<PAGE>   1
Record and return to:                                              EXHIBIT 4.12

Latham & Watkins
885 Third Avenue
New York, New York 10022
Attention: Wylie S. Allen, Esq.













                        STERLING PULP CHEMICALS, INC.,

                                    Grantor,

                                       to

    HARRIS TRUST COMPANY OF NEW YORK, as collateral agent for the benefit of
    itself and certain other holders (collectively, the "Holders") of the 12
   3/8% Senior Secured Notes due July 15, 2006 (together with its successors
         and assigns from time to time acting as the collateral agent
        under the Indenture referred to below, the "Collateral Agent"),

                                      and

                     U.S. BANK TRUST NATIONAL ASSOCIATION,
       as Georgia co-agent (together with its successors and assigns from
       time to time acting as Georgia co-agent, the "Georgia Agent," the
           Collateral Agent and the Georgia Agent herein collectively
                           referred to as "Grantee")



              ---------------------------------------------------

              SECOND LEASEHOLD DEED TO SECURE DEBT, ASSIGNMENT AND
                               SECURITY AGREEMENT

              ---------------------------------------------------


                           Dated as of July 23, 1999

           This instrument affects certain real and personal property
                           located in Lowndes County,
                               State of Georgia.



<PAGE>   2




                               TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                                           Page
<S>            <C>                                                                         <C>
                                             ARTICLE I

                              COVENANTS AND AGREEMENTS OF THE GRANTOR

SECTION 1.1    Payment of Obligations........................................................5
SECTION 1.2    Title to Collateral, etc......................................................5
SECTION 1.3    Title Insurance...............................................................5
SECTION 1.4    Recordation...................................................................6
SECTION 1.5    Payment of Impositions, etc...................................................6
SECTION 1.6    Insurance and Legal Requirements..............................................6
SECTION 1.7    Security Interests, etc.......................................................7
SECTION 1.8    Permitted Contests............................................................7
SECTION 1.9    Leases........................................................................7
SECTION 1.10   Compliance with Instruments...................................................7
SECTION 1.11   Maintenance and Repair, etc...................................................8
SECTION 1.12   Alterations, Additions, etc...................................................8
SECTION 1.13   Acquired Property Subject to Security Title/Security Interest.................8
SECTION 1.14   Assignment of Rents, Proceeds, etc............................................8
SECTION 1.15   No Claims Against the Grantee.................................................9
SECTION 1.16   Indemnification...............................................................9
SECTION 1.17   No Credit for Payment of Taxes...............................................10
SECTION 1.18   Intentionally Omitted........................................................10
SECTION 1.19   No Transfer of the Property..................................................10
SECTION 1.20   Security Agreement...........................................................10
SECTION 1.21   Representations and Warranties...............................................11
SECTION 1.22   Grantor's Covenants..........................................................11
SECTION 1.23   Attornment...................................................................11

                                              ARTICLE II

                            INSURANCE; DAMAGE, DESTRUCTION OR TAKING, ETC

SECTION 2.1   Insurance.....................................................................12
SECTION 2.2   Damage, Destruction or Taking; Grantor to Give Notice; Assignment of Awards...13
SECTION 2.3   Application of Proceeds and Awards............................................14
SECTION 2.4   Total Taking and Total Destruction............................................15

                                              ARTICLE III

                                   EVENTS OF DEFAULT; REMEDIES, ETC

SECTION 3.1   Events of Default; Acceleration...............................................16
SECTION 3.2   Legal Proceedings; Judicial Foreclosure.......................................16
SECTION 3.3   Power of Sale.................................................................16
SECTION 3.4   Uniform Commercial Code Remedies..............................................17
SECTION 3.5   Grantee Authorized Go Execute Deeds, etc......................................17

</TABLE>

                                       i

<PAGE>   3


<TABLE>
<CAPTION>
                                                                                           Page
<S>           <C>                                                                          <C>
SECTION 3.6   Purchase of Collateral by Grantee.............................................17
SECTION 3.7   Receipt a Sufficient Discharge to Purchaser...................................17
SECTION 3.8   Waiver of Appraisement, Valuation, etc........................................17
SECTION 3.9   Sale a Bar Against Grantor....................................................17
SECTION 3.10  Obligations to Become Due on Sale.............................................18
SECTION 3.11  Application of Proceeds of Sale and Other Moneys..............................18
SECTION 3.12  Appointment of Receiver.......................................................18
SECTION 3.13  Possession, Management and Income.............................................19
SECTION 3.14  Right of Grantee to Perform Grantor's Covenants, etc..........................19
SECTION 3.15  Subrogation...................................................................19
SECTION 3.16  Remedies, etc., Cumulative....................................................19
SECTION 3.17  Provisions Subject to Applicable Law..........................................19
SECTION 3.18  No Waiver, etc................................................................20
SECTION 3.19  Compromise of Actions, etc....................................................20
SECTION 3.20  Foreclosure - Authority Lease.................................................20

                                            ARTICLE IV

                                            DEFINITIONS

SECTION 4.1  Terms Defined in this Deed.....................................................20
SECTION 4.2  Use of Defined Terms...........................................................22
SECTION 4.3  Indenture Definitions..........................................................22

                                            ARTICLE V

                                          MISCELLANEOUS

SECTION 5.1   Further Assurances; Financing Statements......................................22
SECTION 5.2   Additional Security...........................................................22
SECTION 5.3   Satisfaction; Partial Release, etc............................................23
SECTION 5.4   Notices, etc..................................................................23
SECTION 5.5   Waivers, Amendments, etc......................................................23
SECTION 5.6   Cross-References..............................................................23
SECTION 5.7   Headings......................................................................23
SECTION 5.8   Currency......................................................................23
SECTION 5.9   Governing Law.................................................................23
SECTION 5.10  Successors and Assigns, etc...................................................23
SECTION 5.11  Waiver of Jury Trial; Submission to Jurisdiction..............................23
SECTION 5.12  Severability; Conflicts.......................................................24
SECTION 5.13  Security Agreements...........................................................24
SECTION 5.14  Usury Savings Clause..........................................................24
SECTION 5.15  Future Advances...............................................................25
SECTION 5.16  Georgia Agent.................................................................25
SECTION 5.17  Subordination to First Deed...................................................25

SCHEDULE 1                 Legal Description of the Land
SCHEDULE 2                 Permitted Encumbrances

</TABLE>

                                       ii
<PAGE>   4





                     SECOND LEASEHOLD DEED TO SECURE DEBT,
                       ASSIGNMENT AND SECURITY AGREEMENT

     THIS SECOND LEASEHOLD DEED TO SECURE DEBT, ASSIGNMENT AND SECURITY
AGREEMENT, dated as of July 23 1999 (this "Deed"), made by STERLING PULP
CHEMICALS, INC., a Georgia corporation (the "Grantor"), having an address at
1200 Smith, Suite 1900, Houston, Texas 77002-4312, to HARRIS TRUST COMPANY OF
NEW YORK, a New York corporation ("Harris Trust"), as collateral agent for the
benefit of itself and certain other holders (collectively, the "Holders") of
the 12 3/8% Senior Secured Notes due July 15, 2006, having an address at Wall
Street Plaza, 19th Floor, 88 Pine Street, New York, New York 10005 (together
with its successors and assigns from time to time acting as collateral agent
under the Indenture referred to below, the "Collateral Agent"), and U.S. BANK
TRUST NATIONAL ASSOCIATION, a banking association, having an address at GAAT
3384, 3384 Peachtree Road, NE, Suite 200, Atlanta, Georgia 30326, as Georgia
co-agent (together with its successors and assigns from time to time acting as
Georgia co-agent, the "Georgia Agent," with the Collateral Agent and the
Georgia Agent herein collectively referred to as "Grantee").



                         W I T N E S S E T H  T H A T:

     WHEREAS, the Grantor is on the date of delivery hereof the owner of fee
title (or easement or leasehold estate if otherwise indicated herein or on
Schedule 1 hereto) to the parcel of land described in Schedule 1 hereto (the
"Land") and of the Improvements (hereinafter defined);

     WHEREAS, the Collateral Agent, as collateral agent and indenture trustee,
and Sterling Chemicals, Inc., a Delaware corporation, as issuer ("Issuer") have
entered into that certain Indenture, dated as of the date hereof (as amended,
restated, supplemented or otherwise modified from time to time, the
"Indenture"), pursuant to which the Issuer issued Two Hundred Ninety Five
Million and NO/100 Dollars ($295,000,000) in the aggregate principal amount of
12 3/8% Senior Secured Notes due July 15, 2006 (the "Senior Secured Notes");
and

     WHEREAS, Grantor has granted a first priority Leasehold Deed to Secure
Debt, Assignment and Security Agreement (the "First Deed") encumbering the
Collateral pursuant to that certain Revolving Credit Agreement (the "Credit
Agreement"), by and among Sterling Chemicals, Inc., Sterling Canada, Inc.,
Sterling Pulp Chemicals US, Inc., Grantor, Sterling Chemicals Energy, Inc. and
Sterling Chemicals



<PAGE>   5




International, Inc., as Borrowers (collectively, "Borrowers"), various
financial institutions, as lenders ("Lenders"), DLJ Capital Funding, Inc., as
syndication agent ("Syndication Agent"), The CIT Group/Business Credit, Inc.,
as the administrative agent and collateral agent (the "Administrative Agent"),
and Credit Suisse First Boston, as the documentation agent; and

     WHEREAS, pursuant to the terms of the Credit Agreement, the Lenders (as
defined in the Credit Agreement) have agreed to make Fixed Assets Loans (as
defined in the Credit Agreement) (the "Senior Loan") to the Borrowers (as
defined in the Credit Agreement) in the maximum original principal amount of
Seventy Million Dollars ($70,000,000), the payment of which is secured by,
inter alia, the First Deed encumbering the Property; and

     WHEREAS, during the pendency of the Senior Loan, this Deed shall be
subordinate and inferior to the First Deed; and

     WHEREAS, the Grantor has duly authorized the execution, delivery and
performance of this Deed.

