<PAGE>   1
                                                                EXHIBIT 10(s)(i)


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


                            PARTICIPATION AGREEMENT

                         Dated as of November 15, 1996

                                     among


                            LCI INTERNATIONAL, INC.,
                  as the Construction Agent and as the Lessee,

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
              not in its individual capacity, except as expressly
                 stated herein, but solely as the Owner Trustee
                          under the Stuart Park Trust

           THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE
                PARTIES HERETO FROM TIME TO TIME, as the Holders

           THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE
                PARTIES HERETO FROM TIME TO TIME, as the Lenders

                                      and


                          NATIONSBANK OF TEXAS, N.A.,
                              as the agent for the
                                    Lenders
        -------------------------------------------------------------
<PAGE>   2
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                          <C>
THE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

HOLDER ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

SUMMARY OF TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

      Operative Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
      Land Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
      Construction of Improvements; Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

THE CLOSINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
      Initial Closing Date  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
      Initial Closing Date; Land Closing Date; Construction Advances  . . . . . . . . . . . . . . . . . . .   4

FUNDING OF ADVANCES; REPORTING REQUIREMENTS ON COMPLETION DATE; THE LESSEE
      DELIVERY OF NOTICES; CERTAIN COVENANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
      General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
      Procedures for Funding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
      Conditions to the Holders and the Lenders Obligations to Advance Funds on 
             the Initial Closing Date, for the Acquisition of the Land and otherwise. . . . . . . . . . . .   6
      Conditions to the Holders' and the Lender's, Obligations to Make Construction 
             Advances for the Ongoing Construction on the Land Prior to the Basic Term Commencement Date. .  10
      Additional Reporting and Delivery Requirements on Completion Date and on Construction Period 
             Termination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
      The Construction Agent Delivery of Allocation Notice, Notice Regarding the Holder Construction 
              Property Cost and Construction Budget Modifications . . . . . . . . . . . . . . . . . . . . .  14

CONDITIONS OF THE INITIAL CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
      Conditions to the Lessor's and the Holder's, Obligations  . . . . . . . . . . . . . . . . . . . . . .  14
</TABLE>





                                       i
<PAGE>   3
<TABLE>
<S>                                                                                                          <C>
      Conditions to the Lessee's Obligations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
      Conditions to the Obligations of the Agent and the Lenders  . . . . . . . . . . . . . . . . . . . . .  19

REPRESENTATIONS AND WARRANTIES ON THE INITIAL CLOSING DATE  . . . . . . . . . . . . . . . . . . . . . . . .  19
      Representations and Warranties of the Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
      Representations and Warranties of the Borrower  . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
      Representations and Warranties of the Construction Agent and the Lessee . . . . . . . . . . . . . . .  25
      Representations and Warranties of the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

      REPRESENTATIONS AND WARRANTIES ON FUNDING DATES . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
      Representations and Warranties on the Land Closing Date . . . . . . . . . . . . . . . . . . . . . . .  29
      Representations and Warranties Upon Initial Construction Advance  . . . . . . . . . . . . . . . . . .  33
      Representations and Warranties Upon the Date of Each Construction Advance That Is 
      Not the Initial Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36

PAYMENT OF CERTAIN EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
      Transaction Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
      Brokers' Fees and Stamp Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
      Certain Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
      Unused Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40

      INTENTIONALLY OMITTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
      Administrative Fee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40

OTHER COVENANTS AND AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
      Cooperation with the Construction Agent or the Lessee . . . . . . . . . . . . . . . . . . . . . . . .  41
      Covenants of the Owner Trustee and the Holders  . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
      The Lessee Covenants, Consent and Acknowledgment  . . . . . . . . . . . . . . . . . . . . . . . . . .  44
      Sharing of Certain Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
      Grant of Easements, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47
      Appointment by the Agent, the Lenders, the Holders and the Owner Trustee  . . . . . . . . . . . . . .  48
      Collection and Allocation of Payments and Other Amounts . . . . . . . . . . . . . . . . . . . . . . .  49

CREDIT AGREEMENT AND TRUST AGREEMENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
      The Construction Agent's and the Lessee's Credit Agreement Rights . . . . . . . . . . . . . . . . . .  53
</TABLE>





                                       ii
<PAGE>   4
<TABLE>
<S>                                                                                                          <C>
      The Construction Agent's and the Lessee's Trust Agreement Rights  . . . . . . . . . . . . . . . . . .  54

TRANSFER OF INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
      Restrictions on Transfer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
      Effect of Transfer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56

INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
      General Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  56
      General Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
      Survival of Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
      No Broker, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
      Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
      Counterparts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      Amendments and Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      Headings, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      Parties in Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      GOVERNING LAW; WAIVERS OF JURY TRIAL  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  70
      Severability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
      Liability Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  71
      Rights of the Lessee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
      Further Assurances  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
      Calculations under Operative Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  73
      Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
</TABLE>

EXHIBITS

A - Forms of Requisition - Sections 4.2 and 5.2

B - Officer's Certificate - Section 5.6

C - Legal Opinion of Lessee's Counsel - Section 6.1(c)

D - Officer's Certificate - Section 6.1(g)

E - Officer's Certificate - Section 6.1(h)

F - Officer's Certificate - Section 6.2(d)





                                      iii
<PAGE>   5
G - Officer's Certificate - Section 6.2(e)

H - Legal Opinion of Owner Trustee's Counsel - Section 6.2(f)

I - Description of Material Litigation - Section 7.3(d)

J - Architects Certificate; Engineers Certificate - Section 5.3(q)

K - Form of Mortgage - Section 5.3(m)

L - Form of Security Agreement - Section 5.3(m)

Appendix A - Rules of Usage and Definitions





                                       iv
<PAGE>   6
                           PARTICIPATION AGREEMENT

        THIS PARTICIPATION AGREEMENT dated as of November 15, 1996 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among LCI INTERNATIONAL, INC., a Delaware
corporation (the "Lessee" or the "Construction Agent"); FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity (in its individual capacity, the "Trust Company"), except as expressly
stated herein, but solely as the Owner Trustee under the Stuart Park Trust (the
"Owner Trustee", the "Borrower" or the "Lessor"); the various banks and other
lending institutions which are parties hereto from time to time as lenders
(subject to the definition of Lenders in Appendix A hereto, individually, a
"Lender" and collectively, the "Lenders"); NATIONSBANK OF TEXAS, N.A., a
national banking association ("NationsBank"), as administrative agent for the
Lenders (in such capacity, the "Agent"); the various banks and other lending
institutions which are parties hereto from time to time as holders of
certificates issued with respect to the Stuart Park Trust (subject to the
definition of Holders in Appendix A hereto, individually, a "Holder" and
collectively, the "Holders").  Capitalized terms used but not otherwise defined
in this Agreement shall have the meanings set forth in Appendix A hereto.

        In consideration of the mutual agreements herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, the
parties hereto hereby agree as follows:

         1.    THE LOANS.

         The Lenders have agreed to make Loans to the Lessor from time to time
in an aggregate principal amount of up to the aggregate amount of the
Commitments of the Lenders in order for the Lessor to acquire the Land and to
develop and construct certain Improvements thereon in accordance with the
Agency Agreement and the terms and provisions hereof, and in consideration of
the receipt of proceeds of the Loans, the Lessor will issue the Notes.  The
Loans shall be made and the Notes shall be issued pursuant to the Credit
Agreement.  Pursuant to Section 5 of this Agreement and Section 2 of the Credit
Agreement, the Loans will be made to the Lessor from time to time at the
request of the Construction Agent





                                       1
<PAGE>   7
in consideration for the Construction Agent agreeing for the benefit of the
Lessor, pursuant to the Agency Agreement, to acquire the Land, to acquire the
Equipment, to construct certain Improvements and to cause the Lessee to lease
the Property, each in accordance with the Agency Agreement and the other
Operative Agreements.  The Loans and the obligations of the Lessor under the
Credit Agreement shall be secured by the Collateral.

         2.               HOLDER ADVANCES.

         Subject to the terms and conditions of this Agreement and in reliance
on the representations and warranties of each of the parties hereto contained
herein or made pursuant hereto on each date Advances are made in accordance
with Section 5 hereof, each Holder shall make a Holder Advance on a pro rata
basis to the Lessor with respect to the Trust based on its Holder Commitment in
an amount in immediately available funds such that the aggregate of all Holder
Advances on such date shall be four percent (4%) of the amount of the Requested
Funds on such date (except that in each case, the Holder Advance shall be
sufficient to fund Holder Yield); provided, no Holder shall be obligated for
any Holder Advance in excess of its pro rata share of the Available Holder
Commitment.  The aggregate amount of Holder Advances shall be up to the
aggregate amount of the Holder Commitments.  No prepayment or any other payment
with respect to any Advance shall be permitted such that the Holder Advance
with respect to such Advance is less than four percent (4%) of the outstanding
amount of such Advance, except in connection with termination or expiration of
the Term or in connection with the exercise of remedies relating to the
occurrence of a Lease Event of Default.  The representations, warranties,
covenants and agreements of the Holders herein and in the other Operative
Agreements are several, and not joint or joint and several.

