controlled Portfolio Company shall be maintained in a Charged Account
of the relevant Financing Credit Parties in accordance with the Security
Documents, and such proceeds that are not applied and/or committed to be applied
within one hundred eighty (180) days after such receipt to the repair or
replacement of the subject Project shall promptly be remitted to the Cash
Retention Fund Sub-Account in accordance with this Agreement and the Retention
Agreement.

                           (c) On or before the Restructuring Disbursement Date
and thereafter concurrently with the Fund's submission of its audited Financial
Statements to OPIC in accordance with Section 6.7 until all obligations of the
Fund hereunder and under the Financing Documents shall have been paid in full,
the Fund shall furnish to OPIC a certificate signed by a duly authorized
representative of each insurer, showing the insurance then maintained by the
Fund and each Controlled Portfolio Company pursuant to this Section 6.5 and a
certificate signed by an Authorized Officer of the Fund stating that such
insurance complies with the terms hereof. The Fund shall cause the insurers with
whom it maintains such insurance to agree to advise the Fund and OPIC in writing
promptly of any default in the payment of any premiums or any other act or
omission on the part of the Fund or the subject Controlled Portfolio Company of
which they have knowledge and which might invalidate or render unenforceable, in
whole or in part, any such insurance and not to cancel such insurance without
first giving OPIC (i) ten (10) days prior notice of such cancellation, in the



                                       68
<PAGE>   75

event of cancellation due to non-payment of any premiums, or (ii) thirty (30)
days prior notice of such cancellation, in the event of cancellation due to any
other reason.

                           (d) In the event the Fund or any Controlled Portfolio
Company fails to take out or maintain the full insurance coverage required by
this Agreement, OPIC, upon thirty (30) days' written notice (unless the
aforementioned insurance would lapse within such period or such other event as
would lessen the security for the Loan would occur, in which event notice shall
be given as soon as reasonably possible) to the Fund of any such failure on its
part, may (but shall not be obligated to) obtain the required insurance and pay
the premiums thereon and any other charges due in connection therewith. All
amounts so paid by OPIC shall become an additional obligation of the Fund to
OPIC, and the Fund shall forthwith pay such amounts to OPIC, together with
interest thereon at the default rate specified in Section 2.3(c) from the date
so paid.

                  SECTION 6.6. ACCOUNTING AND FINANCIAL MANAGEMENT.

                           (a) Each of the Fund, the Holding Company, the
Portfolio Holding Companies and the Controlled Portfolio Companies shall (i)
maintain adequate management information and cost control systems with respect
to its operations, (ii) maintain a system of accounting consistent with its
operations and systems of accounting customarily maintained by others similarly
situated, (iii) prepare its Financial Statements in accordance with U.S. GAAP,
(iv) engage independent internationally-recognized accountants reasonably
satisfactory to OPIC, (v) notify OPIC of any proposed change in such accountants
and the reason therefor, and (vi) upon OPIC's reasonable request to the Fund,
instruct such accountants to communicate directly with OPIC regarding its
accounts and operations. Without limiting the foregoing, the Fund, the Holding
Company, the Portfolio Holding Companies and the Controlled Portfolio Companies
shall maintain the systems described in clauses (i) and (ii), and related
management and accounting policies, in a manner adequate to ensure compliance
with applicable Corrupt Practices Laws.

                           (b) Each of the Fund, the Holding Company, the
Portfolio Holding Companies and the Controlled Portfolio Companies shall make
arrangements reasonably satisfactory to OPIC for overseeing their financial
operations, including cash management, accounting and financial reporting, and
for overseeing its relationship with its lenders and independent accountants;
such arrangements may include, but shall not be limited to, employing a chief
financial officer. The Managing Member shall manage the Fund, including all of
the Fund's business and assets, unless and until the Fund shall have engaged a
Fund Manager subject to the terms and conditions of this Agreement and the Fund
Operating Agreement. In the event such Fund Manager shall cease to act in such
capacity, the Managing Member shall resume its obligations to manage the Fund
unless and until a successor to such Fund Manager is engaged by the Managing
Member.

                  SECTION 6.7. FINANCIAL STATEMENTS AND OTHER INFORMATION.

                  At its sole cost the Fund shall furnish to OPIC each of the
following documents:



                                       69
<PAGE>   76

                           (a) Within 60 days after the end of each fiscal
quarter of each Fiscal Year, (i) a copy of its unaudited Financial Statements,
certified by the chief financial officer of the Fund as being complete and
correct, together with such officer's certificate that his or her review has not
disclosed the existence of an Event of Default, or an event or condition that
with the passage of time or the giving of notice, or both, would constitute an
Event of Default, or, if any such event or condition then exists, specifying the
nature and period of existence thereof and what action the Fund has taken or
proposes to take with respect thereto; (ii) a narrative description of material
events affecting the Fund and its investments during such quarter; and (iii) an
Investment Report, certified by the chief financial officer of the Fund as being
complete and correct;

                           (b) Within 120 days after the end of each Fiscal
Year, (i) a copy of its audited Financial Statements, together with a
certificate by the independent accountants reporting thereon describing briefly
the scope of their examination (which shall include a review of the relevant
terms of this Agreement) and certifying whether their examination has disclosed
the existence of an Event of Default, or an event or condition that, with the
passage of time or the giving of notice, or both, would constitute an Event of
Default, and if so, specifying the nature and period of existence thereof and
(ii) a brief description of each Project and Portfolio Company in which the Fund
has invested, which description may be made publicly available by OPIC;

                           (c) Within 60 days after the end of each Fiscal Year,
a report certified by an Authorized Officer of the Fund setting forth in
reasonable detail all transactions between the Fund, the Holding Company, the
Managing Member, each Portfolio Holding Company and/or each Portfolio Company,
on one hand, and either Organizer and/or any of their respective Affiliates, on
the other hand; and

                           (d) Copies of all reports submitted to the Advisory
Board and to the Independent Advisory Board Committee and of all other annual or
interim audit reports submitted to the Fund by its independent accountants and
such other information and data with respect to its operations (including
supporting information as to compliance with this Agreement) as OPIC may
reasonably request from time to time, including such information and documents
as may be required under Section 6.8(a).

                           (e) Each Fund Budget, Project Budget and Modification
of any thereof in accordance with the requirements of Section 3.2(a) of the
Retention Agreement and of this Agreement.

                  SECTION 6.8. ACCESS TO RECORDS; INSPECTION; MEETINGS.

                           (a) Each of the Financing Credit Parties shall, upon
request of OPIC and reasonable notice, give, or cause to be given, to any
representatives of OPIC, access during normal business hours to, and permit them
to examine, copy and make extracts from, any and all records and documents in
its possession or subject to its control relating to its operations or the
financial affairs of any of Financing Party and to inspect any of its
facilities. Each of the Financing Credit Parties shall use reasonable efforts to
provide OPIC and its representatives with such access and such ability



                                       70
<PAGE>   77

to make extracts, copies and inspections of facilities of any Portfolio Company
not controlled by the Financing Credit Parties. Subject to applicable law, OPIC
shall treat the information contained in such records and documents and received
in such meetings, or otherwise received from the Financing Credit Parties, as
proprietary confidential information not to be disclosed to other Persons except
as required by applicable law.

                           (b) The Fund shall give OPIC not less than 15 days'
notice of, and, as set forth in Section 6.8(e), shall permit a representative of
OPIC to attend, each meeting of the Members and of the Advisory Board. The Fund
shall conduct a meeting of the Advisory Board at least twice in each calendar
year.

                           (c) The Advisory Board shall (i) review valuations of
the Fund's investments prepared by the Managing Member or Fund Manager, if any
(PROVIDED, HOWEVER, that nothing in this clause shall require that the Advisory
Board approve such valuations), and (ii) consult generally with the Managing
Member on the Fund's progress in achieving the Investment Objectives.

                           (d)

                                    (i) The size of the Advisory Board shall be
                  determined by the Managing Member, PROVIDED, HOWEVER, that at
                  least three members of the Advisory Board shall be Persons who
                  are (A) selected by the Organizers with OPIC's prior written
                  consent (not to be unreasonably withheld) and (B) not
                  officers, directors, employees, contractors, agents or
                  Affiliates of the Managing Member, either of the Organizers or
                  any of their respective Affiliates.

                                    (ii) Each transaction between either of the
                  Organizers (or their respective Affiliates), on one hand, and
                  the Fund, the Holding Company, any Portfolio Company or any
                  Portfolio Holding Company, on the other hand, (A) will be
                  conducted on an arms-length basis, and (B) will, prior to
                  commencement of such transaction, be demonstrated by
                  reasonable supporting documentation to be, including by a
                  written certification of an Authorized Officer of the Managing
                  Member, on commercially reasonable terms.

                                    (iii) The terms of each such transaction
                  referred to in clause (ii), including pricing, will require
                  the prior written approval of a majority of the members of a
                  committee of the Advisory Board (the "Independent Advisory
                  Board Committee"), comprising the members who are not
                  officers, directors, employees, contractors, agents or
                  Affiliates of the Managing Member, either of the Organizers or
                  any of their respective Affiliates. Such committee shall have
                  exclusive authority to determine whether a transaction is
                  subject to the requirements of this Section 6.8(d).



                                       71
<PAGE>   78

                                    (iv) The Independent Advisory Board
                  Committee shall have exclusive authority to make all decisions
                  on behalf of the Fund in accordance with Section 4(e) of the
                  Indemnity Agreement

                                    (v) The Fund shall promptly deliver to all
                  of the members of the Independent Advisory Board Committee and
                  to OPIC a full and complete copy of all proposed and final
                  agreements and other material documents (including all
                  amendments and/or modifications thereto from time to time)
                  relating to each transaction subject to subsection (ii) above.

                           (e) The Fund shall appoint OPIC's designated officer
to the Advisory Board and the Independent Advisory Board Committee to serve as
OPIC's non-voting, ex officio representative, and shall permit a Qualified
Representative (as hereafter defined) of OPIC to observe any meetings or
proceedings of the Advisory Board and of the Independent Advisory Board
Committee. The Fund may exclude such Qualified Representative from the portion
of any such meeting at which only confidential and proprietary information in
respect to (i) prospective investments of the Fund in a Project, (ii)
prospective lessees or purchasers of such a Project, or (iii) prospective
Participants in such a Project, in each case in which such Project, lessee,
purchaser or Participant has not yet been submitted for OPIC approval, are being
considered. The term "Qualified Representative" shall mean any specified
individuals employed by an advisor engaged by OPIC which advisor has executed an
agreement with OPIC, a copy of which has been furnished by OPIC to the Fund, in
which such advisor has agreed, subject to usual and customary conditions, not to
(i) disclose any confidential, proprietary information obtained from the Fund or
the members of the Advisory Board or the Independent Advisory Board Committee to
Persons other than OPIC and its counsel or (ii) use such information for its own
account or the account of any Person other than in respect to its advisory
services to OPIC.

                  SECTION 6.9. NOTICE OF DEFAULT AND OTHER MATTERS. The Fund
shall immediately notify OPIC of each of the following occurrences, events and
conditions:

                           (a) the occurrence of each Event of Default and of
each event or condition that with the passage of time or the giving of notice,
or both, could reasonably be expected to constitute an Event of Default;

                           (b) each action, suit, and other legal or arbitral
proceeding against the Managing Member, the Fund, the Holding Company, any
Portfolio Holding Company, any Portfolio Company, the Fund Manager, if any, or
any threat of any thereof of which any Financing Party has knowledge, that
involves claims aggregating more than the equivalent of $500,000;

                           (c) any pending or threatened governmental
investigation of any Financing Party as to which any Financing Party has
knowledge;

                           (d) the failure of any representation or warranty
contained in Article III to be correct in any material respect;



                                       72
<PAGE>   79

                           (e) each material breach (of which any Financing
Party has knowledge) by a Portfolio Company or a Portfolio Company Affiliate of
the Worker Rights Requirements, Environmental Requirements or Corrupt Practices
Laws;

                           (f) each written claim made to a Financing Credit
Party for payment under an indemnity provision for more than the equivalent of
$500,000;

                           (g) the actual termination, or the giving by any
party of notice of termination, of any agreement providing for the management of
the Fund or its assets, including any agreement involving the Fund Manager, if
any; and

                           (h) the occurrence of any other condition or event
(including government action but not including general economic, social or
political conditions) that could reasonably be expected to have a Fundamental
Material Adverse Effect.



                                       73
<PAGE>   80

                  SECTION 6.10. SECURITY DOCUMENTS.

                           (a) PORTFOLIO SECURITIES AND PORTFOLIO HOLDING
COMPANY SECURITIES. As soon as practicable but not later than sixty (60)
Business Days after each Disbursement the proceeds of which were invested in
Portfolio Securities or Portfolio Holding Company Securities, not later than
sixty (60) Business Days after the date of each investment in Portfolio
Securities or Portfolio Holding Company Securities with funds withdrawn from
Non-Operating Reserves, and not later than sixty (60) Business Days after the
date of each reinvestment of Portfolio Company Cash Flow, Portfolio Holding
Company Cash Flow, Holding Company Cash Flow or Cash Flow by or on behalf of the
Fund in Portfolio Securities or Portfolio Holding Company Securities, the Fund
shall: (i) deliver to OPIC or its designated Collateral Agent in the applicable
Host Country original certificates evidencing all of such issued and outstanding
Portfolio Securities and Portfolio Holding Company Securities, in each case to
the extent certificated, which certificates shall be in form suitable for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, as OPIC shall specify; (ii) deliver all
Consents and Approvals from appropriate Governmental Authorities required as a
condition to transfer of such Portfolio Securities and Portfolio Holding Company
Securities, in form and substance satisfactory to OPIC in its sole discretion;
(iii) execute and deliver to OPIC (or its designated Collateral Agent) such
other Security Documents (which shall be in full force and effect) relating to
such Portfolio Securities and Portfolio Holding Company Securities and the
subject Portfolio Company and Portfolio Holding Company, in form and substance
acceptable to OPIC, as OPIC shall require including executed but undated letters
of resignation by the officers and directors (or other comparable officials) of
Controlled Portfolio Companies (to the extent appointed by the Financing
Parties) and Portfolio Holding Companies; and (iv) provide evidence, in form and
substance satisfactory to OPIC, in its sole discretion, that all Security
Documents relating to Portfolio Securities and Portfolio Holding Company
Securities (and any other documents or instruments as may be required by
applicable jurisdictions) have been duly filed, registered and recorded in every
jurisdiction (and with each Governmental Authority) in which or with which such
filing, registration or recording is necessary or advisable to provide OPIC with
the rights thereunder and to make the Liens in favor of a Collateral Agent for
the benefit of OPIC meet the applicable requirements of Section 3.5 on all
assets of the relevant pledgor thereunder covered thereby. All expenses in
connection with the preparation, filing and recording of any such Security
Documents, as well as OPIC's reasonable attorneys' fees and disbursements in
reviewing such other Security Documents, shall be for the account of the Fund
and will be paid by the Fund within three (3) Business Days after demand, in
accordance with Section 2.9(a).