                                     GRANT:

     NOW, THEREFORE, for and in consideration of the premises, and of the
mutual covenants herein contained, and in order to induce the Holders to
purchase the Senior Secured Notes, and to secure the full, timely and proper
payment and performance of and compliance with each and every one of the
Obligations (as hereinafter defined), the Grantor hereby irrevocably grants,
bargains, sells, sets over, warrants, aliens, demises, releases, hypothecates,
pledges, assigns, transfers and conveys to the Grantee and its successors,
successors in title and assigns, forever, all of the following (the
"Collateral"):

          (a) Real Estate. All of Grantor's estate, interest, rights,
     privileges and benefits (including, without limitation, any option to
     purchase fee simple title) existing under or created by that certain
     Indenture of Lease by and between Valdosta-Lowndes County Industrial
     Authority (as Lessor) and Sterling Pulp Chemicals US, Inc. (as Lessee)
     dated October 1, 1995, and recorded in Deed Book 1331, Page 27, Lowndes
     County, Georgia Records, with a Memorandum of Lease Agreement dated as of
     October 1, 1995, being recorded in Deed Book 1240, page 1, aforesaid
     records, as assigned by Sterling Pulp Chemicals US, Inc. to Grantor by
     instrument dated August 6, 1996, and recorded in Deed Book 1333, Page 123,
     and rerecorded in Deed Book 1349, Page 83, aforesaid records
     (collectively, the "Authority Lease") covering and affecting the Land, and
     all of Grantor's interest in and to all of the Land and all additional
     lands and estates therein now owned or hereafter-acquired by the Grantor
     for use or development with the Land or any portion thereof, together with
     all and singular the tenements, rights, easements, hereditaments, rights
     of way, privileges, liberties, appendages and appurtenances now or
     hereafter belonging or in any way pertaining to the Land and such
     additional lands and estates therein (including, without limitation, all
     rights relating to storm and sanitary sewer, water, gas, electric, railway
     and telephone services); all development rights, air rights, riparian
     rights, water, water rights, water stock, all rights in, to and with
     respect to any and all oil, gas, coal, minerals and other substances of
     any kind or character underlying or relating to the Land and such
     additional lands and estates therein and any interest therein; all estate,
     claim, demand, right, title or interest of the Grantor in and to any
     street, road, highway or alley, vacated or other, adjoining the Land or
     any part thereof and such additional lands and estates therein; all strips
     and gores belonging, adjacent or pertaining to the Land or such additional
     lands and estates (herein collectively referred to as the "Real Estate");


                                       2
<PAGE>   6




          (b) Improvements. All of Grantor's right, title and interest in and
     to all buildings, structures and other improvements now existing on the
     Land and any additions and alterations thereto or replacements thereof,
     now or hereafter built, constructed or located upon the Real Estate; and,
     to the extent that any of the following items of property constitutes
     fixtures under applicable laws, all furnishings, fixtures, fittings,
     appliances, apparatus, equipment, machinery, building and construction
     materials and other articles of every kind and nature whatsoever and all
     replacements thereof, now or hereafter affixed or attached to, placed upon
     or used in any way in connection with the complete and comfortable use,
     enjoyment, occupation, operation, development and/or maintenance of the
     Real Estate or such buildings, structures and other improvements,
     including, but not limited to, partitions, furnaces, boilers, oil burners,
     radiators and piping, plumbing and bathroom fixtures, refrigeration,
     heating, ventilating, air conditioning and sprinkler systems, other fire
     prevention and extinguishing apparatus and materials, vacuum cleaning
     systems, gas and electric fixtures, incinerators, compactors, elevators,
     engines, motors, generators and all other articles of property which are
     considered fixtures under applicable law (such buildings, structures and
     other improvements and such other property are herein collectively
     referred to as the "Improvements"; the Real Estate and the Improvements
     are herein collectively referred to as the "Property");

          (c) Goods. All of Grantor's right, title and interest in and to all
     building materials, construction materials, appliances (including, without
     limitation, stoves, ranges, ovens, disposals, refrigerators, water
     fountains and coolers, fans, heaters, dishwashers, clothes washers and
     dryers, water heaters, hood and fan combinations, kitchen equipment,
     laundry equipment, kitchen cabinets and other similar equipment), stocks,
     supplies, blinds, window shades, drapes, carpets, floor coverings,
     manufacturing equipment and machinery, office equipment, growing plants
     and shrubberies, control devices, equipment (including window cleaning,
     building cleaning, swimming pool, recreational, monitoring, garbage, pest
     control and other equipment), motor vehicles, tools, furnishings,
     furniture, lighting, non-structural additions to the Real Estate and
     Improvements and all other tangible property of any kind or character,
     together with all replacements thereof, now or hereafter located on or in
     or used or useful in connection with the complete and comfortable use,
     enjoyment, occupation, operation, development and/or maintenance of the
     Property, regardless of whether or not located on or in the Property or
     located elsewhere for purposes of storage, fabrication or otherwise
     (herein collectively referred to as the "Goods");

          (d) Leases. All rights of the Grantor in, to and under all leases
     (other than the Authority Lease), licenses, occupancy agreements,
     concessions and other arrangements, oral or written, now existing or
     replacements thereof hereafter entered into, whereby any Person agrees to
     pay money or any other consideration for the use, possession or occupancy
     of, or any estate in, the Property or any portion thereof or interest
     therein (herein collectively referred to as the "Leases"), and the right,
     subject to applicable law, upon the occurrence of any Event of Default
     hereunder, to receive and collect the Rents (as hereinafter defined) paid
     or payable thereunder;

          (e) Plans. All rights of the Grantor in and to all plans and
     specifications, designs, drawings and other information, materials and
     matters heretofore or hereafter prepared relating to the Improvements or
     any construction on the Real Estate (herein collectively referred to as
     the "Plans");

          (f) Permits. All rights of the Grantor, to the extent assignable, in,
     to and under all permits, franchises, licenses, approvals and other
     authorizations respecting the use, occupation and operation of the
     Property and every part thereof and respecting any business or other
     activity conducted on or from the Property, and any product or proceed
     thereof or therefrom, including,


                                       3
<PAGE>   7




     without limitation, all building permits, certificates of occupancy and
     other licenses, permits and approvals issued by governmental authorities
     having jurisdiction (herein collectively referred to as the "Permits");

          (g) Contracts. All right, title and interest of the Grantor, to the
     extent assignable, in and to all certificates, warranties, appraisals,
     engineering, environmental, soils, insurance and other reports and
     studies, books, records, correspondence, files and advertising materials,
     and other documents, now or hereafter obtained or entered into, as the
     case may be, pertaining to the construction, use, occupancy, possession,
     operation, management, leasing, maintenance and/or ownership of the
     Property and all right, title and interest of the Grantor therein (herein
     collectively referred to as the "Contracts");

          (h) Leases of Furniture, Furnishings and Equipment. All right, title
     and interest of the Grantor as lessee in, to and under any leases of
     furniture, furnishings, equipment and any other Goods now or hereafter
     installed in or at any time used in connection with the Property;

          (i) Rents. All rents, issues, profits, royalties, avails, income and
     other benefits derived or owned, directly or indirectly, by the Grantor
     from the Property, including, without limitation, all rents and other
     consideration payable by tenants, claims against guarantors, and any cash
     or other securities deposited to secure performance by tenants, under the
     Leases (herein collectively referred to as "Rents"); and

          (j) Proceeds. All proceeds of the conversion, voluntary or
     involuntary of any of the foregoing into cash or liquidated claims,
     including, without limitation, proceeds of insurance and condemnation
     awards (herein collectively referred to as "Proceeds"), provided however,
     the Collateral shall not include any general intangibles or other rights
     arising under any contracts, instruments, licenses, or other documents as
     to which the grant of a lien and/or security interest would constitute a
     violation of a valid and enforceable restriction in favor of a third party
     on such grant, unless and until any required consents shall have been
     obtained; and further provided, however, in no event shall the Collateral
     hereunder include any item or classes of "Collateral" as defined in the
     Current Assets Security Agreement (as defined in the Credit Agreement) and
     provided further, that the Collateral shall include after acquired
     property to the extent, and only to the extent, that such after acquired
     property is in replacement or substitution of Collateral existing as of
     the date hereof.

     AND, without limiting any of the other provisions of this Deed, the
Grantor expressly grants to the Grantee, as secured party, a security interest
in all of those portions of the Collateral which are or may be subject to the
State Uniform Commercial Code provisions applicable to secured transactions;

     TO HAVE AND TO HOLD the Collateral to the use, benefit and behoof of the
Grantee, its successors, successors-in-title, and assigns, forever. This Deed
is intended to operate and is to be construed as a deed passing the title to
the Collateral to Grantee and is made under those provisions of the existing
laws of the State relating to deeds to secure debt and not as a mortgage, and
is given to secure the payment of the Obligations.

     FURTHER to secure the full, timely and proper payment and performance of
the Obligations, the Grantor hereby covenants and agrees with and warrants to
the Grantee as follows:


                                       4
<PAGE>   8




                                   ARTICLE I

                    COVENANTS AND AGREEMENTS OF THE GRANTOR

     SECTION 1.1. Payment of Obligations. (i) The Grantor agrees that:

          (a) Grantor will duly and punctually pay and perform or cause to be
     paid and performed each of its liabilities, duties and obligations
     pursuant to its Subsidiary Guarantees under the Indenture at the time and
     in accordance with the terms thereof, and

          (b) when and as due and payable from time to time in accordance with
     the terms hereof, pay and perform, or cause to be paid and performed, all
     other Obligations.

     SECTION 1.2. Title to Collateral, etc. The Grantor represents and warrants
to and covenants with the Grantee that:

          (a) except as otherwise permitted by the terms of the Indenture, as
     of the date hereof and at all times hereafter while this Deed is
     outstanding, the Grantor (1) is and shall be the absolute owner of the
     legal and beneficial title to the applicable interest in the Property and
     to all other property included in the Collateral, and (2) has and shall
     have good and marketable title in fee simple absolute, or easement or
     leasehold estate, as currently represented in the granting clause as of
     the date hereof, to the Property, subject in each case only to this Deed,
     the liens expressly permitted pursuant to the terms of the Indenture and
     the encumbrances set forth in Schedule 2 hereto (collectively, the
     "Permitted Encumbrances");

          (b) the Grantor has good and lawful right, power and authority to
     execute this Deed and to convey, transfer, assign, set over and grant the
     security title to and a security interest in the Collateral, all as
     provided herein;

          (c) this Deed has been duly executed, acknowledged and delivered on
     behalf of the Grantor, all consents and other actions required to be taken
     by the officers, directors, shareholders and partners, as the case may be,
     of the Grantor have been duly and fully given and performed and this Deed
     constitutes the legal, valid and binding obligation of the Grantor,
     enforceable against the Grantor in accordance with its terms; and

          (d) the Grantor, at its expense, will warrant and defend to the
     Grantee and any purchaser under the power of sale herein or at any
     foreclosure sale such title to the Collateral and the second security
     title and second priority perfected security interest of this Deed thereon
     and therein against all claims and demands and will maintain, preserve and
     protect such security title and security interest and will keep this Deed
     a valid, direct second security title of record on the Property and a
     second priority perfected security interest in the Collateral other than
     the Property, subject only to the Permitted Encumbrances.

     SECTION 1.3. Title Insurance.

     SECTION 1.3.1. Title Insurance Policy. Concurrently with the execution and
delivery of this Deed, the Grantor, at its expense, has obtained and delivered
to the Grantee a loan policy or policies of title insurance in an amount, and
in form and substance, reasonably satisfactory to the Grantee naming the
Grantee as the insured, insuring the title to and the second security title of
this Deed on the Property, with endorsements reasonably requested by the
Grantee. The Grantor has duly paid in full all premiums and other charges due
in connection with the issuance of such policy or policies of title insurance.


                                       5
<PAGE>   9




     Section 1.3.2. Title Insurance Proceeds. All proceeds received by and
payable to the Grantee for any loss under the loan policy or policies of title
insurance delivered to the Grantee pursuant to Section 1.3.1, or under any
policy or policies of title insurance delivered to the Grantee in substitution
therefor or replacement thereof, shall be the property of the Grantee and shall
be applied by the Grantee in accordance with the provisions of Section 2.3.

     Section 1.4. Recordation. The Grantor, at its expense, will at all times
cause this Deed and any instruments amendatory hereof or supplemental hereto
and any instruments of assignment hereof or thereof (and any appropriate
financing statements or other instruments and continuations thereof), and each
other instrument delivered in connection with the Indenture, the Senior Secured
Notes or any other Security Agreements executed pursuant to the Indenture and
intended thereunder to be recorded, registered and filed, to be kept recorded,
registered and filed, in such manner and in such places, and will pay all such
recording, registration, filing fees, taxes and other charges, and will comply
with all such statutes and regulations as may be required by law in order to
establish, preserve, perfect and protect the security title and security
interest of this Deed as a valid, direct second security title on the Property
and second priority perfected security interest in the Collateral other than
the Property, subject only to the Permitted Encumbrances. The Grantor will pay
or cause to be paid, and will indemnify the Grantee in respect of, all taxes
(including interest and penalties) at any time payable in connection with the
filing and recording of this Deed and any and all supplements and amendments
hereto.