        3.               SUMMARY OF TRANSACTIONS.

        3.1.             Operative Agreements.  On the date hereof, each of the
respective parties hereto and thereto shall execute and deliver this Agreement,
the Lease, the Agency Agreement, the Credit Agreement, the Notes, the
Certificates, the Trust Agreement, the Security Agreement, the Mortgage
Instrument, the Guaranty, and





                                       2
<PAGE>   8
such other documents, instruments, certificates and opinions of counsel as
agreed to by the parties hereto.

        3.2.             Land Purchase.  On the Land Closing Date and subject
to the terms and conditions of this Agreement (a) the Holders will each make a
Holder Advance in accordance with Sections 2 and 5 of this Agreement and the
terms and provisions of the Trust Agreement, (b) the Lenders will each make
Loans in accordance with Sections 1 and 5 of this Agreement and the terms and
provisions of the Credit Agreement, and (c) the Lessor will purchase and
acquire good and marketable title to the Land or portion thereof, identified by
the Construction Agent, in each case pursuant to a Deed and/or Bill of Sale, as
the case may be, and grant the Agent a lien on the Property (including the
Land) or such portion thereof by execution of the required Security Documents.

        3.3.              Construction of Improvements; Lease.  Subject to the
provisions of Section 5.4 hereof, the Holders will each make Holder Advances
and the Lenders will make Loans, to be made as Construction Advances with
respect to particular Improvements to be constructed and with respect to
ongoing Work regarding the Equipment and construction of particular
Improvements, in each case, pursuant to the terms and conditions of this
Agreement and the Agency Agreement.  The Construction Agent will act as a
construction agent on behalf of the Lessor respecting the Work, regarding the
Equipment, the construction of such Improvements and the expenditures of the
Construction Advances related to the foregoing.  The Construction Agent shall
promptly notify the Lessor upon Completion of the Improvements and, on or
before the Construction Period Termination Date, the Lessee and the Lessor
shall execute and record a Lease Supplement relating to the Property specifying
the Basic Term Commencement Date whereupon the Basic Term shall commence with
respect to the Property.

         4.               THE CLOSINGS.

         4.1.             Initial Closing Date.  All documents and instruments
required to be delivered on the Initial Closing Date shall be delivered at the
offices of Kennedy Covington Lobdell & Hickman, LLP, Charlotte, North Carolina,
or at such other location as may be determined by the Lessor and the Agent.





                                       3
<PAGE>   9
         4.2.             Initial Closing Date; Land Closing Date; Construction
Advances.  The Construction Agent shall deliver to the Lessor and the Agent a
requisition (a "Requisition"), substantially in the form attached hereto as
Exhibit A or in such other form as is reasonably satisfactory to the Lessor and
the Agent, in connection with (a) the Initial Closing Date relating to the
Transaction Expenses and other fees, expenses and disbursements payable,
pursuant to Section 9.1(a), by the Lessor and (b) the Land Closing Date
relating to an Acquisition Advance pursuant to Section 5.3 and (c) each date of
a Construction Advance pursuant to Section 5.4.

         5.               FUNDING OF ADVANCES; REPORTING REQUIREMENTS ON
COMPLETION DATE; THE LESSEE DELIVERY OF NOTICES; CERTAIN COVENANTS.

         5.1.             General.  To the extent funds have been advanced to
the Lessor as Loans by the Lenders and as Holder Advances by the Holders, the
Lessor will use such funds from time to time in accordance with the terms and
conditions of this Agreement and the other Operative Agreements (i) to pay
interest on the Loans relating to the Property and to pay the Holder Yield on
the Holder Advances relating to the Property, in each case to the extent
accrued under the Credit Agreement or Trust Agreement (as the case may be)
during the period prior to the Basic Term Commencement Date with respect to the
Property, (ii) at the direction of the Construction Agent to acquire the Land
or any portion thereof in accordance with the terms of this Agreement, the
Agency Agreement and the other Operative Agreements, (iii) to make Advances to
the Construction Agent to permit it to pay, or to reimburse the Construction
Agent for paying, the costs of the acquisition, testing, engineering,
installation, development, construction, modification, design, and renovation,
as applicable, of the Property (or any portion thereof) in accordance with the
terms of the Agency Agreement, and the other Operative Agreements, and (iv) to
pay Transaction Expenses, fees, expenses and other disbursements payable by the
Lessor under Sections 9.1(a) and (b).