                           (b) INTERIM SECURITIES. Contemporaneously with the
purchase of Interim Securities (whether with Disbursement proceeds, with funds
withdrawn from Operating and/or Non-Operating Reserves, or with Cash Flow,
Holding Company Cash Flow, Portfolio Holding Company Cash Flow or Portfolio
Company Cash Flow), the Fund and the Holding Company shall pledge the same to
and/or create Liens thereon in favor of a Collateral Agent for the benefit of
OPIC that meet the applicable requirements of Section 3.5 pursuant to an
applicable Pledge Agreement. The Fund at its sole cost shall cooperate with OPIC
and take all actions necessary or advisable to, and shall provide OPIC with
satisfactory evidence of, the attachment, creation and effectiveness of each
Lien



                                       74
<PAGE>   81

on all Interim Securities, which Interim Securities shall be held on OPIC's
behalf by one or more Collateral Agents, PROVIDED, HOWEVER, that as long as no
Event of Default shall have occurred and be continuing, and subject to the
provisions of Section 7.17, Interim Securities may, in accordance with the
Retention Agreement, be liquidated from time to time in the sole discretion of
the Managing Member and the proceeds thereof used for any Permitted Use in
accordance with this Agreement.

                           (c) MEMBER INTERESTS AND HOLDING COMPANY SECURITIES.
The Member Interests held by the Managing Member, the Special Member, TPG or
their respective Affiliates, and the Holding Company Securities, may be
evidenced by certificates issued by the Fund or the Holding Company, as
applicable, which certificates, if issued, shall be expressly assignable to OPIC
under the terms of the Fund Operating Agreement and the Charter Documents of the
Holding Company, as applicable, and shall be delivered to OPIC or its Collateral
Agent in pledge, either (i) accompanied by duly executed instruments of transfer
or assignment in blank, or (ii) in form suitable for transfer by delivery and
endorsed to OPIC or its Collateral Agent, as OPIC shall specify. The Fund shall
ensure that no further interests in the Holding Company (other than those issued
to the Fund) are issued at any time.

                           (d) FURTHER ASSURANCES. The Fund at its sole cost
shall take all actions necessary or advisable as are determined by OPIC in its
sole discretion, to maintain each Security Document in full force and effect and
enforceable in accordance with its terms, including (i) all notarizations,
registrations, filings and recordation, (ii) payments of all fees and other
charges required to maintain such Security Documents in full force and effect
and enforceable in accordance with their terms, (iii) execution and delivery or
issuance of supplemental documentation, including continuation statements and
any amendments to any Security Document, (iv) except as expressly permitted by
Section 7.1, discharge of all claims or other Liens adversely affecting the
rights of OPIC in the property or interests subject to any Security Document,
(v) publication or other delivery of notice to third parties, (vi) deposit of
title documents, and (vii) taking all steps (x) to create, preserve, perfect,
protect or enforce each Lien in favor of a Collateral Agent for the benefit of
OPIC in accordance with Section 3.5 on (A) all tangible assets of each Financing
Credit Party, including all Holding Company Securities, Portfolio Securities,
Portfolio Holding Company Securities and Interim Securities (with a Collateral
Agent in physical possession of such Holding Company Securities, Portfolio
Securities, Portfolio Holding Company Securities, and Interim Securities), (B)
all intangible assets of each Financing Credit Party, including receivables due
to the Fund, the Holding Company, any Controlled Portfolio Companies or
Portfolio Holding Companies from Portfolio Companies, (C) all after-acquired
assets of each Financing Credit Party, and (D) all Real Estate Assets and
material personal property of each Controlled Portfolio Company, including all
cash, Permitted Portfolio Company Investments and leases and Purchase Contracts
by the Controlled Portfolio Company of its real property to lessees and
purchasers, or (y) to ensure that all property acquired by any Financing Credit
Party is subject to such a Lien.

                  Without limiting the generality of the foregoing paragraph, in
the event any Governmental Authority issues or adopts new laws, decrees,
resolutions, orders, procedures or rules relating to the creation, preservation,
registration, perfection, protection or enforcement of security interests in
assets of the same character as those covered by the Security Documents, or
issues any



                                       75
<PAGE>   82

clarifications of existing laws, decrees, resolutions, orders, procedures or
rules relating to the same, the Fund shall (at the Fund's expense) execute and
deliver all such additional amendments, assignments, certificates, instruments,
notifications, or other documents and give further assurances and do all such
other acts and things as OPIC shall reasonably request or as may be provided for
in such new laws, decrees, resolutions, orders, procedures or rules or any
clarifications of the same, to create, preserve, register, perfect, protect or
enforce the security interest provided for in the Security Documents. All such
actions shall be commenced by the Fund and the Fund shall use its commercially
reasonable best efforts to complete such actions within the lesser of (x) thirty
(30) days after any such law, decree, order, procedure, resolution, rule or
clarification takes effect or is published, or (y) such shorter time period as
may be established in such law, decree, order, procedure, resolution, rule or
clarification. All expenses in connection with the foregoing actions, including
all filing and recording fees relating to any Security Documents, as well as
OPIC's reasonable attorneys' fees and disbursements in reviewing such actions
and Security Documents, shall be for the account of the Fund and will be paid by
the Fund within three (3) Business Days after demand, in accordance with Section
2.9(a).

                  SECTION 6.11 ENVIRONMENTAL COMPLIANCE. Each of the Financing
Credit Parties shall comply with, and shall use reasonable efforts to cause each
Portfolio Company it does not control to comply with, and to conduct its
business and operations and otherwise to hold assets, equipment, property,
leaseholds, and other facilities in compliance with, the provisions of all
applicable Environmental Requirements.

                  SECTION 6.12. SUBMISSION OF INFORMATION ON PORTFOLIO
COMPANIES.

                           (a) SUBMISSION OF INFORMATION.

                                    (i) As soon as practical prior to the
                  projected date of any investment by a Portfolio Holding
                  Company in Portfolio Securities, the Fund shall notify OPIC of
                  such proposed investment and shall provide OPIC with such
                  information about the proposed investment as OPIC may request
                  to assist OPIC in determining whether such proposed investment
                  is consistent with the OPIC Requirements. Such information
                  shall include (A) a description of the structure of, and
                  Project Budget for the proposed investment, (B) the benefits
                  to the U.S. resulting from the investment in such Target
                  Portfolio Company or Portfolio Company Affiliates, as the case
                  may be, (C) each country in which the Target Portfolio Company
                  or Portfolio Company Affiliate operates, and (D) information
                  respecting (1) each Person, if any, in addition to the Target
                  Portfolio Company, in which the Fund will acquire an indirect
                  interest as a result of such investment and (2) each
                  Participant in such investment.



                                       76
<PAGE>   83

                                    (ii) From time to time, the Fund shall,
                  promptly upon OPIC's request, submit to OPIC additional
                  information about the proposed investment in such form and
                  detail as OPIC shall request. Without limiting the foregoing,
                  the Fund shall, at OPIC=s request, use all commercially
                  reasonable efforts to obtain relevant information concerning
                  compliance by each applicable Person with Environmental
                  Requirements and Worker Rights Requirements, and shall
                  promptly deliver to OPIC all such information obtained by the
                  Fund.

                                    (iii) The Fund shall deliver an Portfolio
                  Acquisition Certificate to each of OPIC and its Collateral
                  Agent, (A) prior to each investment in Approved Portfolio
                  Securities by a Financing Party, and (B) upon acquisition of
                  any Involuntary Securities by a Financing Party.

                           (b) COMPLIANCE; MONITORING.

                                    (i) The Financing Parties shall use all
                  reasonable efforts, through their participation in, or
                  influence on, the management of a Portfolio Company, to cause
                  (and in the case of a Controlled Portfolio Company, the
                  Financing Parties shall cause) each Portfolio Company and its
                  Portfolio Company Affiliates to (A) comply with, and to
                  maintain all permits, licenses, certificates and approvals
                  required by, applicable Environmental Requirements, (B) comply
                  with applicable Corrupt Practices Laws, and (C) comply with
                  applicable Worker Rights Requirements.

                                    (ii) Each of the Financing Credit Parties
                  shall cooperate with OPIC in monitoring the performance of
                  each Portfolio Company and its Portfolio Company Affiliates in
                  respect of the OPIC Requirements, including Environmental
                  Requirements and Worker Rights Requirements, and shall use
                  commercially reasonable efforts to obtain (and shall promptly
                  deliver to OPIC) such additional information as OPIC shall
                  from time to time request respecting compliance or
                  non-compliance by each Portfolio Company or if applicable, its
                  Portfolio Company Affiliates, with the OPIC Requirements.

                           (c) ENVIRONMENTAL REMEDIATION.

                                    (i) If the applicable Consent Notice was
                  delivered following an Expedited Review, and in a subsequent
                  written notice OPIC requires the preparation of a Remediation
                  Plan, the Fund shall (unless the Fund elects by written notice
                  to OPIC to sell or otherwise dispose of the applicable
                  Portfolio Securities and actually consummates such sale or
                  disposition within six (6) months from the date of such
                  written notice to OPIC), (A) promptly submit to OPIC for its
                  review a draft Remediation Plan, and cooperate with OPIC to
                  make such modifications to such plan as OPIC shall require,
                  and (B) use all commercially reasonable efforts to cause the
                  Portfolio Company, or if applicable, its Portfolio Company
                  Affiliates, to adopt and implement the Remediation Plan in the
                  form as approved by OPIC.



                                       77
<PAGE>   84

                                    (ii) If in any applicable Consent Notice
                  OPIC requires the preparation of a Remediation Plan, the Fund
                  shall (unless the Fund elects not to make the proposed
                  investment) (A) prior to consummating the proposed investment,
                  enter into a binding agreement with the Target Portfolio
                  Company, providing for the adoption and implementation of a
                  Remediation Plan, (B) promptly submit to OPIC for its review a
                  draft Remediation Plan, and cooperate with OPIC to make such
                  modifications to such plan as OPIC shall require, and (C) use
                  all commercially reasonable efforts, including the enforcement
                  of related rights under the agreement described in clause (A),
                  to cause the Portfolio Company or if applicable, its Portfolio
                  Company Affiliates, to adopt and implement the Remediation
                  Plan in the form as approved by OPIC.

                           (d) DIVESTITURE.

                                    (i) Whether or not OPIC shall have required
                  the preparation of a Remediation Plan pursuant to Section
                  6.12(c)(i), if OPIC reasonably determines that the operations
                  of a Portfolio Company (or Portfolio Company Affiliate) in
                  which the Financing Credit Parties' investment was made
                  following an Expedited Review pose an unreasonable or major
                  environmental, health or safety risk, the Financing Credit
                  Parties shall, upon receipt of written notice of such
                  determination, sell or otherwise dispose of the applicable
                  Portfolio Securities as soon as it is feasible to do so on a
                  commercially reasonable basis.

                                    (ii) Without limiting OPIC's rights under
                  Section 8.2, if OPIC determines (A) that (1) information
                  delivered to OPIC pursuant to Section 6.12(a) contained a
                  material misstatement of fact or failed to state a material
                  fact or any fact necessary to make such information not
                  materially misleading, and (2) had such information been
                  correct and complete, OPIC would not have issued the related
                  Consent Notice, or (B) that, as a result of a change in
                  circumstances from those described in the information
                  delivered to OPIC pursuant to Section 6.12(a) and in the
                  Portfolio Acquisition Certificate, the Portfolio Company (or
                  Portfolio Company Affiliate) fails in a material respect to
                  comply with the OPIC Requirements, the Financing Credit
                  Parties shall, upon receipt of written notice of such
                  determination, sell or otherwise dispose of the applicable
                  Portfolio Securities as soon as it is feasible to do so on a
                  commercially reasonable basis.

                  SECTION 6.13. CASH RETENTION FUND SUB-ACCOUNT. Except as
otherwise expressly permitted by Section 7.3, the Holding Company shall deposit
promptly into the Cash Retention Fund Sub-Account all amounts the Holding
Company receives from or relating to the Portfolio Companies, including interest
and principal payments, dividends, proceeds from the sale or other financing of
Portfolio Securities, Portfolio Holding Company Securities, Portfolio Companies
or their assets, and any other funds.



                                       78
<PAGE>   85

                  SECTION 6.14. PROCEEDS FUND SUB-ACCOUNT. The Fund shall
promptly deposit the proceeds of each Disbursement and of the capital
contributions obtained through the funding of the Equity Commitments in the
Proceeds Fund Sub-Account.

                  SECTION 6.15. CERTAIN CALCULATIONS.

                           (a) CALCULATIONS.

                                    (i) On or before the Notification Date
                           following the end of each Fiscal Year, the Fund shall
                           forward to OPIC a reasonably documented calculation
                           of the Adjusted Present Value of all Performing
                           Leases and Purchase Contracts in respect to each
                           Project in its portfolio as of December 31 of such
                           Fiscal Year. Such calculation shall be accompanied by
                           a written verification thereof from the Fund's
                           independent auditors on the basis of and subject to a
                           written procedure reasonably acceptable to OPIC.

                                    (ii) On or before the Notification Date
                           following the end of each Fiscal Year, the Fund shall
                           notify OPIC, or shall cause OPIC to be notified, in
                           writing as to the following as of the end of such
                           Fiscal Year:

                                            (A) The Covered Sum;

                                            (B) The Loan Balance; and

                                            (C) The Shortfall Amount, if any.