     Section 1.5. Payment of Impositions, etc. Subject to Section 1.8 (relating
to permitted contests), the Grantor will pay or cause to be paid before the
same would become delinquent and before any fine, penalty, interest or cost may
be added for non-payment, all taxes, assessments, water and sewer rates,
charges, license fees, inspection fees and other governmental levies or
payments, of every kind and nature whatsoever, general and special, ordinary
and extraordinary, unforeseen as well as foreseen, which at any time may be
assessed, levied, confirmed, imposed or which may become a lien upon the
Collateral, or any portion thereof, or which are payable with respect thereto,
or upon the rents, issues, income or profits thereof, or on the occupancy,
operation, use, possession or activities thereof, whether any or all of the
same be levied directly or indirectly or as excise taxes or as income taxes,
and all taxes, assessments or charges which may be levied on the Obligations,
or the interest thereon (collectively, the "Impositions"). The Grantor will
deliver to the Grantee, upon request, copies of official receipts or other
satisfactory proof evidencing such payments.

     Section 1.6. Insurance and Legal Requirements. Subject to Section 1.8
(relating to permitted contests), the Grantor, at its expense, will comply in
all material respects, or cause compliance in all material respects with

          (a) all provisions of any insurance policy covering or applicable to
     the Collateral or any part thereof, all requirements of the issuer of any
     such policy, and all orders, rules, regulations and other requirements of
     the National Board of Fire Underwriters (or any other body exercising
     similar functions) applicable to or affecting the Collateral or any part
     thereof or any use or condition of the Collateral or any part thereof
     (collectively, the "Insurance Requirements"); and

          (b) all laws, including Environmental Laws, statutes, codes, acts,
     ordinances, orders, judgments, decrees, injunctions, rules, regulations,
     permits, licenses, authorizations, directions and requirements of all
     governments, departments, commissions, boards, courts, authorities,
     agencies, officials and officers, foreseen or unforeseen, ordinary or
     extraordinary, which now or at any time hereafter may be applicable to the
     Collateral or any part thereof, or any of the adjoining sidewalks, curbs,
     vaults and vault space, if any, streets or ways, or any use or condition
     of the Collateral or any part thereof (collectively, the "Legal
     Requirements");


                                       6
<PAGE>   10




noncompliance of which could reasonably be expected to cause a Material Adverse
Effect (as defined in the Credit Agreement) whether or not compliance therewith
shall require structural changes in or interference with the use and enjoyment
of the Collateral or any part thereof.

     SECTION 1.7. Security Interests, etc. The Grantor will not directly or
indirectly create or permit or suffer to be created or to remain, and will
promptly discharge or cause to be discharged, any deed to secure debt, deed of
trust, mortgage, encumbrance or charge on, pledge of, security interest in or
conditional sale or other title retention agreement with respect to or any
other lien or security interest or security title on or in the Collateral or
any part thereof or the interest of the Grantor or the Grantee therein, or any
Proceeds thereof or Rents or other sums arising therefrom, other than (a)
Permitted Encumbrances, and (b) liens of mechanics, materialmen, suppliers or
vendors or rights thereto incurred in the ordinary course of the business of
the Grantor for sums not yet due or any such liens or rights thereto which are
at the time being contested as permitted by Section 1.8. The Grantor will not
postpone the payment of any sums for which liens of mechanics, materialmen,
suppliers or vendors or rights thereto have been incurred (unless such liens or
rights thereto are at the time being contested as permitted by Section 1.8),
for more than 60 days after the completion of the action giving rise to such
liens or rights thereto.

     SECTION 1.8. Permitted Contests. The Grantor at its expense may contest,
or cause to be contested, by appropriate legal proceedings conducted in good
faith and with due diligence, the amount or validity or application, in whole
or in part, of any Imposition, Legal Requirement or Insurance Requirement or
lien of a mechanic, materialman, supplier or vendor, provided that, (a) in the
case of an unpaid Imposition, lien, encumbrance or charge, such proceedings
shall suspend the collection thereof from the Grantor, the Grantee, and the
Collateral (including any rent or other income therefrom) and shall not
materially interfere with the payment of any such rent or income, (b) neither
the Collateral nor any rent or other income therefrom nor any part thereof or
interest therein would be in any material danger of being sold, forfeited,
lost, impaired or interfered with, (c) in the case of a Legal Requirement,
neither the Grantor nor the Grantee would be in material danger of any civil or
criminal liability for failure to comply therewith, (d) the Grantor shall have
furnished such security, if any, as may be required in the proceedings or as
may be reasonably requested by the Grantee, (e) the non-payment of the whole or
any part of any Imposition will not result in the delivery of a tax deed to the
Collateral or any part thereof because of such non-payment, (f) the payment of
any sums required to be paid with respect to any of the Senior Secured Notes or
under this Deed (other than any unpaid Imposition, lien, encumbrance or charge
at the time being contested in accordance with this Section 1.8) shall not be
interfered with or otherwise affected, (g) in the case of any Insurance
Requirement, the failure of the Grantor to comply therewith shall not affect
the validity of any insurance required to be maintained by the Grantor under
Section 2.1, and (h) that adequate reserves, determined in accordance with
GAAP, shall have been set aside on the Grantor's books.

     SECTION 1.9. Leases. The Grantor represents and warrants to the Grantee
that, as of the date hereof, there are no written or oral leases or other
agreements of any kind or nature relating to the occupancy of any portion of
the Property by any Person other than the Grantor other than the Permitted
Encumbrances. Except as is permitted by the Indenture, the Grantor will not
enter into any such written or oral lease or other agreement with respect to
any portion of the Property without first obtaining the written consent of the
Grantee.

     SECTION 1.10. Compliance with Instruments. The Grantor at its expense will
promptly comply in all material respects with all rights of way or use,
privileges, franchises, servitudes, licenses, easements, tenements,
hereditaments and appurtenances forming a part of the Property and all
instruments creating or evidencing the same, in each case, to the extent
compliance therewith is required of the Grantor under the terms thereof. Except
as is permitted by the Indenture, the Grantor will not take any


                                       7
<PAGE>   11




which action which may result in a forfeiture or termination of the rights
afforded to the Grantor under any such instruments and will not, without the
prior written consent of the Grantee, amend any of such instruments in any
manner adverse to the Holders in any material respect.

     SECTION 1.11. Maintenance and Repair, etc. Subject to the provisions of
Section 1.12, the Grantor will keep or cause to be kept all presently and
subsequently erected or acquired Improvements and the sidewalks, curbs, vaults
and vault space, if any, located on or adjoining the same, and the streets and
the ways adjoining the same, in good and substantial order and repair and in
such a fashion that neither the value nor utility of the Collateral will be
diminished, and, at its sole cost and expense, will promptly make or cause to
be made all necessary and appropriate repairs, replacements and renewals
thereof, whether interior or exterior, structural or nonstructural, ordinary or
extraordinary, foreseen or unforeseen, so that its business carried on in
connection therewith may be properly conducted at all times. The Grantor at its
expense will do or cause to be done all shoring of foundations and walls of any
building or other Improvements on the Property and (to the extent permitted by
law) of the ground adjacent thereto, and every other act necessary or
appropriate for the preservation and safety of the Property by reason of or in
connection with any excavation or other building operation upon the Property
and upon any adjoining property, whether or not the Grantor shall, by any Legal
Requirement, be required to take such action or be liable for failure to do so.

     SECTION 1.12. Alterations, Additions, etc. So long as no Event of Default
shall have occurred and be continuing, the Grantor shall have the right at any
time and from time to time to make or cause to be made reasonable alterations
of and additions to the Property or any part thereof, provided that any
alteration or addition: (a) shall not change the general character or the use
of the Property or reduce the fair market value thereof below its value
immediately before such alteration or addition, or impair the usefulness of the
Property; (b) is effected with due diligence, in a good and workmanlike manner
and in compliance in all material respects with all Legal Requirements and
Insurance Requirements; (c) subject to Section 1.8 is promptly and fully paid
for, or caused to be paid for, by the Grantor; and (d) is made, in case the
estimated cost of such alteration or addition exceeds U.S. $1,000,000, under
the supervision of a qualified architect or engineer or another professional.

     SECTION 1.13. Acquired Property Subject to Security Title/Security
Interest. Subject to the Permitted Encumbrances and except as otherwise
permitted by the Indenture, all property at any time acquired by the Grantor
and provided or required by this Deed to be or become subject to the security
title and security interest hereof, whether such property is acquired by
exchange, purchase, construction or otherwise, shall forthwith become subject
to the security title and security interest of this Deed without further action
on the part of the Grantor or the Grantee. The Grantor, at its expense, will
execute and deliver to the Grantee (and will record and file as provided in
Section 1.4) an instrument supplemental to this Deed reasonably satisfactory in
substance and form to the Grantee, whenever such an instrument is necessary
under applicable law to subject to the security title and security interest of
this Deed all right, title and interest of the Grantor in and to all property
provided or required by this Deed to be subject to the security title and
security interest hereof.

     SECTION 1.14. Assignment of Rents, Proceeds, etc. The assignment, grant
and conveyance of the Leases, Rents, Proceeds and other rents, income, proceeds
and benefits of the Collateral contained in the granting clause of this Deed
constitutes an absolute, present and irrevocable assignment, grant and
conveyance, provided, however, that a revocable license is hereby given to the
Grantor, so long as no Event of Default has occurred and be continuing
hereunder, to collect, receive and apply such Rents, Proceeds and other rents,
income, proceeds and benefits as they become due and payable, but not further
in advance thereof than is customary, and in accordance with all of the other
terms, conditions and provisions hereof, of the Indenture, the Senior Secured
Notes and Security Agreements executed pursuant to the Indenture, and of the
Leases, contracts, agreements and other instruments with respect to


                                       8
<PAGE>   12




such payments are made or such other benefits are conferred. Upon the occurrence
and continuance of an Event of Default, such license shall terminate immediately
and automatically, without notice to the Grantor or any other Person except as
required by law, and shall not be reinstated upon a cure of such Event of
Default without the express written consent of the Grantee. Such assignment
shall be fully effective without any further action on the part of the Grantor
or the Grantee and the Grantee shall be entitled, at its option, upon the
occurrence and continuance of an Event of Default hereunder, to collect, receive
and apply all Rents, Proceeds and all other rents, income, proceeds and benefits
from the Collateral, including all right, title and interest of the Grantor in
any escrowed sums or deposits or any portion thereof or interest therein,
whether or not the Grantee takes possession of the Collateral or any part
thereof. The Grantor further grants to the Grantee the right, at the Grantee's
option, upon the occurrence and continuance of an Event of Default hereunder,
to:

          (a) enter upon and take possession of the Property for the purpose of
     collecting Rents, Proceeds and said rents, income, proceeds and other
     benefits;

          (b) dispossess by the customary summary proceedings any tenant,
     purchaser or other Person defaulting in the payment of any amount when and
     as due and payable, or in the performance of any other obligation, under
     any Lease, contract or other instrument to which said Rents, Proceeds or
     other rents, income, proceeds or benefits relate;

          (c) let or convey the Collateral or any portion thereof or any
     interest therein; and

          (d) apply Rents, Proceeds and such rents, income, proceeds and other
     benefits, after the payment of all necessary fees, charges and expenses,
     on account of the Obligations in accordance with Section 3.11.