         5.2.             Procedures for Funding.

         (a)              The Construction Agent shall designate the date for
Advances hereunder in accordance with the terms and provisions





                                       4
<PAGE>   10
hereof; provided, however, it is understood and agreed that no more than one
(1) Construction Advance may be requested during any calendar month.  Not less
than (i) three (3) Business Days prior to the Initial Closing Date and (ii)
three (3) Business Days prior to the date on which any Construction or
Acquisition Advance is to be made, the Construction Agent shall deliver to the
Agent, (A) with respect to the Initial Closing Date and each Acquisition
Advance, a Requisition as described in Section 4.2 hereof (including without
limitation a legal description of the Land, a schedule of the Improvements, if
any, and a schedule of the Equipment, if any, acquired or to be acquired on
such date, and a schedule of the Work, if any, to be performed, each of the
foregoing in such detail as may be requested by the Agent and in a form
reasonably acceptable to the Agent) and (B) with respect to each Construction
Advance, a Requisition.

         (b)              Each Requisition shall: (i) be irrevocable, (ii)
request funds in an amount that is not in excess of the total aggregate of the
Available Commitments plus the Available Holder Commitments at such time, and
(iii) request that the Holders make Holder Advances and that the Lenders make
Loans to the Lessor for the payment of the Land Acquisition Costs (in the case
of an Acquisition Advance) or other Property Costs (in the case of a
Construction Advance) that have previously been incurred or are then payable
and were not subject to a prior Requisition, in each case as specified in the
Requisition.

         (c)              Subject to the satisfaction of the conditions
precedent set forth in Sections 5.3, 5.4 or 5.5, as applicable, on the Land
Closing Date or the date on which the Construction Advance is to be made, as
applicable, (i) the Lenders shall make Loans to the Lessor in an aggregate
amount equal to ninety-six percent (96%) of the Requested Funds specified in
any Requisition (except that in each case the Loans shall be sufficient to pay
interest then due and owing on the Loans), up to an aggregate principal amount
equal to the Available Commitments, (ii) each Holder shall make a pro rata
Holder Advance based on its Holder Commitment in an amount such that the
aggregate of all Holder Advances at such time shall be four percent (4%) of the
balance of the Requested Funds specified in such Requisition (except that in
each case the Holder Advance shall be sufficient to fund Holder Yield),
provided, no such Holder Advance shall exceed such Holder's pro rata share of





                                       5
<PAGE>   11
the Available Holder Commitments; and (iii) the total amount of such Loans and
Holder Advances made on such date shall (x) be used by the Lessor to pay or to
reimburse the Construction Agent for payment of the Budgeted Total Property
Cost and Transaction Expenses within three (3) Business Days of the receipt by
the Lessor of such Advance, (y) be used by the Lessor on the date of such
Advance to pay interest on the Loans relating to the Property and to pay the
Holder Yield on the Holder Advances relating to the Property, in each case to
the extent accrued under the Credit Agreement or Trust Agreement (as the case
may be) during the period prior to the Basic Term Commencement Date with
respect to the Property, or (z) be advanced by the Lessor on the date of such
Advance to the Construction Agent or the Lessee to pay or reimburse either of
them for paying the Budgeted Total Property Cost and Transaction Expenses, as
applicable.

         (d)              With respect to an Advance obtained by the Lessor to
pay for Land and related Transaction Expenses and not expended by the Lessor
for such purpose on the date of such Advance, such amounts shall be held by the
Lessor (or the Agent on behalf of the Lessor) until the Land Closing Date or,
if such Land Closing Date does not occur within three (3) Business Days of the
date of the Lessor's receipt of such Advance, shall be applied to repay the
Lenders and the Holders and, subject to the terms hereof, and of the Credit
Agreement and the Trust Agreement, shall remain available for future Advances.
Any such amounts held by the Lessor (or the Agent on behalf of the Lessor)
shall be subject to the lien of the Security Agreement.

         (e)              All items described in Sections 5.3, 5.4 or 5.5 which
are to be delivered to the Lessor shall be delivered to Kennedy Covington
Lobdell & Hickman, LLP, on behalf of and as counsel for the Lessor.