                           (b) DEPOSIT. Within thirty days of the Notification
Date, the Fund shall cause a Person (other than any Financing Credit Party) to
make, or provide funds to the Fund to make, deposits in Dollars to the Cash
Retention Fund Sub-Account or the Dedicated Debt Service Reserve Sub-Account in
an amount equal to the Shortfall Amount.

                                   ARTICLE VII
                               NEGATIVE COVENANTS

                  Unless OPIC otherwise agrees in writing, and except as
expressly set forth in Section 9.13, so long as the Loan Commitment remains
outstanding and until all amounts due and to become due hereunder and under the
Notes have been paid in full, the Managing Member, the Holding Company and the
Fund each covenant and agree as follows:

                  SECTION 7.1 LIENS. Neither the Fund nor the Holding Company
shall create, assume, or otherwise permit to exist any Lien on any of its, and
none of the Fund, the Managing Member nor the Holding Company shall create,
assume or otherwise permit to exist any Lien on any Portfolio Holding Company's
or any Controlled Portfolio Company's, properties or assets, whether now owned
or hereafter acquired, or in any proceeds or income therefrom, except for:



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<PAGE>   86

                           (a) Liens created in favor of OPIC or a Collateral
Agent under the Security Documents;

                           (b) Liens for taxes or other statutory Liens securing
obligations incurred in the ordinary course of business that are (i) not more
than thirty (30) days overdue or (ii) being contested or litigated by the
relevant Financing Credit Party in good faith and for which adequate reserves
have been established in accordance with U.S. GAAP;

                           (c) any mechanic's, worker's or other like Liens (i)
on the assets of a Controlled Portfolio Company, (ii) arising by mandatory
provision of law, (iii) securing obligations incurred by such Controlled
Portfolio Company in the ordinary course of business, and (iv) that are (a) not
more than thirty (30) days overdue or (b) being contested or litigated by such
Controlled Portfolio Company in good faith and for which adequate reserves have
been established in accordance with U.S. GAAP;

                           (d) Liens (which may be first priority) (i) in favor
of Persons other than either Organizer and their respective Affiliates, (ii) on
the assets of a Controlled Portfolio Company, (iii) securing Indebtedness
incurred by such Controlled Portfolio Company on an arms-length basis in the
ordinary course of its business (it being agreed that development and operation
by a Controlled Portfolio Company of a Project shall be deemed in the ordinary
course of its business), (iv) the proceeds of which Indebtedness are applied to
the design, development, construction or other capital improvement of the assets
of such Controlled Portfolio Company or to refinance Indebtedness previously
applied to such purposes, and (v) as to which the aggregate amount of such
Indebtedness does not at any time exceed sixty percent (60%) of the total amount
of capital (including the proceeds of each of the Loan, the Equity Commitments
and such Indebtedness) invested at such time in such Controlled Portfolio
Company;

                           (e) Liens on the assets of a Financing Credit Party,
in favor of Persons other than either Organizer and their respective Affiliates,
not ranking prior to or pari passu with the Liens in favor of a Collateral Agent
for the benefit of OPIC or a Collateral Agent arising under the Security
Documents, which secure only Indebtedness of such Financing Credit Party allowed
under Section 7.2;

                           (f) easements, rights of way and other like
non-monetary Liens on the assets of a Controlled Portfolio Company, the
existence of which would not materially interfere with the realization of OPIC's
Lien on such assets;

                           (g) leases, offers to lease, binding commitments to
lease or Purchase Contracts entered into in accordance with this Agreement;

                           (h) Liens on Interim Local Securities of a Controlled
Portfolio Company that are pledged to a financial institution (not Affiliated
with either Organizer or any Affiliate of either Organizer) to secure the
obligations of such Controlled Portfolio Company under a letter of



                                       80
<PAGE>   87

credit issued by such financial institution, which letter of credit secures only
the obligations of such Controlled Portfolio Company under a bid or contract
entered into by such Controlled Portfolio Company in connection with its
development of a Project (it being agreed that notwithstanding anything to the
contrary contained in any Financing Document, such Interim Local Securities need
not be maintained in a Charged Account during the period of time they are
pledged to such financial institution in accordance with this subsection); and

                           (i) judgment Liens in favor of a Person not
Affiliated with either Organizer or any of their respective Affiliates that are
being litigated or contested in good faith by the relevant Financing Credit
Party and for which adequate reserves have been established in accordance with
U.S. GAAP.

                  SECTION 7.2. INDEBTEDNESS.

                           (a) Neither the Fund nor the Holding Company shall,
without the prior written consent of OPIC, incur, assume, guarantee, or permit
to exist or otherwise become liable for any Indebtedness, other than (i) the
Loan and other amounts payable to OPIC in accordance with the Financing
Documents, (ii) temporary Indebtedness, consisting of trade credit from service
providers, incurred in accordance with this Agreement and in the ordinary course
of business, (iii) in the case of the Fund, loans made by the Members which are
subject to the Subordination Agreement, (iv) in the case of the Fund,
Indebtedness to the Placement Agent, Remarketing Agent, Paying Agent and
Liquidity Facility Provider incurred in accordance with the Funding Documents
and (v) Indebtedness to OPIC or a Collateral Agent under the Security Documents.

                           (b) The Fund, the Holding Company and the Managing
Member shall not permit any Controlled Portfolio Company, without the prior
written consent of OPIC, to incur, assume, guarantee, or permit to exist or
otherwise become liable for any Indebtedness, other than (i) temporary
Indebtedness, consisting of trade credit from suppliers and contractors of
goods, furniture, equipment, fixtures and construction and other services,
incurred in accordance with this Agreement and in the ordinary course of
business, (ii) Indebtedness to the Fund, the Holding Company or a Portfolio
Holding Company, (iii) Indebtedness related to the acquisition, design,
financing, refinancing, development and/or construction and/or operation of a
Project incurred in accordance with this Agreement and in the ordinary course of
business and (iv) Indebtedness to OPIC or a Collateral Agent under the Security
Documents.

                           (c) The Fund, the Holding Company and the Managing
Member shall not permit any Portfolio Holding Company to incur, assume,
guarantee or permit to exist or otherwise become liable for any Indebtedness
other than (i) the Loan and other amounts payable to OPIC in accordance with the
Financing Documents, (ii) Indebtedness to the Fund, the Holding Company or other
Portfolio Holding Companies, (iii) temporary Indebtedness, consisting of trade
credit from service providers, incurred in accordance with this Agreement and in
the ordinary course of business, and (iv) Indebtedness to OPIC or a Collateral
Agent under the Security Documents.



                                       81
<PAGE>   88

                  SECTION 7.3. PAYMENTS AND DISTRIBUTIONS. Until all amounts due
or to become due hereunder and under the Notes have been paid in full:

                           (a) The Fund and the Holding Company shall not, and
the Fund, the Holding Company and the Managing Member shall not permit any
Portfolio Holding Company or Controlled Portfolio Company to, declare or make
any payments or distributions of Cash Flow, Holding Company Cash Flow, Portfolio
Holding Company Cash Flow or Portfolio Company Cash Flow to any Member, or
purchase, acquire, redeem or retire, directly or indirectly, any Member
Interest, at any time if any Event of Default, or event or condition that with
the passage of time or giving of notice, or both, would constitute an Event of
Default, exists or would be caused by, or would exist after giving effect to,
the making of such payment or distribution or any such purchase, acquisition,
redemption or retirement.

                           (b) The Fund and the Holding Company shall not, and
the Fund, the Holding Company and the Managing Member shall not permit any
Portfolio Holding Company or Controlled Portfolio Company to, declare or make
any payments or distributions of Cash Flow, Holding Company Cash Flow, Portfolio
Holding Company Cash Flow or Portfolio Company Cash Flow to any Member, or
purchase, acquire, redeem or retire, directly or indirectly, any Member Interest
through any such payment or distribution, and shall not permit any Portfolio
Holding Company or Controlled Portfolio Company to apply Portfolio Holding
Company Cash Flow or Portfolio Company Cash Flow, except for payments or
distributions (1) by a Controlled Portfolio Company to a Portfolio Holding
Company in respect of permitted Indebtedness of such Controlled Portfolio
Company to such Portfolio Holding Company or in accordance with such Portfolio
Holding Company's interests in such Controlled Portfolio Company, (2) by a
Portfolio Holding Company to the Holding Company, (3) by the Holding Company to
the Fund, (4) by a Portfolio Company in accordance with Section 7.3(c), or (5)
by the Fund, the Holding Company, a Controlled Portfolio Company or Portfolio
Holding Company for the purpose of applying all such payments and distributions
in accordance with this Agreement and in the following order:

                                    (i) To payment of Permitted Expenses;
                  thereafter

                                    (ii) To establishment and maintenance of
                  Operating  Reserves and  Non-Operating  Reserves; thereafter

                                    (iii) To purchase Securities, including
                  Portfolio Securities, and to apply the proceeds thereof to
                  other Permitted Uses, subject in each case to the provisions
                  of this Agreement; thereafter

                                    (iv) During the Investment Period and
                  thereafter to the extent permitted by Section 7.10(c)(ii),
                  Remaining Cash Flow for each Fiscal Year shall be applied in
                  accordance with Sections 7.3(b)(iv)(A) and (B) in such
                  amounts, and in such proportions, as the Managing Member in
                  its discretion shall determine, PROVIDED, HOWEVER, that not
                  later than sixty (60) days after the end of each such Fiscal



                                       82
<PAGE>   89
                  Year, the Fund shall make such payments of Remaining Cash Flow
                  for such Fiscal Year such that, as of the end of such Fiscal
                  Year:

                                            (A) An amount in Dollars equal to at
                           least one-third (1/3) of Remaining Cash Flow for each
                           such Fiscal Year shall have been applied to the
                           payment of accrued and unpaid interest (including
                           interest compounded in accordance with the Funding
                           Documents) and then principal on the Loan Balance
                           until the Loan Balance is paid in full (PROVIDED,
                           HOWEVER, that to the extent such payment is not
                           permitted under the terms of the Funding Documents,
                           the amount thereof shall be deposited and retained in
                           the Dedicated Debt Service Reserve Sub-Account as
                           part of the Dedicated Amount pending permitted
                           payment, and shall not be subject to distribution in
                           accordance with the following paragraphs); and

                                            (B) Not more than two-thirds (2/3)
                           of Remaining Cash Flow for each such Fiscal Year
                           shall have been applied to reinvestment in Portfolio
                           Securities and to the costs and expenses of acquiring
                           and developing real property to achieve the
                           Investment Objectives, in each case in accordance
                           with the conditions contained herein; and

                                            (C) All Remaining Cash Flow subject
                           to Section 7.3(b)(iv)(B) that has not been reinvested
                           or held for reinvestment in Portfolio Securities in
                           accordance with the conditions contained in this
                           Agreement shall have been converted into Dollars and
                           deposited in the Cash Retention Fund Sub-Account in
                           accordance with the Retention Agreement; thereafter

                                    (v) On or before April 30 of each year
                  commencing with 1999, Remaining Cash Flow may be distributed
                  to the Members in an amount which, when combined with the
                  amount of distributions to the Members under this Section
                  7.3(b)(v) in such calendar year, does not exceed six percent
                  (6.0%) of the Fund's net taxable income for U.S. federal
                  income tax purposes for the preceding calendar year; and
                  thereafter

                                    (vi) To payment of the Loan Balance,
                  PROVIDED, HOWEVER, that after (I) the Loan Balance has been
                  paid in full or (II) an amount sufficient in OPIC's reasonable
                  judgment to provide for payment of the Loan Balance projected
                  to be due on the Maturity Date has been deposited in the
                  Dedicated Debt Service Reserve Sub-Account as the Dedicated
                  Amount, as follows:

                                            (A) 100% to the Members until the
                           aggregate amount distributed to the Members in
                           accordance with Section 7.3(b)(v) and this Section
                           7.3(b)(vi)(A) equals the amount of capital
                           contributions actually made in respect of the Member
                           Interests plus an amount equal to a compound



                                       83
<PAGE>   90

                           annual return of 8% on the amount of such capital
                           contributions (as adjusted to reflect return of
                           capital); and thereafter

                                            (B) 80% to the Managing Member and
                           the Special Member, and 20% to OPIC until the
                           aggregate amounts distributed to the Managing Member
                           and the Special Member, on the one hand, and OPIC, on
                           the other hand, under this Section 7.3(b)(vi)(B)
                           equal 20% and 5%, respectively, of the amount equal
                           to (I) the sum of all distributions made to the
                           Members and OPIC in accordance with Sections
                           7.3(b)(v) and 7.3(b)(vi)(A) and this Section
                           7.3(b)(vi)(B), less (II) the amount equal to the
                           capital contributions actually made in respect of the
                           Member Interests; and thereafter

                                            (C) (I) 75% to the Members, (II) 20%
                           to the Managing Member and the Special Member, and
                           (III) 5% to OPIC until the aggregate amounts
                           distributed to the Members under this Section
                           7.3(b)(vi)(C) (not including amounts distributed to
                           the Managing Member and the Special Member under
                           clause (II) of this Section 7.3(b)(vi)(C)), plus the
                           amount distributed to the Members under Sections
                           7.3(b)(v) and 7.3(b)(vi)(A), equal the amount of
                           capital contributions actually made in respect of the
                           Member Interests plus a compound annual return of 20%
                           on the amount of such capital contributions (as
                           adjusted to reflect return of capital); and
                           thereafter

                                            (D) 25% to the Managing Member and
                           the Special Member, 70% to the Members and 5% to
                           OPIC.

                           (c) Notwithstanding the foregoing, the Fund may,
pursuant to the provisions of the Fund Operating Agreement, reallocate among the
Members the distributions permitted to be made to the Members pursuant to
Section 7.3(b), PROVIDED, HOWEVER, that (i) such reallocations are to permit the
repayment of any Voluntary Loans, as defined in, and other loans contemplated
by, the Fund Operating Agreement, or (ii) (A) such reallocations are to provide
tax distributions to the Managing Member and the Special Member on account of
distributions made in accordance with Sections 7.3(b)(vi)(B), 7.3(b)(vi)(C)(II)
and 7.3(b)(vi)(D), and (B) the Fund Operating Agreement requires that such tax
distributions shall be offset against subsequent distributions to the Managing
Member and the Special Member, or (ii) such reallocation otherwise complies with
the last sentence of Section 7.11.