     SECTION 1.15. No Claims Against the Grantee. Nothing contained in this
Deed shall constitute any consent or request by the Grantee, express or
implied, for the performance of any labor or the furnishing of any materials or
other property in respect of the Property or any part thereof, or be construed
to permit the making of any claim against the Grantee in respect of labor or
services or the furnishing of any materials or other property or any claim that
any lien based on the performance of such labor or the furnishing of any such
materials or other property is prior to the security title and security
interest of this Deed. ALL CONTRACTORS, SUBCONTRACTORS, VENDORS AND OTHER
PERSONS DEALING WITH THE PROPERTY, OR WITH ANY PERSONS INTERESTED THEREIN, ARE
HEREBY REQUIRED TO TAKE NOTICE OF THE PROVISIONS OF THIS SECTION.

     SECTION 1.16. Indemnification. The Grantor will protect, indemnify, save
harmless and defend the Grantee, the Holders of the Senior Secured Notes, and
each of their respective officers, directors, shareholders, employees,
representatives and agents (collectively, the "Indemnified Parties" and
individually, an "Indemnified Party"), from and against any and all
liabilities, obligations, claims, damages, penalties, causes of action, costs
and expenses (including, without limitation, reasonable attorneys' fees and
expenses) imposed upon or incurred by or asserted against any Indemnified Party
by reason of (a) ownership of an interest in this Deed, the Senior Secured
Notes or the Property, (b) any accident, injury to or death of persons or loss
of or damage to or loss of the use of property occurring on or about the
Property or any part thereof or the adjoining sidewalks, curbs, vaults and
vault spaces, if any, streets, alleys or ways, (c) any use, non-use or
condition of the Property or any part thereof or the adjoining sidewalks,
curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any
failure on the part of the Grantor to perform or comply with any of the terms
of this Deed, the Indenture, the Senior Secured Notes or the Security
Agreements executed pursuant to the Indenture, (e) performance of any labor or
services or the furnishing of any materials or other property in respect of the
Collateral or any part thereof made or suffered to be made by or on behalf of
the Grantor, (f) any negligence or tortuous act



                                       9
<PAGE>   13




on the part of the Grantor or any of its agents, contractors, lessees,
licensees or invitees, (g) any work in connection with any alterations,
changes, new construction or demolition of or additions to the Property, or (h)
(i) any Hazardous Material (as defined in the Credit Agreement) on, in, under
or affecting all or any portion of the Property, the groundwater, or any
surrounding areas, (ii) any misrepresentation, inaccuracy or breach of any
warranty, covenant or agreement contained or referred to in Sections 1.21 and
1.22, (iii) any violation or claim of violation by the Grantor of any
Environmental Laws (as defined in the Credit Agreement), or (iv) the imposition
of any lien for damages caused by or the recovery of any costs for the cleanup,
release or threatened release of any Hazardous Material, except to the extent
that any of the matters described in subsections (a)-(h) arise out of the gross
negligence or willful misconduct of any Indemnified Party. If any action or
proceeding be commenced, to which action or proceeding any Indemnified Party is
made a party by reason of the execution of this Deed or any other Security
Agreements executed pursuant to the Indenture, or in which it becomes necessary
to defend or uphold the lien of this Deed, all sums paid by the Indemnified
Parties, for the expense of any litigation to prosecute or defend the rights
and lien created hereby or otherwise, shall be paid by the Grantor to such
Indemnified Parties, as the case may be, as hereinafter provided. The Grantor
will pay and save the Indemnified Parties harmless against any and all
liability with respect to any intangible personal property tax or similar
imposition of the State or any subdivision or authority thereof now or
hereafter in effect, to the extent that the same may be payable by the
Indemnified Parties in respect of this Deed, any Indenture, Senior Secured
Notes and Security Agreements executed pursuant to the Indenture or any Secured
Obligation. All amounts payable to the Indemnified Parties under this Section
1.16 shall be deemed indebtedness secured by this Deed and any such amounts
which are not paid within ten (10) days after written demand therefor by any
Indemnified Party shall bear interest at the rate provided for in Section 3.2.2
of the Indenture from the date of such demand. In case any action, suit or
proceeding is brought against any Indemnified Party by reason of any such
occurrence, the Grantor, upon request of such Indemnified Party, will, at the
Grantor's expense, resist and defend such action, suit or proceeding or cause
the same to be resisted or defended by counsel designated by the Grantor and
approved by such Indemnified Party. The obligations of the Grantor under this
Section 1.16 shall survive any cancellation and surrender of this Deed.

     SECTION 1.17. No Credit for Payment of Taxes. The Grantor shall not be
entitled to any credit against the Obligations by reason of the payment of any
tax on the Property or any part thereof or by reason of the payment of any
other Imposition, and shall not apply for or claim any deduction from the
taxable value of the Property or any part thereof by reason of this Deed.

     SECTION 1.18. Intentionally Omitted

     SECTION 1.19. No Transfer of the Property. Except as is provided in the
Indenture, and except for the Permitted Encumbrances, the Grantor shall not,
without the prior written consent of the Grantee, which consent may be granted
or withheld in the sole and absolute discretion of the Grantee (i) sell,
convey, assign or otherwise transfer the Property or any portion of the
Grantor's interest therein or (ii) further encumber the Property or permit the
Property to become encumbered by any lien, claim, security title, security
interest or other indebtedness of any kind or nature other than the Permitted
Encumbrances.

     SECTION 1.20. Security Agreement. With respect to the items of personal
property and fixtures referred to and described in the granting clause of this
Deed and included as part of the Collateral, this Deed is hereby made and
declared to be a security agreement encumbering each and every item of personal
property and fixtures now or hereafter owned by Grantor and included herein as
a part of the Collateral, in compliance with the provisions of the Uniform
Commercial Code as enacted in the State. In this respect, Grantor, as "Debtor",
expressly grants to Grantee, as "Secured Party", a security interest in and to
all of the property now or hereafter owned by Grantor which constitutes the
personal property and fixtures hereinabove referred to and described in this
Deed, including all extensions, accessions,



                                      10
<PAGE>   14




additions, improvements, betterments, renewals, replacements and substitutions
thereof or thereto, and all proceeds from the sale or other disposition
thereof. Grantor agrees to execute and deliver to Grantee, upon Grantee's
request, any other security agreement and financing statements, as well as
extensions, renewals, and amendments thereof, in such form as Grantee may
require to perfect a security interest with respect to said items. Grantor
shall pay all costs of filing such financing statements and any extensions,
renewals, amendments and releases thereof, and shall pay all reasonable costs
and expenses of any record searches for financing statements Grantee may
reasonably require. Except as is provided in the Indenture, and except for the
Permitted Encumbrances, without the prior written consent of Grantee, Grantor
shall not create or suffer to be created pursuant to the Uniform Commercial
Code any other security interest in the above-described personal property and
fixtures, including any replacements and additions thereto. Upon the occurrence
and continuance of an Event of Default under this Deed, the Grantee shall have
and shall be entitled to exercise any and all of the rights and remedies (i) as
prescribed in this Deed, or (ii) as prescribed by general law, or (iii) as
prescribed by the specific statutory provisions now or hereafter enacted and
specified in said Uniform Commercial Code, all at Grantee's sole election.
Grantor and Grantee agree that the filing of any financing statements in the
records normally having to do with personal property shall not in any way
affect the agreement of Grantor and Grantee that everything located in, on or
about, or used or intended to be used with or in connection with the use,
operation or enjoyment of, the Collateral, which is described or reflected as a
fixture in this Deed, is, and at all times and for all purposes and in all
proceedings, both legal and equitable, shall be, regarded as part of the Real
Estate conveyed hereby. Grantor warrants that Grantor's name, identity and
address are as set forth herein. The mailing address of the Grantee from which
information may be obtained concerning the security interest created herein is
also set forth herein.

     SECTION 1.21. Representations and Warranties. In order to induce the
Grantee to enter into this Deed, the Indenture and the other Senior Secured
Notes and Security Agreements executed pursuant to the Indenture as applicable,
the Grantor agrees that all of the representations and warranties of Grantor
set forth in the Senior Secured Notes and Security Agreements executed pursuant
to the Indenture are incorporated into this Deed by reference as if fully set
forth herein.

     SECTION 1.22. Grantor's Covenants

     In order to induce the Grantee to enter into this Deed, the Indenture and
the other Senior Secured Notes and Security Agreements as applicable, the
Grantor agrees that all of the covenants of Grantor set forth in the Indenture
are incorporated into this Deed by reference as if fully set forth herein.

     SECTION 1.23. Attornment.

     Grantee hereby acknowledges and agrees that the security and security
interest granted herein are subject to the rights of certain lessees under the
leases as set forth in the Credit Agreement and will be subject to the rights
of lessees under any Leases entered into by the Grantor after the date hereof
which are permitted as Permitted Liens pursuant to the Indenture, subject to
the express rights contained in the applicable Lease. The rights of the tenants
under the Leases to the leased premises shall not be adversely affected by the
exercise by Grantee of any of its rights hereunder, nor shall any such tenant
be in any way deprived of its rights under the applicable Lease except in
accordance with the terms of such Lease. In the event that the Grantee succeeds
to the interest of the Grantor under a Lease, such Lease shall not be
terminated or affected thereby except as set forth therein, and any sale of the
applicable leased premises by Grantee or pursuant to the judgment of any court
in an action to enforce the remedies provided for in this Deed shall be made
subject to such Lease and the rights of such tenant expressly set forth
thereunder. If Grantee succeeds to the interests of the Grantor in and to the
applicable leased premises or under such Lease or enters into possession of
such leased premises, the Grantee, and such tenants, shall be bound to



                                      11
<PAGE>   15




each other under all of the express terms, covenants and conditions of such
Lease, as if the Grantee was originally the Grantor as lessor thereunder.



                                  ARTICLE II

                 INSURANCE; DAMAGE, DESTRUCTION OR TAKING, ETC.

     SECTION 2.1. Insurance.

     SECTION 2.1.1. Risks to be Insured. The Grantor will, at its expense,
maintain or cause to be maintained with insurance carriers approved by the
Grantee (a) insurance with respect to the Improvements against loss or damage
by fire, lightning and such other risks as are included in standard "all-risk"
policies, in amounts sufficient to prevent the Grantor and the Grantee from
becoming a co-insurer of any partial loss under the applicable policies, but in
any event in amounts not less than the then full insurable value (actual
replacement value) of the Improvements, as determined by the Grantor in
accordance with generally accepted insurance practice and approved by the
Grantee or, at the request of the Grantee, as determined at the Grantor's
expense by the insurer or insurers or by an expert approved by the Grantee, (b)
comprehensive public liability, including bodily injury and product liability
and property damage, insurance, with personal injury endorsements, applicable
to the Property in such amounts as are customarily carried by Persons operating
similar properties in the same general locality, but in any event with a
combined single limit of not less than Twenty Million Dollars ($20,000,000) per
occurrence, (c) explosion insurance in respect of any steam and pressure
boilers and similar apparatus located in the Property in such amounts as are
usually carried by persons operating similar properties in the same general
locality, but in any event in an amount not less than Twenty Million Dollars
($20,000,000), (d) business interruption insurance (including added expense
coverage) against all insurable perils for a period of not fewer than twelve
(12) months (subject to a reasonable aggregate deductible not exceeding ten
(10) days per occurence), (e) worker's compensation insurance to the full
extent required by applicable law for all employees of the Grantor engaged in
any work on or about the Property and employer's liability insurance with a
limit of not less than Ten Million Dollars ($10,000,000) for each occurrence,
(f) all-risk, builders' risk insurance with respect to the Property during any
period during which there is any construction work being performed, against
loss or damage by fire or other risks, including vandalism, malicious mischief
and sprinkler leakage, as are included in so-called "extended coverage" clauses
at the time available and (g) such other insurance with respect to the Property
in such amounts and against such insurable hazards as the Grantee from time to
time may reasonably require by written notice to the Grantor.

     SECTION 2.1.2. Policy Provisions. All insurance maintained by the Grantor
pursuant to Section 2.1.1 shall (a) (except for worker's compensation
insurance) list the Grantee as an additional insured as its interests may
appear, (b) (except for worker's compensation and public liability insurance)
provide that the proceeds for any losses shall be adjusted by the Grantor
subject to the approval of the Grantee in the event the proceeds shall exceed
$1,000,000, and shall be payable to the Grantee, to be held and applied as
provided in Section 2.3, (c) include effective waivers by the insurer of all
rights of subrogation against any named insured, the indebtedness secured by
this Deed and the Property and all claims for insurance premiums against the
Grantee, (d) (except for worker's compensation and public liability insurance)
provide that any losses shall be payable notwithstanding (i) any act, failure
to act or negligence of or violation of warranties, declarations or conditions
contained in such policy by any named insured, (ii) the occupation or use of
the Property for purposes more hazardous than permitted by the terms thereof,
(iii) any foreclosure or other action or proceeding taken by the Grantee
pursuant to any provision of this Deed, or (iv) any change in title or
ownership of the Property, (e) provide that no cancellation, reduction in


                                      12
<PAGE>   16




amount or material change in coverage thereof or any portion thereof shall be
effective until at least thirty (30) days after receipt by the Grantee of
written notice thereof, (f) provide that any notice under such policies shall
be simultaneously delivered to the Grantee, and (g) be satisfactory in all
other reasonable respects to the Grantee. Any insurance maintained pursuant to
this Section 2.1 may be evidenced by blanket insurance policies covering the
Property and other properties or assets of the Grantor, provided that any such
policy shall specify the portion, if less than all, of the total coverage of
such policy that is allocated to the Property and shall in all other respects
comply with the requirements of this Section 2.1.

     SECTION 2.1.3. Delivery of Policies, etc. The Grantor will deliver to the
Grantee, promptly upon request, (a) certificates of all policies evidencing all
insurance required to be maintained under Section 2.1.1 (or, in the case of
blanket policies, certificates thereof by the insurers together with a
counterpart of each blanket policy), and (b) evidence as to the payment of all
premiums due thereon (with respect to public liability insurance policies, all
installments for the current year due thereon to such date), provided that the
Grantee shall not be deemed by reason of its custody of such certificates to
have knowledge of the contents thereof or of the applicable policies. The
Grantor will also deliver to the Grantee prior to the expiration of any policy
a binder or certificate of the insurer evidencing the replacement thereof and
when the new policy is issued a certificate of such new policy (or, in the case
of a replacement blanket policy, a certificate thereof of the insurer together
with a counterpart of the blanket policy). In the event the Grantor shall fail
to effect or maintain any insurance required to be effected or maintained
pursuant to the provisions of this Section 2.1, the Grantor will indemnify the
Grantee against damage, loss or liability resulting from all risks for which
such insurance should have been effected or maintained.

     SECTION 2.1.4. Separate Insurance. The Grantor will not take out separate
insurance concurrent in form or contributing in the event of loss with that
required to be maintained pursuant to this Section 2.1.

     SECTION 2.2. Damage, Destruction or Taking; Grantor to Give Notice;
Assignment of Awards. In case of

          (a) any material damage to or destruction of the Collateral or any
     material part thereof, or

          (b) any taking, whether for permanent or temporary use, of all or any
     material part of the Collateral or any material interest therein or
     material right accruing thereto, as the result of the exercise of the
     right of condemnation or eminent domain, or a change of grade affecting
     the Collateral or any portion thereof (a "Taking"), or the commencement of
     any proceedings or negotiations which may result in a Taking,

the Grantor will promptly give written notice thereof to the Grantee, generally
describing the nature and extent of such damage or destruction and the
Grantor's best estimate of the cost of restoring the Collateral, or the nature
of such proceedings or negotiations and the nature and extent of the Taking
which might result therefrom, as the case may be. The Grantee shall be entitled
to all insurance proceeds payable on account of such damage or destruction and
to all awards or payments allocable to the Collateral on account of such Taking
up to the amount of the Obligations, and the Grantor hereby irrevocably
assigns, transfers and sets over to the Grantee all rights of the Grantor to
any such proceeds, awards or payments and irrevocably authorizes and empowers
the Grantee, at its option, in the name of the Grantor or otherwise, to file
and prosecute what would otherwise be the Grantor's claim for any such
proceeds, award or payment and to collect, receipt for and retain the same for
disposition in accordance with Section 2.3. The Grantor will pay all reasonable
costs and expenses incurred by the Grantee in



                                      13
<PAGE>   17




connection with any such damage, destruction or Taking and seeking and
obtaining any insurance proceeds, awards or payments in respect thereof.

     SECTION 2.3. Application of Proceeds and Awards. The Grantee may, at its
option, apply all amounts recovered under any insurance policy required to be
maintained by the Grantor hereunder and all awards received by it on account of
any Taking in any one or more of the following ways:

          (a) to the payment of the reasonable costs and expenses incurred by
     the Grantee in obtaining any such insurance proceeds or awards, including
     the fees and expenses of attorneys and insurance and other experts and
     consultants, the costs of litigation, arbitration, mediation,
     investigations and other judicial, administrative or other proceedings and
     all other out-of-pocket expenses;

          (b) to the payment of the principal of the Obligations and any
     interest (including post-petition interest payable in any proceedings for
     bankruptcy under applicable law ("Post-Petition Interest") to the extent
     such interest is an Obligation) accrued and unpaid thereon, without regard
     to whether any portion or all of such amounts shall be matured or
     unmatured, and, in case such amount shall be insufficient to pay in full
     all such amounts, then such amount shall be applied, first, to the payment
     of all amounts of interest (including Post-Petition Interest to the extent
     such interest is an Obligation) accrued on the Obligations and unpaid,
     second, to the payment of all amounts of principal at the time outstanding
     thereon;

          (c) to the payment of, or the application to, any Obligation (other
     than as provided in clause (b) above);

          (d) to fulfill any of the other covenants contained herein, in the
     Indenture, Senior Secured Notes and Security Agreements as the Grantee may
     determine in its sole discretion;

          (e) to the Grantor for application to the cost of restoring the
     Collateral and the replacement of Goods destroyed, damaged or taken; or

          (f) to the Grantor.

     Notwithstanding the foregoing provisions of this Section 2.3 to the
contrary (but subject to the provisions of Section 2.4), and if each of the
following conditions is satisfied, the Grantee, upon request of the Grantor,
shall apply insurance proceeds or condemnation awards received by it to the
restoration or replacement of the Collateral, to the extent necessary for the
restoration or replacement thereof:

               (i) there shall then exist no uncured Event of Default;

               (ii) the Grantor shall furnish to the Grantee a certificate of
          an architect or engineer reasonably acceptable to the Grantee stating
          (x) that the Collateral is capable of being restored, prior to the
          maturity of the Indenture, to substantially the same condition as
          existed prior to the casualty or Taking, (y) the aggregate estimated
          direct and indirect costs of such restoration and (z) as to any
          Taking, that the property taken in such Taking, or sold under threat
          thereof, is not necessary to the Grantor's customary use or occupancy
          of the Property or Grantor otherwise provides Grantee adequate
          assurance that the Collateral can be restored or is not necessary to
          Grantor's use or occupancy of the Property; and




                                      14
<PAGE>   18




               (iii) in the event that the estimated cost of restoration set
          forth in the certificate of such architect or engineer (and such
          revisions to such estimate as are from time to time made) exceeds the
          net insurance proceeds or condemnation awards actually received from
          time to time, the Grantor shall deposit the amount of such excess
          with the Grantee.

     In the event that such insurance proceeds or condemnation awards are to be
utilized in the restoration of the Collateral, the Grantee shall disburse such
Proceeds and the additional amounts deposited by the Grantor for such
restoration after receipt of a written request for disbursement, on not fewer
than five (5) nor more than twelve (12) Business Days notice and, to the extent
applicable, in accordance with the Grantee's customary construction loan
procedures and conditions. In the event that such insurance or condemnation
awards are to be utilized to replace the Collateral so destroyed or taken, the
Grantee shall disburse such Proceeds after receipt of a written request for
disbursement, on not fewer than five (5) Business Days nor more than twelve
(12) Business Days notice simultaneously with the acquisition of such
replacement property by the Grantor. In the event that, after the restoration
or replacement of the Collateral, any insurance or condemnation awards shall
remain, such amount shall be paid to the Grantor. Insurance proceeds and
condemnation awards shall be invested in the manner reasonably requested by the
Grantor and approved by the Grantee, and all interest earned thereon shall be
applied as provided in this Section 2.3. If, prior to the receipt by the
Grantee of such insurance proceeds or condemnation awards, the Collateral shall
have been sold on foreclosure, the Grantee shall have the right to receive said
insurance proceeds or condemnation awards to the extent of any deficiency found
to be due upon such sale, with legal interest thereon, whether or not a
deficiency judgment shall have been sought or recovered or denied, and the
reasonable attorneys' fees, costs and disbursements incurred by the Grantee in
connection with the collection of such award or payment.

     SECTION 2.4. Total Taking and Total Destruction. In the event of a Total
Destruction or a Total Taking, the Grantee shall apply all amounts recovered
under any insurance policy referred to in Section 2.1.1 and all awards received
by it on account of any such Taking as follows:

          (a) first, to the payment of the reasonable costs and expenses
     incurred by the Grantee in obtaining any such insurance proceeds or
     awards, including the fees and expenses of attorneys and insurance and
     other experts and consultants, the costs of litigation, arbitration,
     mediation, investigations and other judicial, administrative or other
     proceedings and all other out-of-pocket expenses;

          (b) second, to the payment of the principal of the Obligations and
     any interest (including Post-Petition Interest to the extent such interest
     is an Obligation) accrued and unpaid thereon, without regard to whether
     any portion or all of such amounts shall be matured or unmatured and, in
     case such amount shall be insufficient to pay in full all such amounts,
     then such amount shall be applied, first, to the payment of all amounts of
     interest (including Post-Petition Interest to the extent such interest is
     an Obligation) accrued on the Obligations and unpaid, and second, to the
     payment of all amounts of principal at the time outstanding thereon;

          (c) third, to the payment of, or the application to, any Obligation
     (other than as provided in clause (b) above);

          (d) fourth, to fulfill any of the other covenants contained herein as
     the Grantee may determine; and

          (e) fifth, the balance, if any, to the Grantor.




                                       15
<PAGE>   19




                                  ARTICLE III

                       EVENTS OF DEFAULT; REMEDIES, ETC.

     SECTION 3.1. Events of Default; Acceleration. If an "Event of Default"
(pursuant to and as defined in Section 6.01 of the Indenture) shall have
occurred and be continuing, then and in any such event the Grantee may at any
time thereafter (unless all Events of Default shall theretofore have been
remedied and all costs and expenses, including, without limitation, attorneys'
fees and expenses incurred by or on behalf of the Grantee, shall have been paid
in full by the Grantor) declare, by written notice to the Grantor, the
Obligations to be due and payable immediately or on a date specified in such
notice, and on such date the same shall be and become due and payable, without
presentment, demand, protest or notice, all of which the Grantor hereby waives.
The Grantor will pay on demand all costs and expenses, including, without
limitation, attorneys' fees and expenses, incurred by or on behalf of the
Grantee in enforcing this Deed, or any other Indenture and any Security
Agreements executed pursuant to the Indenture, evidencing or securing the
Senior Secured Notes or occasioned by any default hereunder or thereunder.