                           (d) The Fund shall not permit any Controlled
Portfolio Company to make any payment or distribution of Portfolio Company Cash
Flow except as follows:

                                    (i) To make payments in accordance with this
                  Agreement to achieve the Investment Objectives;



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<PAGE>   91

                                    (ii) To pay Permitted Expenses incurred by
                  such Controlled Portfolio Company, including operating
                  expenses, taxes, utilities, insurance and fees under Property
                  Management Agreements, Construction Management Agreements,
                  Facilities Management Agreements and Financial Services
                  Agreements, in each case in accordance with this Agreement;

                                    (iii) To fund Non-Operating Reserves,
                  Operating Reserves and other reserves approved by OPIC;

                                    (iv) To pay current obligations (or
                  otherwise make distributions) to the Holding Company or one or
                  more Portfolio Holding Companies and/or the Fund, and to other
                  creditors in respect to Indebtedness permitted by Section 7.2,
                  for interest and principal due in connection with the Holding
                  Company's, such Portfolio Holding Company's, the Fund's or
                  such creditors' loans to the Portfolio Company; thereafter

                                    (v) To make distributions to any Portfolio
                  Holding Company and the other owners of the interests in such
                  Controlled Portfolio Company in accordance with its Charter
                  Documents; and thereafter

                                    (vi) The sum of all Portfolio Company Cash
                  Flow generated by Controlled Portfolio Companies and remaining
                  after application in accordance with Section 7.3(c)(i) through
                  (v) (in each case net of currency conversion costs) is
                  referred to as "EXCESS PORTFOLIO COMPANY CASH FLOW" and
                  pending application in accordance with Section 7.3(b) shall be
                  applied as follows:

                                            (A) During the Investment Period,
                           Excess Portfolio Company Cash Flow generated by each
                           Controlled Portfolio Company for each Fiscal Year
                           shall be considered Remaining Cash Flow and to the
                           extent that Remaining Cash Flow is required to be
                           applied to payment of the Loan Balance or deposited
                           to the Retention Account as part of the Dedicated
                           Amount, as provided in Section 7.3(b), shall be
                           converted into Dollars and deposited in the Dedicated
                           Debt Service Reserve Sub-Account in accordance with
                           the Retention Agreement not less frequently than
                           annually and not later than sixty (60) days after the
                           end of such Fiscal Year; and

                                            (B) After the expiration of the
                           Investment Period, except as permitted by Section
                           7.10(c)(ii), all Excess Portfolio Company Cash Flow
                           not theretofore reinvested, and all Excess Portfolio
                           Company Cash Flow thereafter generated by each
                           Controlled Portfolio Company, shall be converted into
                           Dollars and deposited in the Cash Retention Fund
                           Sub-Account in accordance with the Retention
                           Agreement not less frequently than quarterly.



                                       85
<PAGE>   92

                           (e) All Portfolio Company Cash Flow generated by each
Controlled Portfolio Company in any single country shall be maintained in a
single account in a Qualifying Bank. To the extent permitted by applicable law,
at least 50% of the Excess Portfolio Company Cash Flow not remitted to the
Dedicated Debt Service Reserve Sub-Account or the Cash Retention Fund
Sub-Account in accordance with Section 7.3(d) shall be maintained in Dollar or
Eurodollar denominated securities in accordance with guidelines to be developed
by the Managing Member subject to OPIC's reasonable approval.

                           (f) Notwithstanding anything to the contrary
contained herein, this Agreement shall not prohibit the Fund from distributing
the amount (hereinafter referred to as the "Return Amount") equal to the sum of
and comprising only (i) the amount contributed to the Fund as a capital
contribution by a new Member, plus (ii) the amount contributed to the Fund equal
to the interest factor thereon, in each case as contemplated in Section 13(c) of
the Fund Operating Agreement, to an existing Member in connection with the
contemporaneous reduction of such existing Member's Equity Commitment in
accordance said Section 13(c), and such Return Amount shall not be considered
Cash Flow for purposes of this Agreement.

                  SECTION 7.4. NO ALTERATION OF AGREEMENTS.

                           (a) Except with OPIC's prior approval, not to be
unreasonably withheld, the Managing Member, the Holding Company and the Fund
shall not, and shall not permit any Portfolio Holding Company or Controlled
Portfolio Company to, terminate, amend or grant any waiver of, or assign any of
its respective duties or obligations under, (i) any of its respective Charter
Documents or any provision of any Financing Document (other than a Project
Document) to which it is a party, other than amendments or waivers either that
correct manifest error, or that are of a formal, minor, or technical nature and
do not change materially any Person=s rights or obligations, PROVIDED that the
Fund promptly notifies OPIC of each such amendment or waiver, or (ii) any
provision of any Project Document the termination, amendment or grant of waiver
of which (w) would reasonably be expected to cause the applicable Project not to
comply with the OPIC Requirements, (x) would result in a change in the identity
of any Participant in the applicable Project, (y) would not be commercially
reasonable or (z) would reasonably be expected to have a material adverse effect
on the subject Project. Nothing herein shall prohibit the transfer of interests
in Portfolio Companies or in Portfolio Holding Companies in accordance with the
Financing Documents.

                           (b) Each of the Fund and the Holding Company shall
not change, and shall not permit any Portfolio Holding Company to change, its
Fiscal Year. The Managing Member may change the Fiscal Year of a Controlled
Portfolio Company if (i) in the reasonable judgment of the Managing Member such
new Fiscal Year is advantageous to the Fund from a tax or other perspective and
(ii) the Managing Member notifies OPIC in writing.



                                       86
<PAGE>   93

                  SECTION 7.5. CONDUCT OF BUSINESS WITH ORGANIZERS AND
AFFILIATES.

                           (a) The Fund and the Holding Company shall not, and
the Fund, the Holding Company and the Managing Member shall not permit any
Portfolio Holding Company or Portfolio Company to, conduct any business with, or
enter into any business transaction (including any joint venture, partnership,
joint stock company or similar arrangement or other profit sharing or incentive
compensation arrangement) involving, either Organizer or any Affiliate of either
Organizer, except (i) with the prior written approval of a majority of the
members of the Independent Advisory Board Committee, (ii) on terms no less
favorable to the Fund, the Holding Company, such Portfolio Holding Company or
such Portfolio Company, as the case may be, than would be obtained in an
arm's-length transaction with an unaffiliated party, and (iii) subject to the
reporting requirement set forth in Section 6.7(c).

                           (b) Except for (i) the Management Fee, (ii) fees
under Property Management Agreements, Construction Management Agreements,
Facilities Management Agreements or Financial Services Agreements that may be
paid in the future, each of which will be no less favorable to the subject
Portfolio Holding Company, Portfolio Company, Portfolio Company Affiliate and/or
subsidiary or other Affiliate of any of the foregoing than would be obtained in
an arms-length transaction with an unaffiliated party, and (iii) amounts
permitted to be distributed or paid under Sections 7.2 and 7.3, the Fund and the
Holding Company shall not, and the Fund, the Holding Company and the Managing
Member shall not permit any Portfolio Holding Company or Controlled Portfolio
Company to, pay, or incur or assume any obligation to pay, any amount to either
Organizer or any of their respective Affiliates (other than a Financing Credit
Party), including salaries, bonuses, commissions, consulting fees, or technical
assistance fees; PROVIDED, HOWEVER, that notwithstanding anything contained
herein to the contrary, the Managing Member, in the management of the Fund's
activities, may arrange for certain expenses of Controlled Portfolio Companies
to be paid by the Fund or the Holding Company and shall make the appropriate
accounting entries properly to allocate such expenses to the respective
Controlled Portfolio Company's operations. Subject to the receipt by the Fund,
the Holding Company, a Portfolio Holding Company and a Controlled Portfolio
Company of services of the type, quantity and quality required to be furnished
by the Managing Member in accordance with the Charter Documents of the Managing
Member, nothing in this Section shall restrict the right of the Managing Member
to apply all or any portion of the Management Fee it receives from the Fund in
accordance with this Agreement to (x) compensate its employees in such manner
and amounts as the Managing Member may elect or (y) compensate a third party
(including any Fund Manager) selected by the Managing Member that provides
services to the Fund, the Holding Company, the Portfolio Holding Companies and
the Controlled Portfolio Companies in accordance with this Agreement.

                  SECTION 7.6. DISSOLUTION; MERGERS. Neither the Fund nor the
Holding Company shall dissolve, liquidate or otherwise cease to do business or
merge or consolidate with any Person.

                  SECTION 7.7. HEDGING CONTRACTS.



                                       87
<PAGE>   94

                           (a) The Fund and the Holding Company shall not, and
the Fund, the Holding Company, and the Managing Member shall not permit any
Portfolio Holding Company or Controlled Portfolio Company to, enter into any
Hedging Contracts for purposes other than (i) fixing or locking in the future
value of one or more Portfolio Securities or Interim Securities, or (ii) fixing
or locking in interest rate exposure on permitted third party mortgage financing
associated with a Project. "HEDGING CONTRACTS" include, but are not limited to,
forward contracts, futures contracts, options, swaps, hedges, or other financial
instruments designed to reduce currency exchange or interest rate risks. The
purchase or sale, as appropriate, of such Hedging Contracts shall be on terms
and conditions usual and customary for such transactions, shall not be
speculative, and shall be entered into only with high quality counter-party
institutions deemed to be creditworthy by the Managing Member.

                           (b) The stated contract value of each Hedging
Contract shall not, to any material extent, exceed the fair market value of the
Portfolio Securities or Interim Securities, or the interest rate risk being
hedged at the time the Hedging Contract is arranged. The exercise date of each
Hedging Contract shall not extend beyond the earliest of (i) ninety (90) days
after the maturity date of the Portfolio Securities or Interim Securities being
hedged, (ii) ninety (90) days after the maturity of the related mortgage
financing, or (iii) the remaining life of the Fund.

                  SECTION 7.8. ORDINARY CONDUCT OF BUSINESS. The Fund and the
Holding Company shall not, and the Fund, the Holding Company and the Managing
Member shall not permit any Portfolio Holding Company or Controlled Portfolio
Company to:

                           (a) engage in any business other than seeking to
achieve the Investment Objectives as provided herein with respect to the
Projects by (i) in the case of the Fund, holding Holding Company Securities or
Interim Securities, (ii) in the case of the Holding Company, holding Interim
Securities or Portfolio Holding Company Securities, (iii) in the case of any
Portfolio Holding Company, holding Portfolio Securities, and (iii) in the case
of any Controlled Portfolio Company, seeking to acquire, develop, design,
construct, finance, own, lease, sell, operate and dispose of Projects in
accordance with this Agreement and holding Permitted Portfolio Company
Investments;

                           (b) (i) unless it has timely made such filings,
registrations or other recordations as are necessary or advisable to maintain
the Liens in favor of a Collateral Agent for the benefit of OPIC created by the
Security Documents in full force and effect without any reduction in priority,
change its name or (ii) take any other action that might adversely affect the
Liens in favor of a Collateral Agent for the benefit of OPIC created by the
Security Documents;

                           (c) enter into any partnership, profit-sharing or
royalty agreement or other similar arrangement whereby the Fund's, the Holding
Company's or such Controlled Portfolio Company's or Portfolio Holding Company's
income, profits or cash available for distribution is, or might be, shared with
any Person other than as provided in the Fund Operating Agreement and in
accordance with this Agreement, PROVIDED, HOWEVER, that nothing contained herein
shall preclude the Fund, through a Portfolio Holding Company, from entering into
Projects in the form of (and from investing in Portfolio Companies which consist
of) joint ventures, partnerships, joint stock



                                       88
<PAGE>   95

companies or similar arrangements and bona fide profit sharing or incentive
compensation arrangements related to the foregoing;

                           (d) fail to maintain its existence in its
jurisdiction of organization or its right to carry on its operations at any time
while it owns any asset subject to a Lien for the benefit of OPIC; or

                           (e) make any in-kind distribution to the Members of
Portfolio Securities, Portfolio Holding Company Securities, Holding Company
Securities, Interim Local Securities or the Real Estate Assets of any Portfolio
Company.

                  SECTION 7.9. WORKERS RIGHTS.

                           (a) The Fund and the Holding Company shall take no
action to, and the Fund, the Holding Company and the Managing Member shall cause
each Portfolio Holding Company and Controlled Portfolio Company not to take any
action to,

                                    (i) prevent its employees or the employees
                  of any Portfolio Company or Portfolio Company Affiliate from,
                  or

                                    (ii) penalize any such employees for:

                                            (A) lawfully exercising their right
                           of free association or their right to organize and
                           bargain collectively, or

                                            (B) employing Persons under fourteen
                           years of age or using forced labor.

                           (b) The Fund and the Holding Company shall, and the
Fund, the Holding Company and the Managing Member shall cause each Portfolio
Holding Company and each Controlled Portfolio Company to, observe applicable
laws relating to a minimum age for employment of children and acceptable
conditions of work with respect to minimum wages, hours of work and occupational
health and safety and all other applicable Worker Rights Requirements.

                           (c) The Fund and the Holding Company shall, and the
Fund, the Holding Company and the Managing Member shall cause each Portfolio
Holding Company and each Controlled Portfolio Company to, undertake its best
efforts, as are reasonable under the circumstances, to cause each Portfolio
Company it does not control and to cause each material contractor of each
Portfolio Company to comply with the Worker Rights Requirements.

                           (d) The Financing Parties are not responsible under
this Section 7.9 for the actions of a government.