     SECTION 3.2. Legal Proceedings; Judicial Foreclosure. If an Event of
Default shall have occurred and be continuing, the Grantee at any time may, at
its election, proceed at law or in equity or otherwise to enforce the payment
and performance of the Obligations in accordance with the terms hereof and
thereof and to foreclose the security title of this Deed as against all or any
part of the Collateral and to have the same sold under the judgment or decree
of a court of competent jurisdiction. The Grantee shall be entitled to recover
in such proceedings all costs incident thereto, including attorneys' fees and
expenses in such amounts as may be fixed by the court.

     SECTION 3.3. Power of Sale. If an Event of Default shall have occurred and
be continuing, Grantee, at its option, may sell the Collateral or any part of
the Collateral at one or more public sale or sales before the door of the
courthouse of the county in which the Land or any part of the Land is situated,
to the highest bidder for cash, in order to pay the Obligations, and all
expenses of sale and of all proceedings in connection therewith, including
attorney's fees, after advertising the time, place and terms of sale once a
week for four (4) weeks immediately preceding such sale (but without regard to
the number of days) in a newspaper in which Sheriff's sales are advertised in
said county. At any such public sale, Grantee may execute and deliver to the
purchaser a conveyance of the Collateral or any part of the Collateral, and to
this end, Grantor hereby constitutes and appoints Grantee the agent and
attorney-in-fact of Grantor to make such sale and conveyance, and thereby to
divest Grantor of all right, title and equity that Grantor may have in and to
the Collateral and to vest the same in the purchaser or purchasers at such sale
or sales, and all the acts and doings of said agent and attorney-in-fact are
hereby ratified and confirmed and any recitals in said conveyance or
conveyances as to facts essential to a valid sale shall be binding upon
Grantor. The aforesaid power of sale and agency hereby granted are coupled with
an interest and are irrevocable by death or otherwise, are granted as
cumulative of the other remedies provided hereby or by law for collection of
the Obligations and shall not be exhausted by one exercise thereof but may be
exercised until full payment of all of the Obligations. In the event of any
sale under this Deed by virtue of the exercise of the powers herein granted, or
pursuant to any order in any judicial proceeding or otherwise, the Collateral
may be sold as an entirety or in separate parcels and in such manner or order
as Grantee in its sole discretion may elect. One or more exercises of the
powers herein granted shall not extinguish nor exhaust such powers, until the
entire Collateral is sold or the Obligations paid in full. If the Obligations
are now or hereafter further secured by any chattel mortgages, pledges,
contracts of guaranty, assignments of lease or other security instruments,
Grantee may at its option exhaust the remedies granted under any of said
security instruments either concurrently or independently, and in such order as
Grantee may determine. Upon any public foreclosure sale or sales of all or any
portion of the Collateral under the power herein granted, Grantee may bid for
and purchase the Collateral





                                      16
<PAGE>   20




and shall be entitled to apply all or any part of the Obligations as a credit
to the purchase price. In the event of any such public foreclosure sale or
sales under the power herein granted, Grantor shall be deemed a tenant holding
over and shall forthwith deliver possession to the purchaser or purchasers at
such sale or be summarily dispossessed according to provisions of law
applicable to tenants holding over.

     SECTION 3.4. Uniform Commercial Code Remedies. If an Event of Default
shall have occurred and be continuing, the Grantee may exercise from time to
time and at any time any rights and remedies available to it under applicable
law upon default in the payment of the Obligations, including, without
limitation, any right or remedy available to it as a secured party under the
Uniform Commercial Code of the State. The Grantor shall, promptly upon request
by the Grantee, assemble the Collateral, or any portion thereof generally
described in such request, and make it available to the Grantee at such place
or places designated by the Grantee and reasonably convenient to the Grantee or
the Grantor. If the Grantee elects to proceed under the Uniform Commercial Code
of the State to dispose of portions of the Collateral, the Grantee, at its
option, may give the Grantor notice of the time and place of any public sale of
any such property, or of the date after which any private sale or other
disposition thereof is to be made, by sending notice by registered or certified
first class mail, postage prepaid, to the Grantor at least ten (10) days before
the time of the sale or other disposition. If any notice of any proposed sale,
assignment or transfer by the Grantee of any portion of the Collateral or any
interest therein is required by law, the Grantor conclusively agrees that ten
(10) days notice to the Grantor of the date, time and place (and, in the case
of a private sale, the terms) thereof is reasonable.

     SECTION 3.5. Grantee Authorized to Execute Deeds, etc. The Grantor
irrevocably appoints the Grantee (which appointment is coupled with an interest
and is irrevocable by death or otherwise) the true and lawful attorney-in-fact
of the Grantor, in its name and stead and on its behalf, for the purpose of
effectuating any sale, assignment, transfer or delivery for the enforcement
hereof, whether pursuant to power of sale, foreclosure or otherwise, to execute
and deliver all such deeds, bills of sale, assignments, releases and other
instruments as may be designated in any such request.

     SECTION 3.6. Purchase of Collateral by Grantee. The Grantee may be a
purchaser of the Collateral or of any part thereof or of any interest therein
at any public sale thereof, whether pursuant to power of sale, foreclosure or
otherwise, and the Grantee may apply upon the purchase price thereof the
Obligations secured hereby owing to the Grantee. Such purchaser shall, upon any
such purchase, acquire good title to the properties so purchased, free of the
security interest and security title of this Deed and free of all rights of
redemption in the Grantor. Section 3.7. Receipt a Sufficient Discharge to
Purchaser. Upon any sale of the Collateral or any part thereof or any interest
therein, whether pursuant to power of sale, foreclosure or otherwise, the
receipt of the Grantee or the officer making the sale under judicial
proceedings shall be a sufficient discharge to the purchaser for the purchase
money, and such purchaser shall not be obliged to see to the application
thereof.

     SECTION 3.8. Waiver of Appraisement, Valuation, etc. The Grantor hereby
waives, to the fullest extent it may lawfully do so, the benefit of all
appraisement, valuation, stay, extension and redemption laws now or hereafter
in force and all rights of marshaling in the event of any sale of the
Collateral or any part thereof or any interest therein.

     SECTION 3.9. Sale a Bar Against Grantor. Any sale of the Collateral or any
part thereof or any interest therein under or by virtue of this Deed, whether
pursuant to power of sale, foreclosure or otherwise, shall forever be a bar
against the Grantor.




                                      17
<PAGE>   21




     SECTION 3.10. Obligations to Become Due on Sale. Except as otherwise
provided in the Indenture, upon any sale of the Collateral or any portion
thereof or interest therein by virtue of the exercise of any remedy by the
Grantee under or by virtue of this Deed, whether pursuant to power of sale,
foreclosure or otherwise in accordance with this Deed or by virtue of any other
remedy available at law or in equity or by statute or otherwise, at the option
of the Grantee, any sums or monies due and payable pursuant to the Indenture,
the Senior Secured Notes and Security Agreements and/or the Obligations shall,
if not previously declared due and payable, immediately become due and payable,
together with interest accrued thereon, and all other indebtedness which this
Deed by its terms secures.

     SECTION 3.11. Application of Proceeds of Sale and Other Moneys. Except as
otherwise provided in the Indenture or herein, the proceeds of any sale of the
Collateral or any part thereof or any interest therein under or by virtue of
this Deed, whether pursuant to power of sale, foreclosure or otherwise, and all
other moneys at any time held by the Grantee as part of the Collateral, shall
be applied in such order of priority as the Grantee shall determine in its sole
and absolute discretion including, without limitation, as follows:

          (a) first, to the payment of the reasonable costs and expenses of
     such sale (including, without limitation, the cost of evidence of title
     and the costs and expenses, if any, of taking possession of, retaining
     custody over, repairing, managing, operating, maintaining and preserving
     the Collateral or any part thereof prior to such sale), all reasonable
     costs and expenses incurred by the Grantee or any other Person in
     obtaining or collecting any insurance proceeds, condemnation awards or
     other amounts received by the Grantee, all reasonable costs and expenses
     of any receiver of the Collateral or any part thereof, and any Impositions
     or other charges or expenses prior to the security interest or security
     title of this Deed, which the Grantee may consider it necessary or
     desirable to pay;

          (b) second, to the payment of any Obligation (other than those set
     forth in Section 3.11(c) below);

          (c) third, to the payment of all amounts of principal of and interest
     (including Post-Petition Interest to the extent such interest is an
     Obligation) at the time due and payable under the Obligations at the time
     outstanding (whether due by reason of maturity or by reason of any
     prepayment requirement or by declaration or acceleration or otherwise),
     including interest at the rate provided for in the Indenture on any
     overdue principal and (to the extent permitted under applicable law) on
     any overdue interest; and, in case such moneys shall be insufficient to
     pay in full such principal and interest, then, first, ----- to the payment
     of all amounts of interest (including Post-Petition Interest to the extent
     such interest is an Obligation) at the time due and payable and, second,
     to the payment of all amounts of principal at ------ the time due and
     payable under the Obligations; and

          (d) fourth, the balance, if any, held by the Grantee after payment in
     full of all amounts referred to in subdivisions Sections 3.11(a), (b) and
     (c) above, shall, unless a court of competent jurisdiction may otherwise
     direct by final order not subject to appeal, be paid to or upon the
     direction of the Grantor.

     SECTION 3.12. Appointment of Receiver. If an Event of Default shall have
occurred and be continuing, the Grantee shall, as a matter of right, without
notice, and without regard to the adequacy of any security for the indebtedness
secured hereby or the solvency of the Grantor, be entitled to the appointment
of a receiver for all or any part of the Collateral, whether such receivership
be incidental to a proposed sale of the Collateral or otherwise, and the
Grantor hereby consents to the appointment of such a receiver and will not
oppose any such appointment.




                                      18
<PAGE>   22




     SECTION 3.13. Possession, Management and Income. If an Event of Default
shall have occurred and be continuing, in addition to, and not in limitation
of, the rights and remedies provided in Section 1.14, the Grantee, upon five
(5) days written notice to the Grantor, may enter upon and take possession of
the Collateral or any part thereof by force, summary proceeding, ejectment or
otherwise and may remove the Grantor and all other Persons and any and all
property therefrom and may hold, operate, maintain, repair, preserve and manage
the same and receive all earnings, income, Rents, issues and Proceeds accruing
with respect thereto or any part thereof. The Grantee shall be under no
liability for or by reason of any such taking of possession, entry, removal or
holding, operation or management, except that any amounts so received by the
Grantee shall be applied to pay all costs and expenses of so entering upon,
taking possession of, holding, operating, maintaining, repairing, preserving
and managing the Collateral or any part thereof, and any Impositions or other
charges prior to the security title and security interest of this Deed which
the Grantee may consider it necessary or desirable to pay, and any balance of
such amounts shall be applied as provided in Section 3.11.

     SECTION 3.14. Right of Grantee to Perform Grantor's Covenants, etc. If the
Grantor shall fail to make any payment or perform any act required to be made
or performed hereunder or under the other Obligations, the Grantee, without
notice to or demand upon the Grantor and without waiving or releasing any
obligation or Event of Default, may (but shall be under no obligation to) at
any time thereafter make such payment or perform such act for the account and
at the expense of the Grantor, and may enter upon the Collateral for such
purpose and take all such action thereon as, in the Grantee's opinion, may be
necessary or appropriate therefor. No such entry and no such action shall be
deemed an eviction of any lessee of the Property or any part thereof. All sums
so paid by the Grantee and all costs and expenses (including, without
limitation, attorneys' fees and expenses) so incurred, together with interest
thereon at the rate provided for in the Indenture from the date of payment or
incurring, shall constitute additional indebtedness under the Indenture secured
by this Deed and shall be paid by the Grantor to the Grantee on demand.

     SECTION 3.15. Subrogation. To the extent that the Grantee, on or after the
date hereof, pays any sum due under any provision of any Legal Requirement or
any instrument creating any lien or security title prior or superior to the
lien or security title of this Deed, or the Grantor or any other Person pays
any such sum with the proceeds of the Senior Secured Notes, the Grantee shall
have and be entitled to a lien or security title on the Collateral equal in
priority to the lien or security title discharged, and the Grantee shall be
subrogated to, and receive and enjoy all rights and liens or security titles
possessed, held or enjoyed by, the holder of such lien or security title, which
shall remain in existence and benefit the Grantee in securing the Obligations.

     SECTION 3.16. Remedies, etc., Cumulative. Each right, power and remedy of
the Grantee provided for in this Deed, the Indenture or any other Security
Agreements, or now or hereafter existing at law or in equity or by statute or
otherwise shall be cumulative and concurrent and shall be in addition to every
other right, power or remedy provided for in this Deed, the Indenture, Senior
Secured Notes or any other Security Agreements, or now or hereafter existing at
law or in equity or by statute or otherwise, and the exercise or beginning of
the exercise by the Grantee of any one or more of the rights, powers or
remedies provided for in this Deed, the Indenture, Senior Secured Notes, or any
other Security Agreements executed pursuant to the Indenture, or now or
hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Grantee of any or all such
other rights, powers or remedies.

     SECTION 3.17. Provisions Subject to Applicable Law. All rights, powers and
remedies provided in this Deed may be exercised only to the extent that the
exercise thereof does not violate any applicable provisions of law and are
intended to be limited to the extent necessary so that they will not render
this Deed invalid, unenforceable or not entitled to be recorded, registered or
filed under the





                                      19
<PAGE>   23




provisions of any applicable law. If any term of this Deed or any application
thereof shall be invalid or unenforceable, the remainder of this Deed and any
other application of such term shall not be affected thereby.

     SECTION 3.18. No Waiver, etc. No failure by the Grantee to insist upon the
strict performance of any term hereof or of the Indenture, or of any other
Security Agreements executed pursuant to the Indenture, or to exercise any
right, power or remedy consequent upon a breach hereof or thereof, shall
constitute a waiver of any such term or of any such breach. No waiver of any
breach shall affect or alter this Deed, which shall continue in full force and
effect with respect to any other then existing or subsequent breach. By
accepting payment or performance of any amount or other Obligations secured
hereby before or after its due date, the Grantee shall not be deemed to have
waived its right either to require prompt payment or performance when due of
all other amounts and Obligations payable hereunder or to declare a default for
failure to effect such prompt payment.

     SECTION 3.19. Compromise of Actions, etc. Any action, suit or proceeding
brought by the Grantee pursuant to any of the terms of this Deed, the
Indenture, Senior Secured Notes or any other Security Agreement executed
pursuant to the Indenture, or otherwise, and any claim made by the Grantee
hereunder or thereunder, may be compromised, withdrawn or otherwise dealt with
by the Grantee without any notice to or approval of the Grantor.

     SECTION 3.20. Foreclosure - Authority Lease. If action is brought to
foreclose this Deed, the rents, income and profits issuing from the Land and
the Improvements shall be collected either through a receiver appointed by the
court after notice of application for such appointment has been given to the
Lessor under the Authority Lease or by Grantee. Notwithstanding anything to the
contrary contained in this Deed, all such money collected shall be first
applied for the payment of the rent due and owing under the Authority Lease or
to become due and owing to the Lessor under the Authority Lease, then for any
ad valorem taxes, insurance premiums or other charges due and payable under the
Authority Lease and for all other maintenance and operating charges and
disbursements incurred in connection with the operation and maintenance of the
Land and the Improvements. The balance of such monies shall be applied pursuant
to the terms of this Deed.

                                  ARTICLE IV

                                  DEFINITIONS

     SECTION 4.1. Terms Defined in this Deed. When used herein the following
terms have the following meanings:

     "Borrowers" shall have the meaning set forth in the third recital.

     "Collateral" shall have the meaning set forth in the granting clause.

     "Contracts" shall have the meaning set forth in clause (g) of the granting
clause.

     "Deed" shall have the meaning set forth in the preamble.

     "Default" means any Event of Default or any condition or event which,
after notice or lapse of time, or both, would constitute an Event of Default.

     "Goods" shall have the meaning set forth in clause (c) of the granting
clause.


                                      20
<PAGE>   24




     "herein", "hereof", "hereto", and "hereunder" and similar terms refer to
this Deed and not to any particular Section, paragraph or provision of this
Deed.

     "Impositions" shall have the meaning set forth in Section 1.5.

     "Improvements" shall have the meaning set forth in clause (b) of the
granting clause.

     "Indemnified Parties" shall have the meaning set forth in Section 1.16.

     "Insurance Requirements" shall have the meaning set forth in paragraph (a)
of Section 1.6.

     "Land" shall have the meaning set forth in the first recital.

     "Leases" shall have the meaning set forth in clause (d) of the granting
clause.

     "Legal Requirements" shall have the meaning set forth in paragraph (b) of
Section 1.6.

     "Grantee" shall have the meaning set forth in the preamble.

     "Grantor" shall have the meaning set forth in the preamble.

     "Obligations" means all liabilities, duties and obligations of the Grantor
as the Subsidiary Guarantor under and pursuant to its Subsidiary Guarantees
under the Indenture, all advances, if any, made by Grantee pursuant to the
terms of this Deed, and all duties and obligations of Grantor under this Deed.

     "Permits" shall have the meaning set forth in clause (f) of the granting
clause.

     "Permitted Encumbrances" shall have the meaning set forth in Section 1.2.

     "Person" means a corporation, an association, a partnership, an
organization, a business, an individual, a government or political subdivision
thereof or a governmental agency or officer.

     "Plans" shall have the meaning set forth in clause (e) of the granting
clause.

     "Post-Petition Interest" shall have the meaning set forth in Section 2.3.

     "Proceeds" shall have the meaning set forth in clause (j) of the granting
clause.

     "Property" shall have the meaning set forth in clause (b) of the granting
clause.

     "Real Estate" shall have the meaning set forth in clause (a) of the
granting clause.

     "Rents" shall have the meaning set forth in clause (i) of the granting
clause.

     "State" means the State of Georgia.

     "Total Destruction" means any damage to or destruction of the Improvements
or any part thereof which, in the reasonable estimation of the Grantee shall
require the expenditure of an amount in excess of Ten Million Dollars
($10,000,000) to restore the Improvements to substantially the same condition
of the Improvements immediately prior to such damage or destruction.


                                      21
<PAGE>   25



     "Total Taking" means a Taking, whether permanent or for temporary use,
which, in the reasonable judgment of the Grantee, shall substantially interfere
with and adversely affect the normal operation of the Property by the Grantor
to such an extent as would reasonably be anticipated to cause a Material
Adverse Effect (as defined in the Credit Agreement).

     SECTION 4.2. Use of Defined Terms. Terms for which meanings are provided
in this Deed shall, unless otherwise defined or the context otherwise requires,
have such meanings when used in any certificate and any opinion, notice or
other communication delivered from time to time in connection with this Deed or
pursuant hereto.

     SECTION 4.3. Indenture Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Deed, including its preamble and
recitals, have the meanings provided in the Indenture.

                                   ARTICLE V

                                 MISCELLANEOUS

     SECTION 5.1. Further Assurances; Financing Statements.

     SECTION 5.1.1. Further Assurances. The Grantor, at its expense, will
execute, acknowledge and deliver all such instruments and take all such other
action as the Grantee from time to time may reasonably request:

          (a) to better subject to the security title and security interest of
     this Deed all or any portion of the Collateral,

          (b) to perfect, publish notice or protect the validity of the
     security title and security interest of this Deed,

          (c) to preserve and defend the title to the Collateral and the rights
     of the Grantee therein against the claims of all Persons as long as this
     Deed shall remain undischarged,

          (d) to better subject to the security title and security interest of
     this Deed or to maintain or preserve the security title and security
     interest of this Deed with respect to any replacement or substitution for
     any Collateral or any other after-acquired property except as provided in
     the Indenture, or

          (e) in order to further effectuate the purposes of this Deed and to
     carry out the terms hereof and to better assure and confirm to the Grantee
     its rights, powers and remedies hereunder.

     SECTION 5.1.2. Financing Statements. Notwithstanding any other provision
of this Deed, the Grantor hereby agrees that, without notice to or the consent
of the Grantor, the Grantee may file with the appropriate public officials such
financing statements, continuation statements, amendments and similar documents
as are or may become necessary to perfect, preserve or protect the security
interest granted by this Deed.

     SECTION 5.2. Additional Security. Without notice to or consent of the
Grantor, and without impairment of the security interest and security title and
rights created by this Deed, the Grantee and the Holders may accept from the
Grantor or any other Person additional security for the Obligations. Neither
the giving of this Deed nor the acceptance of any such additional security
shall prevent the Grantee from



                                      22
<PAGE>   26




resorting, first, to such additional security, or, first, to the security
created by this Deed, or concurrently to both, in any case without affecting
the Grantee's security title and rights under this Deed.

     SECTION 5.3. Satisfaction; Partial Release, etc.

     SECTION 5.3.1. Satisfaction. If the Obligations shall be repaid and
performed in full in accordance with the terms thereof, or otherwise as may be
provided in the Indenture, then on such date, the Grantee shall, upon the
request of the Grantor and at the Grantor's sole cost and expense, execute and
deliver such instruments, in form and substance reasonably satisfactory to the
Grantee, as may be necessary to effectively cancel and surrender this Deed.

     Partial Release, etc. The Grantee may, at any time and from time to time,
without liability therefor, and without prior notice to the Grantor, release or
reconvey any part of the Collateral, consent to the making of any map or plat
of the Property, join in granting any easement thereon or join in any extension
agreement or agreement subordinating the security title and security interest
of this Deed.

     SECTION 5.4. Notices, etc. All notices and other communications provided
to any of the parties hereto shall be in writing and addressed, delivered or
transmitted to such party as set forth in the Indenture.

     SECTION 5.5. Waivers, Amendments, etc. The provisions of this Deed may be
amended, discharged or terminated and the observance or performance of any
provision of this Deed may be waived, either generally or in a particular
instance and either retroactively or prospectively, only by an instrument in
writing executed by the Grantor and the Grantee.

     SECTION 5.6. Cross-References. References in this Deed and in each
instrument executed pursuant hereto to any Section or Article are, unless
otherwise specified, to such Section or Article of this Deed or such
instrument, as the case may be, and references in any Section, Article or
definition to any clause are, unless otherwise specified, to such clause of
such Section, Article or definition.

     SECTION 5.7. Headings. The various headings of this Deed and of each
instrument executed pursuant hereto are inserted for convenience only and shall
not affect the meaning or interpretation of this Deed or such instrument or any
provisions hereof or thereof.

     SECTION 5.8. Currency. Unless otherwise expressly stated, all references
to any currency or money, or any dollar amount, or amounts denominated in
"Dollars" herein will be deemed to refer to the lawful currency of the United
States.

     SECTION 5.9. Governing Law. THIS DEED SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE.

     SECTION 5.10. Successors and Assigns, etc. This Deed shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors, successors-in-title and assigns.

     SECTION 5.11. Waiver of Jury Trial; Submission to Jurisdiction.