                                       89
<PAGE>   96

                  SECTION 7.10. INVESTMENT; REINVESTMENT. The Fund and the
Holding Company shall not, and the Fund, the Holding Company and the Managing
Member shall not permit any Portfolio Holding Company or Controlled Portfolio
Company to:

                           (a) make any investment or any reinvestment of any
cash assets, including of Cash Flow, Holding Company Cash Flow, Portfolio
Holding Company Cash Flow or Portfolio Company Cash Flow at any time in any
Project, or in any Portfolio Securities unless the Fund has received (1) a
Consent Notice and (2) OPIC's prior consent, not to be unreasonably withheld, as
to all Participants in such Project;

                           (b) invest more than:

                                     (i) 15% of the Fund's Available Capital in
                  any single Project or Portfolio Company;

                                     (ii) 30% of the Fund's Available Capital in
                  Projects or Portfolio Companies located in or organized and
                  operating in any single Host Country other than Russia;

                                    (iii) 30% of the Fund's Available Capital in
                  Projects or Portfolio Companies located in or organized and
                  operating in Poland, the Czech Republic and Hungary,
                  considered together, PROVIDED, HOWEVER, (A) no investment may
                  be made in any Project, Portfolio Holding Company or Portfolio
                  Company located in or organized and operating in Poland
                  (individually, a "Polish Investment") in which Pioneer Poland
                  Real Estate Fund, S.A. ("Pioneer Poland") holds an equity or
                  debt interest, (B) no equity or debt interest may be held in
                  any Polish Investment in which Pioneer Poland is or will be
                  investing, and (C) no sale or transfer to, or acquisition
                  from, Pioneer Poland, directly or indirectly, of any equity or
                  debt interest in any Project, Portfolio Holding Company or
                  Portfolio Company may be made, unless, (1) in all cases, the
                  Fund has delivered to OPIC true and complete copies of
                  approvals thereof from (x) the Independent Advisory Board
                  Committee in accordance with Section 6.8(d) of this Agreement
                  and Section 9(a) of the Fund Operating Agreement and (y) the
                  committee of Pioneer Poland with the authority and functions
                  most nearly comparable to the Independent Advisory Board
                  Committee, and (2) in addition, but solely in the case of
                  clause (C) above, the Fund has obtained OPIC's approval of
                  such sale, transfer or acquisition, which approval may in
                  OPIC's sole discretion be withheld;

                                    (iv) 50% of the Fund's Available Capital in
                  Projects, Portfolio Holding Companies or Portfolio Companies
                  located in or organized and operating in Russia; or



                                       90
<PAGE>   97

                                     (v) 30% of the sum of the Fund's Available
                  Capital and cumulative Excess Portfolio Company Cash Flow in
                  Portfolio Companies held by a single Portfolio Holding
                  Company; or

                           (c) reinvest any Cash Flow, Holding Company Cash
Flow, Portfolio Holding Company Cash Flow or Portfolio Company Cash Flow after
the expiration of the Investment Period, except (i) in Permitted Portfolio
Company Investments, (ii) a cumulative amount not exceeding $5,000,000 in the
aggregate in Portfolio Securities contracted to be acquired by the Holding
Company or a Portfolio Holding Company, or in the acquisition or development of
a Project committed to be acquired or developed by a Portfolio Company, in each
case prior to the expiration of the Investment Period, and (iii) in Interim
Securities, and then in each case only in accordance with this Agreement.

                  SECTION 7.11. INVESTORS. The Fund shall not, without OPIC's
prior written consent (not to be unreasonably withheld), issue or sell any
interest in, or permit the sale, transfer or other disposition of, or the
admission of any Person as a Member of or owner of beneficial interests in, the
Managing Member and/or the Fund, except for sales of interests by Members (other
than sales by the Special Member, TPG or the Managing Member) to their
respective Affiliates. Notwithstanding the foregoing, each of the Special
Member, TPG and Pioneer may transfer its direct and indirect interests in the
Fund to (i) other direct and indirect wholly-owned subsidiaries of (A) Banc One
Corporation (or of its successors) or (B) TPG (or of its successors), or (ii)
the respective successors of Banc One Corporation or TPG. In addition, and
notwithstanding anything to the contrary contained in Section 7.3, the Managing
Member may, in connection with the sale of Member Interests in the Fund, agree
that one or more Members in the aggregate will be allowed to share in not more
than one-half of the (a) aggregate distributions payable to the Managing Member
and/or the Special Member, taken together, contemplated by Sections
7.3(b)(vi)(B) and (C)(II), and (b) aggregate 25% distribution payable to the
Managing Member and/or the Special Member, taken together, contemplated by
Section 7.3(b)(vi)(D).

                  SECTION 7.12. QUALIFIED USE COMMITMENTS. The Financing Credit
Parties shall not, at any one time, invest, reinvest and/or have invested or
reinvested an amount (whether from Available Capital and/or from Cash Flow,
Holding Company Cash Flow, Portfolio Holding Company Cash Flow or Excess
Portfolio Company Cash Flow or of any other cash assets) exceeding 15% of
Available Capital in Projects that are included in the 15% Pocket, and,
accordingly, the aggregate Funded Investment in Projects that are included in
the 15% Pocket shall not exceed $36,000,000 at any one time.

                  SECTION 7.13. NON-OPERATING RESERVES. None of the Fund, the
Holding Company, the Portfolio Holding Companies or the Controlled Portfolio
Companies shall maintain Non-Operating Reserves aggregating in excess of 3% of
Available Capital at any time, unless (a) such Reserves are needed for an
acquisition of Portfolio Securities or development of a Project, in either case
approved by OPIC in accordance with this Agreement (PROVIDED, HOWEVER, that if
the Financing Credit Parties fail to consummate any such acquisition of a
Portfolio Security or development and such failure results in the Fund, the
Holding Company, any Portfolio Holding Company or any



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<PAGE>   98

Controlled Portfolio Company holding in the aggregate Non-Operating Reserves in
excess of such 3% limit, such excess shall be repatriated and deposited in the
Cash Retention Fund Sub-Account and continue to be invested in Interim
Securities pending subsequent application to Permitted Uses), or (b) such excess
results from the holding by the Fund, the Holding Company, any Portfolio Holding
Company or any Controlled Portfolio Company during the Investment Period of
Remaining Cash Flow for reinvestment in accordance with this Agreement.

                  SECTION 7.14. CERTAIN OTHER ACTIVITIES OF THE ORGANIZERS, THE
MANAGING MEMBER, THE FUND MANAGER AND AFFILIATES. Until the earlier of (a) the
last day of the Investment Period, or (b) the date on which the sum of the
amounts (without duplication) (i) invested by the Financing Credit Parties in
Portfolio Securities, (ii) applied by the Financing Credit Parties to pay
Permitted Expenses in accordance with the Finance Agreement, and (iii) committed
to be invested by the Financing Credit Parties in Portfolio Securities or in the
development of Projects (in either case approved by OPIC) and which such
commitments, if not fulfilled, would subject the Fund to a material penalty, a
material economic loss or material damages, equals at least 75% of Available
Capital, none of the Special Member, TPG, Pioneer or any of its respective
Affiliates shall organize, sponsor or manage any new private investment fund
having primary investment objectives in Central and Eastern Europe or the NIS
substantially similar to the Investment Objectives of the Fund.

                  SECTION 7.15. LIMITATION ON CREATION OF PORTFOLIO HOLDING
COMPANIES.

                           (a) Neither the Fund nor the Holding Company shall
establish, create or acquire any Subsidiary or otherwise acquire, directly or
indirectly, voting or actual control of any Person, other than (i) a Portfolio
Holding Company, (ii) a Controlled Portfolio Company, (iii) the Holding Company
and, (iv) if expressly approved in the applicable Consent Notice, after full
disclosure to OPIC, Subsidiaries held through an issuer of Approved Portfolio
Securities.

                           (b) The Fund and the Holding Company shall not, and
the Fund, the Holding Company and the Managing Member shall not permit any
Portfolio Holding Company or Controlled Portfolio Company to, establish, create
or acquire any Subsidiary unless (i) such subsidiary is a Controlled Portfolio
Company subsidiary of a Portfolio Holding Company or (ii) such subsidiary is a
Portfolio Holding Company and (A) at least ten (10) Business Days' prior written
notice thereof has been given to OPIC, (B) 100% of the Capital Stock of such new
Portfolio Holding Company is pledged pursuant to a Pledge Agreement and the
certificates (if any) representing such Capital Stock in form suitable for
transfer by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and including executed but undated letters of resignation by
officers and directors (or comparable officers) of such new Portfolio Holding
Company have been delivered to the Collateral Agent and (C) such new Portfolio
Holding Company has executed and delivered or caused to be executed and
delivered to OPIC a counterpart of the Portfolio Holding Company Guaranty, the
relevant Pledge Agreement, the Subordination Agreement and all other relevant
documentation of the type described in Section 4.1 as to such new Portfolio
Holding Company.



                                       92
<PAGE>   99

                  SECTION 7.16. OPIC REQUIREMENTS.

                           (a) No Financing Party shall acquire or otherwise
invest in any Portfolio Security other than:

                                    (i) Approved Portfolio Securities with
                  respect to which the Fund has (A) received a Consent Notice,
                  (B) delivered to each of OPIC and its Collateral Agent an
                  Portfolio Acquisition Certificate, and (C) obtained any
                  governmental Consent and Approval that may be required under
                  the terms of an applicable intergovernmental agreement; and

                                    (ii) Securities ("INVOLUNTARY SECURITIES")
                  acquired by the Holding Company or a Portfolio Holding Company
                  in circumstances not within the control of any Financing Party
                  and not contemplated at the time of the relevant investment
                  under clause (i) of this Section 7.16(a), in connection with
                  (A) a merger of a Portfolio Company with or into another
                  Person, (B) the liquidation of a Portfolio Company, or (C) any
                  other distribution in respect of Approved Portfolio
                  Securities; PROVIDED, HOWEVER, that promptly upon any
                  Financing Party becoming aware that a Financing Credit Party
                  may acquire Involuntary Securities, the Fund shall give OPIC
                  written notice thereof and shall deliver to OPIC all such
                  information as would otherwise be required by Section 6.12 in
                  connection with a proposed acquisition of Portfolio
                  Securities. If OPIC shall thereafter notify the Fund that the
                  acquisition of such Involuntary Securities is not consistent
                  with the OPIC Requirements, the Financing Parties shall
                  actively seek to divest such Involuntary Securities as soon as
                  it is feasible to do so on a commercially reasonable basis.
                  All Involuntary Securities acquired by a Portfolio Holding
                  Company shall be promptly pledged to OPIC pursuant to
                  applicable Security Documents.

                           (b) Without limiting the provisions of subsection (a)
above, no Financing Credit Party shall acquire Portfolio Securities from a
Portfolio Company that proposes to invest any material portion of the proceeds
of such acquisition in another Person unless (i) such proposed investment has
been fully disclosed to OPIC pursuant to Section 6.12 prior to the issuance of
the applicable Consent Notice, and (ii) the Financing Parties and such Portfolio
Company have entered into agreements in form and substance satisfactory to OPIC
in its sole discretion to the effect that (A) no such further investment will be
made unless OPIC has issued a Consent Notice with respect thereto, and (B) all
other provisions hereof (including the provisions of Section 6.12) shall apply
to the Securities acquired as a result of such further investment to the same
extent as if such Securities were Portfolio Securities.

                  SECTION 7.17 PRE-SUBSCRIPTION CLOSING DATE EXPENSES. Prior to
the Subscription Closing Date, no Disbursement shall be made for, and no
proceeds of any Disbursement made on or after the date hereof may be otherwise
used for, the payment of any Permitted Expenses, which shall be paid solely from
the Existing Assets or the proceeds of the Equity Commitments funded by the
Members on or after the date of this Agreement. Subject to the satisfaction of
all conditions



                                       93
<PAGE>   100

precedent to any Disbursement, the Fund may, on or after the Subscription
Closing Date, use the proceeds of the Loan to pay Permitted Expenses incurred
prior to the Subscription Closing Date and remaining unpaid. After the
Subscription Closing Date, the amount of capital contributions to the Fund
derived from the Equity Commitments funded by the Members in accordance with the
first sentence of this Section 7.17 shall be counted as a credit toward the
amount of Equity Commitments as to which the Fund's certification is required in
accordance with Section 5.5(c).


                                  ARTICLE VIII
                              DEFAULTS AND REMEDIES

                  SECTION 8.1. EVENTS OF DEFAULT. The occurrence and
continuation of any of the following events or circumstances shall constitute an
"EVENT OF DEFAULT" hereunder:

                           (a) (i) the Fund fails to pay when due any principal
of or interest payable pursuant to any Note or (ii) any Financing Credit Party
fails to pay, within ten (10) days of the date due, any other amount payable
pursuant to this Agreement or other Financing Document (other than any Project
Document);

                           (b) the Fund fails to pay when due any principal of
or interest on any of its Indebtedness exceeding $250,000 other than the Loan
and such failure shall continue beyond the grace period, if any, applicable
thereto; or a default occurs under any agreement or instrument evidencing or
under which the Fund has outstanding at the time any such Indebtedness and such
default continues beyond the grace period, if any, applicable thereto, if the
effect of such default is to accelerate, or to permit the acceleration of, the
maturity of such Indebtedness; or

                           (c) any representation or warranty made by or on
behalf of a Financing Party in (i) this Agreement, the Offering Materials, any
Financing Document or the Fund's Financial Statements or in any notice or other
certificate, document or financial or other statement delivered by or on behalf
of any Financing Party pursuant hereto proves to have been incorrect in any
material respect when made, PROVIDED that, in the case of any such
misrepresentation or breach of warranty with respect to a Project Document, such
misrepresentation or breach of warranty (x) would reasonably be expected to (1)
have material adverse effect on the subject Project or (2) cause the applicable
Project not to comply with the OPIC Requirements or (y) could reasonably be
expected to mislead or omit information regarding the identity of any
Participants in the applicable Project; or the Offering Materials when delivered
to OPIC contained any untrue statement of material fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
materially misleading (except for any statement or omission in the Offering
Materials accurately based upon written information regarding OPIC furnished to
either of the Organizers or any Financing Party by OPIC or other Indemnified
Person and either (i) stated to be specifically for use in the Offering
Materials or (ii) provided in response to a written request by the Fund that
expressly states that the requested information is to be used in the Offering
Materials); or the Offering Materials were not amended, modified and/or
supplemented on a timely basis to ensure that they did not contain any untrue
statement of material fact or omit to state a material fact or any fact
necessary