          (a) EACH OF THE GRANTOR AND THE GRANTEE HEREBY KNOWINGLY, VOLUNTARILY
     AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
     RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN
     CONNECTION WITH THIS DEED, THE INDENTURE, THE SENIOR SECURED NOTES AND THE
     SECURITY AGREEMENTS, OR ANY OTHER RELATED





                                      23
<PAGE>   27




     INSTRUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
     (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE GRANTOR OR THE GRANTEE. THIS
     PROVISION IS A MATERIAL INDUCEMENT FOR THE GRANTEE AND TO ENTER INTO THE
     TRANSACTIONS PROVIDED FOR IN THE INDENTURE AND TO PURCHASE THE SENIOR
     SECURED NOTES.

          (b) FOR THE PURPOSE OF ANY ACTION OR PROCEEDING INVOLVING THIS DEED,
     THE INDENTURE, THE SENIOR SECURED NOTES AND THE SECURITY AGREEMENTS
     EXECUTED PURSUANT TO THE INDENTURE, THE GRANTOR HEREBY EXPRESSLY AND
     IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL AND
     STATE COURTS LOCATED IN THE STATE AND CONSENTS THAT IT MAY BE SERVED WITH
     ANY PROCESS OR PAPER BY REGISTERED MAIL OR BY PERSONAL SERVICE WITHIN OR
     WITHOUT THE STATE IN ACCORDANCE WITH APPLICABLE LAW, PROVIDED A REASONABLE
     TIME FOR APPEARANCE IS ALLOWED. THE GRANTOR AND GRANTEE EACH EXPRESSLY
     WAIVES, TO THE EXTENT IT MAY LAWFULLY DO SO, ANY OBJECTION, CLAIM OR
     DEFENSE WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF VENUE OF ANY
     ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS DEED, THE INDENTURE, THE
     SENIOR SECURED NOTES AND THE SECURITY AGREEMENTS EXECUTED PURSUANT TO THE
     INDENTURE IN ANY SUCH COURT, IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH
     SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
     AN INCONVENIENT FORUM AND FURTHER IRREVOCABLY WAIVES THE RIGHT TO OBJECT,
     WITH RESPECT TO ANY SUCH CLAIM, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
     SUCH COURT, THAT SUCH COURT DOES NOT HAVE JURISDICTION OVER THE PERSON OF
     THE GRANTOR. NOTHING CONTAINED HEREIN WILL BE DEEMED TO PRECLUDE THE
     GRANTEE FROM BRINGING AN ACTION AGAINST THE GRANTOR IN ANY OTHER
     JURISDICTION.

     SECTION 5.12. Severability; Conflicts. Any provision of this Deed, the
Indenture or any other Security Agreements which is prohibited or unenforceable
in any jurisdiction shall as to such provision and such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Deed, the Indenture or such
Security Agreements or affecting the validity or enforceability of such
provision in any other jurisdiction. In the event of any conflict between the
terms of this Deed and the terms of the Indenture, the terms of the Indenture
shall control.

     SECTION 5.13. Security Agreements. This Deed is a Security Agreements
executed pursuant to the Indenture and, unless otherwise expressly indicated
herein, shall be construed, administered and applied in accordance with the
terms and provisions thereof.

     SECTION 5.14. Usury Savings Clause. It is the intention of the Grantor and
the Grantee to conform strictly to the usury laws governing the Senior Secured
Notes and Security Agreements, and any interest payable under the Senior
Secured Notes and Security Agreements shall be subject to reduction to the
amount not in excess of the maximum non-usurious amount allowed under such
laws, as construed by the courts having jurisdiction over such matters. In the
event the Obligations become due and payable in full by reason of any provision
of the Senior Secured Notes and Security Agreements, or by reason of an
election by the Grantee resulting from an Event of Default, then earned
interest may never include more than the maximum amount permitted by law,
computed from the dates of each advance of loan proceeds under the Indenture
until payment, and any interest in excess of the maximum amount permitted by
law shall be canceled automatically or, if theretofore paid, at the option of
the Grantee, shall be rebated to the





                                      24
<PAGE>   28




Grantor, or shall be credited on the principal amount of the Obligations or, if
all principal has been repaid, then the excess shall be rebated to the Grantor.
If any interest is canceled, credited against principal or rebated to the
Grantor in accordance with the foregoing sentence and, if thereafter the
interest payable hereunder is less than the maximum amount permitted by
applicable law, the rate hereunder shall automatically be increased to the
maximum extent possible to permit repayment to the Grantee and the Holders as
soon as possible of any interest in excess of the maximum amount permitted by
law which was earlier canceled, credited against principal or rebated to the
Grantor pursuant to the provisions of the foregoing sentence.

     SECTION 5.15. Future Advances. This Deed is a "Future Advance Deed" under
the laws of the State. Any and all future advances under this Deed, the
Indenture and the Senior Secured Notes and Security Agreements executed
pursuant to the Indenture shall have the same priority as if the future advance
was made on the date that this Deed was recorded. This Deed shall secure the
Obligations, whenever incurred, such Obligations to be due at the times
provided herein and in the Subsidiary Guarantees executed by Grantor. Notice is
hereby given that the Obligations may increase as a result of any defaults
hereunder by Grantor due to, for example, and without limitation, unpaid
interest or late charges, unpaid taxes or insurance premiums which the Grantee
elects to advance, defaults under leases that the Grantee elects to cure,
attorney fees or costs incurred in enforcing the Indenture, the Senior Secured
Notes and the Security Agreements or other expenses incurred by the Grantee in
protecting the Collateral, the Obligations, the security of this Deed or the
Grantee's rights and interests.

     SECTION 5.16. Georgia Agent. The rights, powers, duties and obligations
conferred or imposed upon the Collateral Agent under the Indenture pursuant to
this Deed with respect to the Collateral (including, without limitation,
holding the security title hereunder) are hereby conferred and imposed upon the
Georgia Agent to the extent, but only to the extent, that pursuant to the laws
of the State in effect from time to time the Collateral Agent shall be
incompetent or unqualified to exercise or perform such rights, power, duties
and obligations.

     SECTION 5.17. Subordination to First Deed.

          (a) The security title and security interest of this Deed shall be
     subject and subordinate only to the security title and security interest
     of the First Deed and Permitted Encumbrances. Notwithstanding anything to
     the contrary contained in this Deed, this Deed shall not be subordinate to
     any increases in the aggregate principal amount that may be borrowed (i)
     under the First Deed or other documents executed in connection therewith,
     or (ii) under any amendment, modifications, renewals, replacements or
     consolidations thereof, made without the prior written consent of Grantee,
     to an amount in excess of $70,000,000.

          (b) Grantor represents and warrants that (i) the First Deed is in
     full force and effect, and (ii) all principal, interest and other amounts
     payable under the terms, covenants, conditions and provisions of the First
     Deed and the other documents executed in connection therewith have been
     and shall be paid in accordance with the terms, covenants, conditions and
     provisions thereof.

          (c) Grantor covenants and agrees that Grantor shall: (i) promptly and
     faithfully observe, perform and comply with all the terms, covenants,
     conditions and provisions of the First Deed and other documents executed
     in connection therewith; (ii) not modify, or amend, or in any way alter or
     permit the alteration of any of the terms, covenants, conditions or
     provisions of the First Deed or the other documents executed in connection
     therewith in a manner that will increase the aggregate principal amount of
     indebtedness that may be borrowed under the First Deed and the other
     documents executed in connection therewith the repayment of which is
     secured by the First Deed to an amount in excess of $70,000,000; (iii)
     promptly deliver to Grantee a copy of





                                      25
<PAGE>   29




     each notice of a default under the First Deed (hereinafter, a "First Deed
     Default") received or delivered by Grantor in connection with the First
     Deed; and (iv) furnish to Grantee copies of such additional information
     and evidence as Grantee reasonably may require concerning Grantor's due
     observance, performance and compliance with the terms, covenants,
     conditions, and provisions of the First Deed and the other documents
     executed in connection therewith (including, but without limiting the
     generality of the foregoing, evidence, reasonably satisfactory to Grantee,
     of the payment by Grantor of principal, interest and other amounts
     required by the terms, covenants, conditions and provisions of the First
     Deed and the other documents executed in connection therewith).

          (d) Upon the occurrence and during the continuance of a First Deed
     Default, in addition to any other rights and remedies that may be
     available to Grantee, Grantee may, but shall not be obligated to, cure
     such First Deed Default and Grantee shall be subrogated to the rights of
     the holder of the First Deed against Grantor and the Property. To the
     extent Grantee makes any payment of any installment of interest or any
     payment of principal or other sum due under the First Deed and/or any
     Senior Secured Note secured thereby, such payment (i) shall be deemed to
     be Obligations secured hereby, (ii) shall be a security title and security
     interest in the Premises prior to any right or title to, interest in, or
     claim upon the Property subordinate to the security title and security
     interest of this Deed, and (iii) shall accrue interest at a rate equal to
     the lower of (a) eighteen percent (18%) per annum or (b) the maximum rate
     permitted by law.

          (e) If for any reason the indebtedness secured by the First Deed is
     accelerated, or the Property or any part thereof is sold, or attempted to
     be sold, pursuant to the First Deed, whether by power of sale, judicial
     action or otherwise, or any other remedial action or proceeding is taken
     or instituted in respect of the Property or any part thereof under the
     First Deed, Grantor will indemnify and hold Grantee harmless from any
     loss, cost or expense incurred by Grantee, including reasonable attorneys'
     fees, in contesting any such action taken or instituted, or incurred by
     Grantee on account of the acceleration of the indebtedness secured by the
     First Deed, the sale of the Property pursuant thereto or Grantee's
     purchase or payment of the First Deed.

          (f) Grantor does herewith irrevocably appoint and constitute Grantee
     as its true and lawful attorney-in-fact in its name, place and stead to,
     upon the occurrence and during the continuance of a First Deed Default,
     perform and comply with all obligations of Grantor under the First Deed,
     to do and take, without any obligation to do so, any action as Grantee
     deems necessary or desirable to cure any First Deed Default. Grantor
     shall, within five (5) days after written request is made therefor by
     Grantee, execute and deliver to Grantee or to any person which Grantee
     shall designate, such further instruments, agreements, powers, deeds,
     conveyances or the like as may be necessary to complete or perfect the
     interest, rights or powers of Grantee pursuant to this paragraph.

          (g) Upon receipt by Grantee of any notice of a First Deed Default,
     Grantee may rely thereon and take any such reasonable action as Grantee
     shall reasonably deem necessary , irrespective of whether the existence of
     such First Deed Default or the nature thereof be questioned or denied by
     or on behalf of Grantor.

     Notwithstanding anything to the contrary contained in this Deed, and each
of the terms, conditions and provisions hereof, and Grantee's rights and
remedies hereunder, is, and at all times shall be subject and subordinate to the
First Deed. The parties hereto agree to execute a subordination agreement if
requested by Senior Lender or any lender under any refinancing of the
indebtedness secured by the First Deed.




                                      26
<PAGE>   30




     IN WITNESS WHEREOF, the undersigned, by its duly elected officers and
pursuant to proper authority of its board of directors has duly executed,
sealed, acknowledged and delivered this instrument as of the day and year first
above written.

Signed, sealed and delivered               STERLING PULP CHEMICALS, INC.,
in the presence of:                        a Georgia corporation



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




---------------------------------
Notary Public

My commission expires:

                                     [CORPORATE SEAL]

[AFFIX NOTARIAL SEAL]









                                  DRAFTED BY:

                                Latham & Watkins
                                885 Third Avenue
                            New York, New York 10022
                        Attention: Wylie S. Allen, Esq.



                                       27

<PAGE>   31




                                                                     SCHEDULE 1

                         Legal Description of the Land

     [ ]







<PAGE>   32

                                                                     SCHEDULE 2

                             Permitted Encumbrances

     [ ]