                                       94
<PAGE>   101

to make the statements contained therein not materially misleading to the extent
such amendment, modification and/or supplement was required by applicable law
(except for any statement or omission in the Offering Materials accurately based
upon written information regarding OPIC furnished to either of the Organizers or
any Financing Party by OPIC or other Indemnified Person and either (i) stated to
be specifically for use in the Offering Materials or (ii) provided in response
to a written request by the Fund that expressly states that the requested
information is to be used in the Offering Materials); or

                           (d)

                                    (i) a Financing Party fails to comply with
                  any covenant or provision set forth in Section 6.2(a), Section
                  6.3(a)(i) or Article VII (other than Section 7.3 or 7.13); or

                                    (ii) a Financing Party fails to comply with
                  any covenant or provision set forth in Section 7.3 or 7.13,
                  PROVIDED, HOWEVER, that such failure shall not be an Event of
                  Default hereunder if such failure (considered with any other
                  such failure existing at the time and covered by this
                  subsection (ii)), (A) arises solely from computational errors
                  in good faith, (B) does not involve an amount in excess of the
                  equivalent of $100,000 and (C) is fully corrected and the
                  amount restored or otherwise properly applied within ten (10)
                  days after the occurrence thereof; or

                           (e) a Financing Party fails to comply with or perform
any agreement or covenant contained herein other than those referred to in
Sections 8.1(a), (b), (c), and (d), and such failure continues for thirty (30)
days after the occurrence thereof; or

                           (f) any Consent and Approval of any Governmental
Authority necessary for the execution, delivery or performance of any Financing
Document, or for the validity or enforceability of any obligations of any
Financing Party under any such Financing Document, fails to be effected or given
or is withdrawn or ceases to remain in full force and effect, if a result of
such failure, cessation or withdrawal is to produce a Fundamental Material
Adverse Effect;

                           (g)

                                    (i) this Agreement or any Note at any time
                  for any reason ceases to be in full force and effect, or is
                  declared to be void, or the validity or enforceability of this
                  Agreement, any Note, any Security Document or any other
                  Financing Document is at any time repudiated or contested by a
                  Financing Party or any party thereto which is an Affiliate of
                  any Financing Party or a proceeding is commenced by any
                  Financing Party seeking to establish the invalidity or
                  unenforceability of this Agreement, any Note, any Security
                  Document or any other Financing Document (other than a Project
                  Document the invalidity or unenforceability of which would not
                  reasonably be expected to (1) have a material adverse effect
                  on the subject Project or (2) cause the Project not to comply
                  with the OPIC Requirements);



                                       95
<PAGE>   102

                                    (ii) a proceeding is commenced by any
                  Governmental Authority having jurisdiction of any Financing
                  Party seeking to establish the invalidity or unenforceability
                  of this Agreement or any Note and the subject Financing Party
                  fails to participate as a party in such proceeding or fails
                  vigorously to oppose the material allegations therein;

                                    (iii)

                                            (A) any of the Security Documents
                           ceases to be in full force and effect, or is declared
                           to be void;

                                            (B) a proceeding is commenced by any
                           Governmental Authority having jurisdiction over any
                           Financing Party or Affiliate thereof that has
                           provided any Security Document for OPIC's benefit
                           seeking to establish the invalidity or
                           unenforceability thereof and the subject Financing
                           Party or such Affiliate fails to participate as a
                           party in such proceeding or fails vigorously to
                           oppose the material allegations therein; or

                                            (C) any of Security Documents ceases
                           to provide the respective Liens, rights, titles,
                           remedies, powers, or privileges intended to be
                           created thereby,

                           if a result of such cessation, declaration, or
                           commencement of such proceeding specified in clause
                           (A), (B) or (C) of this subsection (iii) (taking into
                           account action by the Fund or other Financing Party
                           or such Affiliate to contest the commencement thereof
                           and oppose the material allegations therein) is to
                           produce a Fundamental Material Adverse Effect;

                                    (iv) any other Financing Document ceases to
                  be in full force and effect, or is declared to be void, or a
                  proceeding is commenced by any Governmental Authority having
                  jurisdiction over the party that provided such Financing
                  Document seeking to establish the invalidity or
                  unenforceability thereof, if a result of such cessation,
                  declaration or commencement of such proceeding (taking into
                  account the action of the Fund or other Financing Party to
                  contest the commencement thereof and oppose the material
                  allegations therein) is to produce a Fundamental Material
                  Adverse Effect;

                           (h) any Governmental Authority condemns,
nationalizes, seizes or otherwise expropriates any substantial portion of the
assets of any Financing Party or the assets of any Portfolio Holding Company or
Portfolio Company the Portfolio Securities of which constitute a material
portion of the assets of the Fund, or takes any action that would prevent any
Financing Party from carrying on any material part of its business or
operations, if a result of any such action by any such Governmental Authority is
to produce a Fundamental Material Adverse Effect after



                                       96
<PAGE>   103

taking into account the Dollar value, net of currency conversion and other costs
and expenses of repatriation to the U.S., of any proceeds of such action paid,
or acknowledged by such Governmental Authority promptly to be paid, to the
relevant Financing Credit Party;

                           (i) any Financing Party or any other party fails to
comply with or perform any of its material obligations or undertakings set forth
in any Financing Document (other than (A) any Project Document non-compliance
with which or non-performance of which would not reasonably be expected to (1)
have a material adverse effect on the subject Project or (2) cause the Project
not to comply with the OPIC Requirements, (B) this Agreement and (C) the Note)
and such failure continues for thirty (30) days after the occurrence thereof;

                           (j) the Fund, the Holding Company, the Managing
Member, any other Financing Credit Party the assets of which constitute a
material portion of the Fund's assets, or any Portfolio Company the Portfolio
Securities of which constitute a material portion of the Fund's assets, (i)
applies for, or consents to the appointment of, a receiver, trustee, custodian,
intervenor or liquidator of itself or of all or a substantial part of its
assets, (ii) files a voluntary petition in bankruptcy or winding up, admits in
writing that it is unable to pay its debts as they become due or generally fails
to pay its debts as they become due, (iii) makes a general assignment for the
benefit of creditors, (iv) files a petition or answer seeking reorganization or
arrangement with creditors or to take advantage of any bankruptcy or insolvency
laws or other laws providing any relief from Indebtedness, (v) files an answer
admitting the material allegations of, or consents to, or defaults in answering,
a petition filed against it in any bankruptcy, reorganization or insolvency or
other similar proceeding where such action or failure to act will result in a
determination of bankruptcy, winding up or insolvency against it; PROVIDED, that
in the case of a Portfolio Company or Portfolio Holding Company, any of the
actions described in clauses (i) through (v) of this Section 8.1(j) would
reasonably be expected to have a Fundamental Material Adverse Effect;

                           (k) without its application, approval or consent, a
proceeding is instituted in any court or tribunal of competent jurisdiction or
by or before any government or governmental agency of competent jurisdiction,
seeking in respect of the Holding Company, the Fund, the Managing Member, any
other Financing Credit Party the assets of which constitute a material portion
of the Fund's assets, or any Portfolio Company the Portfolio Securities of which
constitute a material portion of the Fund's assets, adjudication in bankruptcy,
reorganization, dissolution, winding up, liquidation, a composition or
arrangement with creditors, a readjustment of Indebtedness, the appointment of a
trustee, receiver, liquidator or the like of it or of all or any substantial
part of its property or assets, or other like relief in respect of it under any
bankruptcy, reorganization, insolvency or other similar law providing any kind
of relief from Indebtedness, and unless such proceeding is being contested by it
in good faith, the same continues undismissed for a period of ninety (90) days;
PROVIDED, that in the case of a Portfolio Company or Portfolio Holding Company,
any of the circumstances described in this Section 8.1(k) would reasonably be
expected to have a Fundamental Material Adverse Effect;

                           (l) any final judgment or judgments for the payment
of money in an aggregate amount in excess of $250,000 or its equivalent in
another currency is rendered against the



                                       97
<PAGE>   104

Fund, the Holding Company, any other Financing Credit Party the assets of which
constitute a material portion of the Fund's assets, or any Portfolio Company the
Portfolio Securities of which constitute a material portion of the Fund's
assets, and such judgment or judgments is not satisfied, discharged or appealed
with a stay of execution within ninety (90) days of entry, PROVIDED that, in the
case of a non-controlled Portfolio Company, such judgments(s) would reasonably
be expected to have a Fundamental Material Adverse Effect;

                           (m) (i) the Organizers or their Affiliates cease to
retain management control of each of the Managing Member, the Fund Manager (if
any) and the Fund, or (ii) the Managing Member ceases to be the managing member
of the Fund, or (iii) Pioneer, one of its Affiliates or a successor, in each
case reasonably acceptable to OPIC, ceases to be the managing member of the
Managing Member, or (iv) the Special Member, one of its Affiliates or a
successor, in each case reasonably acceptable to OPIC, ceases to be a special
member of the Fund or of the Managing Member;

                           (n) any environmental claim that in OPIC's reasonable
judgment would reasonably be expected to have a Fundamental Material Adverse
Effect shall have been asserted against the Fund, the Holding Company, any
Portfolio Holding Company or any Portfolio Company;

                           (o) the Fund fails timely to cause to be made any
deposit required in accordance with Section 6.15(b); or

                           (p) any event shall have occurred or condition shall
exist that, in OPIC=s reasonable judgment, would reasonably be expected to have
a Fundamental Material Adverse Effect.

                  SECTION 8.2. REMEDIES UPON EVENT OF DEFAULT.

                           (a) Except as otherwise provided in Section 8.2(b),
(c) or (d), if any Event of Default has occurred and is continuing, OPIC may at
any time in its sole discretion do any one or more of the following:

                                    (i) upon notice to the Fund, (A) suspend the
                  Commitment or (B) terminate the Commitment;

                                    (ii) upon notice to the Fund, increase the
                  Fixed Guaranty Fee to one and one-half percent (1.5%) per
                  annum;

                                    (iii) upon notice to the Fund, prohibit the
                  Financing Credit Parties from making any further investments
                  in Portfolio Securities;

                                    (iv) upon notice to the Fund, direct the
                  Managing Member and the Fund Manager (if any) to commence the
                  orderly liquidation of any or all of the assets of the Fund,
                  the Holding Company, any Portfolio Holding Company or any
                  Controlled Portfolio Company;



                                       98
<PAGE>   105

                                    (v) upon notice to the Fund, declare, by
                  written demand for payment, any portion or all of the Loan to
                  be due and payable, whereupon such portion of the Loan, all
                  interest accrued thereon and all other amounts due under this
                  Agreement or any other Financing Document shall immediately
                  mature and become due and payable, without any other
                  presentment, demand, diligence, protest, notice of
                  acceleration, or other notice of any kind, all of which the
                  Fund hereby expressly waives;

                                    (vi) in accordance with the Security
                  Documents, control each Financing Credit Party's use of cash
                  and cash equivalents, including prohibiting increase of any
                  reserves;

                                    (vii) without notice of default or demand,
                  proceed to protect and enforce its rights and remedies by
                  self-help or appropriate proceedings for the specific
                  performance of any provision of this Agreement, any Note, or
                  any other Financing Document, or in aid of the exercise of any
                  power granted in this Agreement, any Note, or any other
                  Financing Document, or by law, or proceed to enforce the
                  payment of any Note; or

                                    (viii) without notice of default or demand,
                  proceed to protect and enforce its rights and remedies by
                  appropriate proceedings for damages.

                           (b) Upon the occurrence of an Event of Default
referred to in Sections 8.1(c), (d), (e) or (i) (but excluding an Event of
Default based on a failure to comply with Section 7.10), if the occurrence of
such Event of Default was beyond the control of the Financing Parties and
without their knowledge notwithstanding due inquiry where appropriate, then, if
such Event of Default appears to OPIC to be reasonably susceptible of being
cured and if the Managing Member undertakes diligently to effect such cure, OPIC
will not, solely in reliance upon such Event of Default, exercise

                                    (i) any remedy provided in Section
                  8.2(a)(i)(B), (ii), (iv), (v), (vi) or (viii), or

                                    (ii) solely to the extent the exercise of
                  any remedy  under  Section  8.2(a)(vii)  would be equivalent
                  to

                                            (A) the acceleration of the entire
                           amount of the Loan, or

                                            (B) the exercise of any other remedy
                           provided in Section 8.2(a)(i)(B), (ii), (iv), (v),
                           (vi) or (viii), any remedy provided in Section
                           8.2(a)(vii),



                                       99
<PAGE>   106

unless such Event of Default continues to exist on the tenth (10th) Business Day
(or such later date as OPIC may in its sole discretion determine) following, in
the case of an Event of Default under Section 8.1(c), the date of discovery of
such Event of Default, or, in the case of an Event of Default under Section
8.1(d), (e) or (i) (excluding Events of Default based on Section 7.10), the date
of occurrence of such Event of Default, PROVIDED, HOWEVER, that if in the
reasonable judgment of OPIC, the Managing Member is diligently undertaking to
cure such Event of Default and such Event of Default would not be reasonably
likely to produce a Fundamental Material Adverse Effect within the following
thirty (30) days, such ten (10) Business Day period shall be extended for an
additional thirty (30) days (or such longer period as OPIC in its sole
discretion may determine, it being understood that OPIC has no obligation to
agree to any such longer period).

                           (c) Upon the occurrence of an Event of Default
referred to in Sections 8.1(j) or (k), (i) the Loan Commitment shall
automatically terminate and (ii) the Loan, together with interest accrued
thereon, and all other amounts due under this Agreement, the Notes, and the
other Financing Documents, shall immediately mature and become due and payable,
without any other presentment, demand, diligence, protest, notice of
acceleration, or other notice of any kind, all of which the Financing Credit
Parties hereby expressly waive.

                           (d) If a demand for payment is made pursuant to
clause (v) of Section 8.2(a), then payment of all amounts thereupon due shall be
paid to OPIC for the account of each party to whom any such amounts are owed
until such time as OPIC shall have been reimbursed for all amounts paid under
the OPIC Guaranty plus any interest accrued thereon. OPIC will provide the
bankruptcy trustee with a copy of any demand for payment made pursuant to such
clause (v).

                           (e) Any amounts received by OPIC in excess of the
amounts due to OPIC hereunder, under the Notes and under the other Financing
Documents, shall be paid to the Fund for distribution according to the Fund's
Charter Documents and as required by law.

                  SECTION 8.3. JURISDICTION AND CONSENT TO SUIT.

                           (a) Without prejudice to OPIC's right to bring suit
in any appropriate domestic or foreign jurisdiction, any proceeding to enforce
this Agreement, any Note, or any other Financing Document to which any of the
Fund, the Managing Member or the Holding Company is a party may be brought by
OPIC in any state or federal court of competent jurisdiction in the State of New
York or the District of Columbia of the United States of America or in any other
jurisdiction where such Financing Party or any of its property may be found.
Each of such Financing Credit Parties hereby irrevocably waives any present or
future objection to any such venue, and irrevocably and unconditionally consents
and submits, for itself and in respect of any of its property, to the
non-exclusive jurisdiction of any such court. Final judgment against any such
Financing Credit Party in any action or proceeding arising out of or relating to
this Agreement shall be conclusive and may be enforced in any other jurisdiction
within or outside the United States of America by suit on the judgment, a
certified or exemplified copy of which shall be conclusive evidence of the fact
and of the amount of the obligation of such Financing Credit Party.



                                      100
<PAGE>   107

                           (b) Prior to the Restructuring Disbursement Date,
each such Financing Credit Party shall irrevocably designate and appoint an
agent satisfactory to OPIC for service of process in the State of New York and
the District of Columbia as its authorized agent to receive, and accept on its
behalf service of process in any proceeding and shall provide OPIC with evidence
of the prepayment in full of the fees of such agent until at least six (6)
months after the Maturity Date. Service of process, writ, judgment, or other
notice of legal process upon said agent shall be deemed and held in every
respect to be effective personal service upon such Financing Credit Party. Each
of such Financing Credit Parties shall maintain each such appointment (or that
of a successor satisfactory to OPIC) continuously in effect at all times while
the Fund is obligated under this Agreement or any other Financing Document.
Nothing herein shall affect OPIC's right to serve process in any other manner
permitted by applicable law.

                  SECTION 8.4. JUDGMENT CURRENCY. This is an international loan
transaction in which the specification of Dollars is of the essence, and such
currency shall be the currency of account in all events. The payment obligation
of the Financing Parties hereunder or under the Notes or any other Financing
Document shall not be discharged by payment in another currency, whether
pursuant to a judgment or otherwise, to the extent that the amount so paid on
prompt conversion to Dollars in the United States of America under normal
banking procedures does not yield the amount of Dollars then due. In the event
that any payment by a Financing Party, whether pursuant to a judgment or
otherwise, upon conversion and transfer, does not result in the payment of such
amount of Dollars at the place such amount is due, OPIC shall be entitled to
demand immediate payment of, and shall have a separate cause of action against
the Financing Parties for, the additional amount necessary to yield the amount
of Dollars then due. In the event OPIC, upon the conversion of such judgment
into Dollars, shall receive, as a result of currency exchange rate fluctuations,
an amount greater than that to which it was entitled, the Financing Parties
shall be entitled to immediate reimbursement of the excess amount.

                  SECTION 8.5. ARBITRATION.

                           (a) ARBITRATION; RULES; VENUE; LANGUAGE. Any dispute,
controversy or claim arising out of, or relating to, or in connection with this
Agreement, any Note or any other Financing Document to which OPIC, on the one
hand, and any Financing Credit Party on the other hand, is a party (including
the breach, termination or validity hereof or thereof), and any dispute
concerning the scope of this arbitration clause, may, at OPIC's sole option
exercised by written notice to the Fund, be referred for final settlement by
arbitration in accordance with the Rules of Conciliation and Arbitration of the
International Chamber of Commerce (the "ICC") in effect on the date of this
Agreement (the "RULES"). The arbitration shall be held in the Washington, D.C.
metropolitan area. Upon sending out a notice by OPIC of its election to resolve
by arbitration any dispute, controversy or claim pursuant to this Section 8.5
(the "ARBITRATION NOTICE"), the Financing Credit Parties each shall be obligated
to settle such dispute, controversy or claim as provided in this Section 8.5.
The Financing Credit Parties, and OPIC hereby agree to the jurisdiction of the
arbitral panel with respect to such dispute, controversy or claim referred to
arbitration. The arbitration shall be conducted in the English language.



                                      101
<PAGE>   108

                           (b) ARBITRATORS; SELECTION; QUALIFICATIONS. The
arbitration shall be conducted by three (3) arbitrators. Each of (i) OPIC, on
the one hand, and (ii) the Financing Credit Parties jointly, on the other hand,
shall appoint one arbitrator, and each appointing party shall notify the other
appointing party (parties) of the name of its appointee within sixty (60) days
of the date of the Arbitration Notice. The two (2) arbitrators so selected shall
together, within sixty (60) days after the date on which the first two (2)
arbitrators were required to be appointed, appoint the third, presiding
arbitrator. If an arbitrator must be replaced for any reason, the party or
parties that selected such arbitrator shall appoint a substitute arbitrator
within thirty (30) days of the date upon which such replacement became
necessary. If such appointing party or parties fails to appoint any arbitrator
(whether the original or replacement arbitrator, as the case may be) within the
time limits provided hereunder, such arbitrator(s) shall, upon the written
request of any party to the arbitration that has made its appointment, be
appointed by the ICC. Each arbitrator shall be fluent in the English language,
shall be a disinterested person, and shall be an attorney qualified to practice
law in the Washington, D.C. metropolitan area for a minimum of five (5) years,
with experience in representing lenders and borrowers in international financial
transactions. Any party to such an arbitral proceeding may, within ten (10) days
of notice of an appointment, challenge the appointment of an arbitrator as
lacking the qualifications set forth in the preceding sentence pursuant to the
procedures prescribed by the ICC. Any determination by the ICC as to
qualifications shall be final and binding and not subject to judicial review.

                           (c) LAW. Each arbitral panel established hereunder
shall make its decisions entirely on the basis of this Agreement, the relevant
Notes or the relevant Financing Documents, as applicable, the governing law
provisions herein or therein, and the Rules. Any arbitration proceeding or award
rendered hereunder and the validity, effect and interpretation of the
arbitration agreement contained in this Section 8.5 shall be governed by the
laws of the State of New York (without reference or regard to its principles of
conflict of laws) and by the New York Convention on the Recognition and
Enforcement of Foreign Arbitration Awards, June 10, 1958.

                           (d) STATEMENTS OF CLAIM AND DEFENSE; REPRESENTATION;
PROCEEDINGS. OPIC shall communicate its statement of claim and/or defense in
writing to the other parties to the arbitration and the arbitral panel within a
period of time to be determined by the panel. Such other parties shall file a
statement of claim and/or defense within a period of time to be determined by
the panel. The parties to the arbitration may be represented or assisted by
legal counsel of their choice. The arbitral panel shall determine a date on
which it shall commence taking evidence, which date shall not be less than sixty
(60) days after the submission of such statement of claim or defense, unless the
parties to the arbitration agree otherwise. Where the Rules do not provide for a
particular situation, the arbitral panel shall by a majority, in its absolute
discretion, determine the course of action to be followed and its decision shall
be final.

                           (e) AWARDS. The arbitral panel shall issue a written
decision and award within sixty (60) days after the conclusion of the relevant
proceedings. Any award of the arbitral panel shall be final and binding, and
judgment upon any arbitral award may be entered and enforced by any court or
judicial authority of competent jurisdiction. Any money award shall be made and
shall be payable in Dollars. The award shall be limited to the scope of the
submissions and in no



                                      102
<PAGE>   109

circumstance shall the arbitral panel render an award ex aequo et bono or as
amiable compositeur. If any party to the arbitration wishes to submit a request
that the arbitral panel interpret the award or correct any clerical,
typographical or computation errors, or make an additional award as to claims
presented but omitted from the award, such request shall be submitted to the
arbitral panel and the other parties to the arbitration within ten (10) days
after the award. If the panel considers such request justified, after
considering the contention of the parties to the arbitration, the panel shall
promptly comply with such request.

                           (f) NO WAIVER. In invoking any arbitration pursuant
to this Section 8.5, OPIC shall not be deemed to have waived any rights,
immunities or privileges to which it or any of its directors, officers or
employees is entitled. By submitting to arbitration, OPIC shall not be deemed to
have submitted to the jurisdiction of any court other than the United States
Court of Claims in Washington, D.C.


                                   ARTICLE IX
                                  MISCELLANEOUS

                  SECTION 9.1. NOTICES. Each report, demand, notice and other
communication to be given under this Agreement or the Notes shall be in writing
in the English language, be delivered by hand, overnight courier, registered or
certified mail (with all postage thereon prepaid), telegram, or facsimile, and
be deemed to have been duly given when received by the addressee, or if sent by
facsimile upon transmission to the below specified number with confirmation of
same (or on the immediately succeeding Business Day, if received or transmitted
either on a day which is not a Business Day or after 5:00 p.m. on a day which is
a Business Day, in either case in the city where the principal office of the
recipient is situated), as follows:

                           If to any Financing Party:

                                    PBO Property Fund, L.L.C.
                                    c/o Banc One Capital Corporation
                                    OHI 0340
                                    1101 30th Street, N.W.
                                    Suite 200
                                    Washington, DC 20007
                                    Facsimile:     (202) 333-1158
                                    Telephone:     (202) 337-6300
                                    Attn: Mr. William A. Delphos,
                                          Managing Director

                                    With a copy to:

                                    Pioneer Real Estate Advisors, Inc.
                                    60 State Street
                                    Boston, MA 02109



                                      103
<PAGE>   110

                                    Facsimile:      (617) 422-4286
                                    Telephone:      (617) 422-4804
                                    Attn.: Mr. Stephen G. Kasnet, President

                                    and

                                    The Pioneer Group, Inc.
                                    60 State Street
                                    Boston, MA 02109
                                    Facsimile: (617) 422-4293
                                    Telephone: (617) 422-4981
                                    Attn: Robert P. Nault

                           If to OPIC:

                                    Overseas Private Investment Corporation
                                    1100 New York Ave., N.W.
                                    Washington, D.C.  20527
                                    United States of America
                                    Attn:  Vice President and Treasurer, with a
                                    copy to the Vice President, Investment Funds
                                    Facsimile:  (202) 842-5194

Any party, by written notice to the other, may change the address to which such
communications should be sent to it.

                  SECTION 9.2. ENGLISH LANGUAGE. All documents to be furnished
and communications to be given or made under this Agreement or any other
Financing Document to which any Financing Party is a party shall be in the
English language or, if in another language, shall be accompanied by a
translation into English certified by an Authorized Officer of the Fund as
complete and accurate, which translation shall, except as prohibited by
applicable law, be the governing version among the Financing Parties and OPIC.

                  SECTION 9.3. GOVERNING LAW. THIS AGREEMENT AND THE NOTES SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, UNITED STATES OF AMERICA.

                  SECTION 9.4. SUCCESSION.

                           (a) This Agreement shall inure to the benefit of and
be binding upon the successors and assigns of the parties hereto, PROVIDED that
no Financing Credit Party shall, without OPIC's prior written consent, assign or
delegate all or any part of its respective interests or obligations herein or
hereunder.



                                      104
<PAGE>   111

                           (b) Except as contemplated in Article II in respect
to Indemnified Persons, no Person not a Party hereto is intended to be a
beneficiary of any provision of this Agreement, and no provision of this
Agreement is intended to or shall be construed to create any right in favor of
any other Person not a Party hereto.

                  SECTION 9.5. SURVIVAL OF AGREEMENTS. Each agreement,
representation, warranty and covenant by or on behalf of any Financing Party
contained or referred to in this Agreement shall survive any investigation at
any time made by OPIC and shall survive the Disbursement of the Loan, except for
changes permitted hereby, provided, however, that each such agreement,
representation, warranty and covenant by the Managing Member as to itself only
shall terminate three (3) years after all amounts due or to become due under
this Agreement, the Notes or any other Financing Documents are paid in full.

                  SECTION 9.6. INTEGRATION; AMENDMENTS. On and after the date
hereof this Agreement embodies the entire understanding of the parties hereto,
and supersedes all prior negotiations, understandings and agreements (including
the Original Finance Agreement) among them with respect to the subject matter
hereof. The provisions of this Agreement may be waived, supplemented or amended
only by an instrument in writing signed by Authorized Officers of the parties
hereto, PROVIDED, HOWEVER, that any Consent Notice issued by OPIC on a
conditional basis and requiring agreement by the parties hereto may be executed
and delivered by OPIC and the Managing Member acting on its own behalf and on
behalf of the Fund without the written consent of the other parties hereto.

                  SECTION 9.7. SEVERABILITY. If any provision of this Agreement
is prohibited or held to be invalid, illegal or unenforceable in any
jurisdiction, the parties hereto agree, to the fullest extent permitted by law,
that (a) the validity, legality and enforceability of the other provisions in
such jurisdiction shall not be affected or impaired thereby and (b) any such
prohibition, invalidity, illegality or unenforceability shall not render such
provision prohibited, invalid, illegal, or unenforceable in any other
jurisdiction.

                  SECTION 9.8. NO WAIVER.

                           (a) No failure or delay by OPIC in exercising any
right, power or remedy shall operate as a waiver thereof or otherwise impair any
of its rights, powers or remedies. No single or partial exercise of any such
right shall preclude any other or further exercise thereof or the exercise of
any other legal right. No waiver of any such right shall be effective unless
given in writing.

                           (b) The rights and remedies provided for herein are
cumulative and are not exclusive of any other rights, powers or remedies
provided by law. The assertion or employment of any right or remedy hereunder,
or otherwise, shall not prevent the concurrent assertion of any other
appropriate right or remedy.



                                      105
<PAGE>   112

                  SECTION 9.9. COOPERATION. Each party hereto shall take all
actions within its power, and execute such documents, as may be appropriate or
desirable: (a) to give full effect to the rights and obligations hereunder of
the parties hereto; and (b) in furtherance thereof:

                                    (i) in the case of the Financing Credit
                  Parties, to complete the transfer to OPIC of all rights to
                  which OPIC may be entitled by reason of any payment hereunder,
                  including all rights with respect to any Holding Company
                  Security, Portfolio Security, Portfolio Holding Company
                  Security, Interim Security or other interests or rights of
                  OPIC under any Security Document, and

                                    (ii) in the case of OPIC, where OPIC has
                  required the Financing Credit Parties to grant to it a
                  Mortgage Lien on any Real Estate Assets of a Controlled
                  Portfolio Company,

                                            (A) to execute such non-disturbance
                           agreements in favor of the lessees of a Project as
                           shall be customary in the relevant jurisdiction in
                           respect to the lease of a Project, PROVIDED, HOWEVER,
                           that such agreements in no event impose any greater
                           limitation or restriction on OPIC's rights and
                           remedies under the Financing Documents in respect to
                           the subject lease(s) than is applicable to any
                           relevant Financing Credit Party or to any other
                           mortgagee of, the subject Controlled Portfolio
                           Company, and

                                            (B) where a Person which wishes to
                           extend a loan in a substantial amount to a Controlled
                           Portfolio Company, which loan constitutes
                           Indebtedness permitted by Section 7.2(b), advises the
                           Fund in writing that such Person requires, as a
                           condition to the provision of such Indebtedness, that
                           the Financing Credit Parties grant it a first
                           priority Lien on any of the Real Estate Assets owned
                           or leased by such Controlled Portfolio Company and
                           that OPIC subordinate any Mortgage Lien that OPIC has
                           obtained with regard to such Real Estate Assets to
                           the payment of such Indebtedness, to execute such
                           subordination agreements in regard to such
                           Indebtedness as shall be reasonably required in favor
                           of such Person, PROVIDED, HOWEVER, that such
                           subordination agreement shall in no event impose any
                           greater limitation or restriction on OPIC's rights
                           and remedies under the Financing Documents in respect
                           to the mortgaged Real Estate Assets than is
                           applicable to any other holder of secured
                           Indebtedness in respect to such assets (including any
                           Financing Party that holds any such Indebtedness).

                  SECTION 9.10. WAIVER OF JURY TRIAL. Each Financing Credit
Party and OPIC hereby irrevocably waives, to the fullest extent permitted by
law, any right to have a jury participate in resolving any dispute arising out
of, in connection with, related to, or incidental to the relationship among them
established by this Agreement, any Financing Document or any other instrument,
document or agreement entered into in connection with this Agreement or the
transactions contemplated hereby.



                                      106
<PAGE>   113

                  SECTION 9.11. WAIVER OF LITIGATION PAYMENTS. In the event that
any action or lawsuit is initiated by or on behalf of OPIC against any Financing
Credit Party, or any other party to any Financing Document, each Financing
Credit Party, to the fullest extent permissible under applicable law,
irrevocably waives its right to, and agrees not to request, plead, or claim that
OPIC or its successors, transfers, and assigns (any such Person, an "OPIC
PLAINTIFF") post, pay, or offer, any cautio judicatum solvi bond, litigation
bond, or any other bond, fee, payment, or security measure provided for by any
provision of law applicable to such action or lawsuit (any such bond, fee,
payment, or measure, a "LITIGATION PAYMENT"), and the Financing Credit Parties
further waive any right that any of them may now or hereafter have to object to
an OPIC Plaintiff's claim that such OPIC Plaintiff should be exempt or immune
from posting, paying, making or offering any such Litigation Payment.

                  SECTION 9.12. FURTHER ASSURANCES. From time to time, the
Financing Credit Parties shall execute and deliver to OPIC such additional
documents as OPIC reasonably may require to carry out the purposes of this
Agreement or the Financing Documents or to preserve and protect OPIC's rights as
contemplated herein or therein.

                  SECTION 9.13 TERMINATION OF CERTAIN COVENANTS. The obligations
of the Financing Parties to comply with the covenants contained in the following
Sections shall terminate when all amounts due to OPIC hereunder, other than
amounts payable in respect of the Deferred Guaranty Fee (if the Fund has not in
accordance herewith paid the OPIC Make Whole Amount), shall be paid in full,
PROVIDED, HOWEVER, that if OPIC is required to return any such amounts, in whole
or in part, in case of any bankruptcy, insolvency or reorganization of any
Financing Party, or for any other reason, then said covenants shall be
automatically and immediately reinstated and continue in full force and effect
until all of said returned amounts have been paid in full to OPIC:

                           (a)      Section 6.2(a);

                           (b)      Section 6.4(c);

                           (c)      Section 6.5;

                           (d)      Section 6.10;

                           (e)      Section 6.13;

                           (f)      Section 6.14;

                           (g)      Section 6.15;

                           (h)      Section 7.1;

                           (i)      Section 7.2;


                                      107
<PAGE>   114

                           (j)      Section 7.3(d);

                           (k)      Section 7.7;

                           (l)      Sections 7.8(c);

                           (m)      Section 7.10(b) and (c);

                           (n)      Section 7.12;

                           (o)      Section 7.13;

                           (p)      Section 7.14; and

                           (q)      Section 7.15.

                  SECTION 9.14. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which together shall constitute one and the same instrument.

                  SECTION 9.15. CERTAIN DISPUTES. In the event of any dispute
between one or more of the Financing Parties, on the one hand, and OPIC, on the
other hand, regarding the determination of any amount of Net Cash Flow, such
dispute shall, at the option of OPIC or the Fund, be finally resolved by a party
selected by OPIC and reasonably acceptable to the Fund, within fifteen (15)
Business Days following submission by the disputing parties to such advisor of
reasonably documented and concise statements of their respective positions.

                  SECTION 9.16. RELEASE. Notwithstanding anything to the
contrary herein, after all amounts due to OPIC under all Financing Documents
(including the OPIC Make Whole Amount or the Deferred Guaranty Fee, as
applicable) shall have been paid in full, at the Fund's sole cost and expense,
OPIC shall, in accordance with the Security Documents, release the Fund from all
provisions of the Financing Documents in favor of OPIC and to which it is a
party, other than any provision requiring payment on any indemnity or
contribution.

                  SECTION 9.17. CERTAIN LIENS.

                           (a) STANDSTILL ELIGIBLE PROJECTS. The Parties (i)
recognize that a significant element of the Fund's investment strategy is the
acquisition and development of Projects owned by Controlled Portfolio Companies
in which there are Participants (reasonably acceptable to OPIC); and (ii) agree
that:

                                    (A) the Security Documents with respect to
                           the assets of such Controlled Portfolio Companies (as
                           distinct from the Security Documents



                                      108
<PAGE>   115

                           with respect to all ownership, debt, contract and
                           other right, title and interests of the Financing
                           Credit Parties in and to such Controlled Portfolio
                           Companies) will be structured, and the cash and
                           other proceeds controlled by OPIC that are derived
                           from enforcement of such Liens on the assets of any
                           such Controlled Portfolio Companies for the benefit
                           of OPIC will be applied, with due regard for the
                           relevant Participants' documented economic interests
                           that have been fully disclosed by the Fund to OPIC
                           in writing prior to OPIC's approval of such Project,
                           and

                                    (B) the Security Documents with respect to
                           the assets of such Controlled Portfolio Companies in
                           which such Participants own a material equity
                           interest (each such Controlled Portfolio Company, a
                           "STANDSTILL ELIGIBLE PROJECT") will, subject to the
                           satisfaction of such conditions as are reasonably
                           required by OPIC and the Fund, including that such
                           Standstill Eligible Projects satisfy certain
                           requirements with regard to financial performance,
                           contain standstill and other provisions affecting
                           OPIC's right, during the continuance of any Event of
                           Default not specifically related to such Standstill
                           Eligible Projects and such Controlled Portfolio
                           Companies, to foreclose, compel the sale, liquidate
                           or take other action with respect to the assets of
                           such Controlled Portfolio Companies which would
                           preclude the Financing Credit Parties from operating
                           such assets in accordance with the Financing
                           Documents (as distinct from OPIC's rights and
                           remedies with respect to all ownership, debt,
                           contract and other right, title and interests of the
                           Financing Credit Parties in and to such Controlled
                           Portfolio Companies, which shall not be affected in
                           any manner by this Section 9.17 or the relevant
                           Security Documents with respect to the assets of such
                           Controlled Portfolio Companies),

PROVIDED, HOWEVER, that the foregoing shall in no event limit or release the
requirement that all of the Liens for the benefit of OPIC on the assets of
Controlled Portfolio Companies must satisfy the requirements of Section 3.5.

                           (b) IMPLEMENTATION. The Parties shall cooperate to
implement the foregoing provisions of this Section 9.17 in the relevant Security
Documents with respect to each Standstill Eligible Project.

                  SECTION 9.18. CERTAIN RIGHTS. Section 2.4(c) of the Organizer
Interest Pledge Agreement gives OPIC the right, in the event the Fund has made
an investment in a Project with respect to which construction has commenced but
has not been completed, upon the occurrence and during the continuance of an
Event of Default, to issue, or cause the Managing Member and Pioneer to issue,
one or more notices of drawdown and contribution notices, respectively, for the
purpose of causing the Members, on the one hand, and Pioneer and the Special
Member, on the other hand, to make certain capital contributions to the Fund and
the Managing Member, respectively. Except as provided in said Section 2.4(c),
neither OPIC nor any Person claiming by, through or under OPIC



                                      109
<PAGE>   116

shall have the right to cause any Member or any member of the Managing Member to
make (a) a capital contribution to the Fund or the Managing Member that has not
theretofore been called pursuant to a notice of drawdown or contribution notice
issued by the Managing Member (while controlled by Pioneer and Banc One Capital
Holdings Corporation or any of their respective Affiliates) or Pioneer, as
applicable, or (b) any loan to the Fund or the Managing Member, pursuant to the
Charter Documents of the Fund or the Managing Member or any other agreement or
otherwise, whether to repay the Notes or the Loan or for any other purpose;
PROVIDED, HOWEVER, that the foregoing shall not limit any obligations of (1)
Pioneer, TPG or the Special Member under the Indemnity Agreement, the
Subordination Agreement or the Organizer Interest Pledge Agreement, (2) any
Member to return to the Fund any distributions which it has received that were
made in violation of any Financing Document or applicable law, or (3) OPIC's
rights under any Financing Document or applicable law to enforce any such
obligations.




                                ****************

                      [Signatures appear on following page]


                                      110
<PAGE>   117


                  IN WITNESS WHEREOF, each of the parties hereto has caused this
Amended and Restated Finance Agreement to be executed and delivered on its
behalf by its duly authorized representative as of the date first above written.

                                    OVERSEAS PRIVATE INVESTMENT CORPORATION


                                    By:     /s/ Austin J. Belton
                                        ----------------------------------------
                                    Its:    Investment Funds Manager
                                        ----------------------------------------


                                    PBO PROPERTY FUND, L.L.C.,
                                    a Delaware limited liability company

                                    By:     PBO Property Capital, L.L.C.,
                                            a Delaware limited liability company
                                    Its:    Managing Member


                                            By:    /s/ Stephen G. Kasnet
                                                --------------------------------
                                            Its:   President
                                                --------------------------------


                                    PBO PROPERTY CAPITAL, L.L.C.,
                                    a Delaware limited liability company

                                    By:     Pioneer Real Estate Advisors, Inc.,
                                            a Delaware corporation
                                    Its:    Managing Member


                                            By:    /s/ Stephen G. Kasnet
                                                --------------------------------
                                            Its:   President
                                                --------------------------------



<PAGE>   118

                                    PBO HOLDINGS, L.L.C.,
                                    a Delaware limited liability company

                                    By:     PBO Property Fund, L.L.C.,
                                            a Delaware limited liability company
                                    Its:    Sole Member

                                            By:    /s/ Stephen G. Kasnet
                                                --------------------------------
                                            Its:   President
                                                --------------------------------

<PAGE>   119




    SUFFOLK COUNTY                  )':
---------------------------
    MASSACHUSETTS                   )
---------------------------


                  I, Susan Gullak, a notary public in and for SUFFOLK COUNTY,
MA, DO HEREBY CERTIFY that STEPHEN G. KASNET, a duly Authorized Officer of PBO
Property Fund, L.L.C. (the "Fund"), a Delaware limited liability company,
personally appeared before me, personally known to me and known by me to be the
person who executed on behalf of the Fund the Amended and Restated Finance
Agreement annexed hereto, who acknowledged the same to be his or her own free
act and deed and the free act and deed of the Fund, and that he or she had the
necessary authority to do so.

       Given under my hand and notarial seal this 18TH day of MAY, 1998.



                                                /s/ Susan Gullak
                                              ----------------------------------
                                              Notary Public

                                              My Commission Expires: 2 JULY 2004




<PAGE>   120




     SUFFOLK COUNTY                                  ) ':
----------------------------
     MASSACHUSETTS                                   )
----------------------------


        I, SUSAN GULLAK, a notary public in and for SUFFOLK COUNTY, MA, DO
HEREBY CERTIFY that STEPHEN G. KASNET, a duly Authorized Officer of PBO
Property Capital, L.L.C. (the "Managing Member"), a Delaware limited liability
company, personally appeared before me, personally known to me and known by me
to be the person who executed on behalf of the Managing Member the Amended and
Restated Finance Agreement annexed hereto, who acknowledged the same to be his
or her own free act and deed and the free act and deed of the Managing Member,
and that he or she had the necessary authority to do so.

        Given under my hand and notarial seal this 18TH day of MAY, 1998.




                                                /s/ Susan Gullak
                                              ----------------------------------
                                              Notary Public

                                              My Commission Expires: 2 JULY 2004


<PAGE>   121





     SUFFOLK COUNTY                                  ) ':
----------------------------
      MASSACHUSETTS                                  )
----------------------------


        I, SUSAN GULLAK, a notary public in and for SUFFOLK COUNTY, MA, DO
HEREBY CERTIFY that STEPHEN G. KASNET, a duly Authorized Officer of PBO
Holdings, L.L.C. (the "Holding Company"), a Delaware limited liability company,
personally appeared before me, personally known to me and known by me to be the
person who executed on behalf of the Holding Company the Amended and Restated
Finance Agreement annexed hereto, who acknowledged the same to be his or her own
free act and deed and the free act and deed of the Holding Company, and that he
or she had the necessary authority to do so.

        Given under my hand and notarial seal this 18TH day of MAY, 1998.





                                                /s/ Susan Gullak
                                              ----------------------------------
                                              Notary Public

                                              My Commission Expires: 2 JULY 2004