         5.3.             Conditions to the Holders and the Lenders Obligations
to Advance Funds on the Initial Closing Date, for the Acquisition of the Land
and otherwise.  The obligations of the Holders to make Holder Advances, and of
the Lenders to make Loans to the Lessor, (i) on the Initial Closing Date to pay
Transaction Expenses, fees, expenses and other disbursements payable by the
Lessor under Section 9.1(a) of this Agreement and (ii) on the Land Closing Date
for the purpose of providing funds to the Lessor necessary to pay





                                       6
<PAGE>   12
the Transaction Expenses, fees, expenses and other disbursements payable by the
Lessor under Section 9.1(b) of this Agreement and to acquire the Land or any
portion thereof (an "Acquisition Advance") in each case are subject to the
satisfaction or waiver of the following conditions precedent on or prior to
such date respecting the Land (or portion thereof) to be acquired at such time
and all portions of the Land previously acquired (to the extent such conditions
precedent require the delivery of any agreement, certificate, instrument,
memorandum, legal or other opinion, appraisal, commitment, title insurance
commitment, lien report or any other document of any kind or type, such shall
be in form and substance reasonably satisfactory to the Agent, the Holders and
the Lessor):


                 (a)              the correctness in all material respects of
         the representations and warranties (including without limitation the
         Incorporated Representations and Warranties) on each such date of the
         Construction Agent and the Lessee contained herein and in each of the
         other Operative Agreements;


                 (b)              [INTENTIONALLY OMITTED]


                 (c)              the Lessor shall have received a fully
         executed counterpart copy of the Requisition, appropriately completed;


                 (d)              title to the Land and any existing
         Improvements (or each such portion thereof) shall conform to the
         representations and warranties set forth in Section 8.1(c) hereof;


                 (e)              the Construction Agent shall have delivered
         to the Lessor the Deed with respect to the Land and existing
         Improvements (if any) and a copy of the Bill of Sale with respect to
         the Equipment (if any), respecting such of the foregoing as are being
         acquired on each such date or which have been previously acquired;


                 (f)              there shall not have occurred and be
         continuing any Default or Event of Default under any of the Operative
         Agreements and no Default or Event of Default under any of the
         Operative Agreements will have occurred after giving effect to the
         Advance requested by such Requisition;





                                       7
<PAGE>   13
                 (g)              the Construction Agent shall have delivered
         to the Lessor title insurance commitments to issue policies respecting
         the Land (or such portion thereof) in favor of the Lessor, the Agent
         and the Holders from a title insurance company acceptable to the
         Lessor, the Agent and the Holders subject to the Permitted Exceptions
         with such other title exceptions thereto as are reasonably acceptable
         to the Lessor and the Agent;


                 (h)              the Construction Agent shall have delivered
         to the Lessor an environmental site assessment respecting the Land (or
         such portion thereof) prepared by a licensed professional engineer
         reasonably acceptable to the Lessor and the Agent;


                 (i)              the Construction Agent shall have delivered
         to the Lessor a survey (with a flood hazard certification) respecting
         the Land (or such portion thereof) prepared by an independent
         recognized professional acceptable to the Lessor, the Agent and the
         Holders;


                 (j)              the Construction Agent shall have caused to
         be delivered to the Lessor a legal opinion, addressed to the Lessor,
         the Agent, the Lenders and the Holders, from counsel located in the
         state where the Land is located substantially in the form attached as
         Exhibit C hereto;


                 (k)              [INTENTIONALLY OMITTED]


                 (l)              the Construction Agent shall have delivered
         to the Lessor, respecting the Land, invoices for the various
         Transaction Expenses and other fees, expenses and disbursements
         referenced in Sections 9.1(a) or (b) of this Agreement, as appropriate
         to the extent not otherwise included on the Requisition referenced in
         the foregoing Section 5.3(c);


                 (m)              the Construction Agent shall have caused to
         be delivered to the Lessor and there shall have been recorded (to the
         extent required) by the Agent a Mortgage Instrument (substantially in
         the form of Exhibit K hereto), the Security Agreement (substantially
         in the form of Exhibit L hereto),





                                       8
<PAGE>   14
         and Lender Financing Statements respecting the Property and all
         necessary recording fees, documentary stamp taxes and similar amounts
         shall have been paid by the Construction Agent;


                 (n)              the Lessee and the Lessor shall have executed
         and delivered a memorandum regarding the Lease (such memorandum to be
         substantially in the form attached to the Lease as Exhibit B and in
         form suitable for recording);


                 (o)              the Construction Agent shall have delivered
         to the Lessor to the extent required and/or applicable, the Lessor
         Financing Statements executed by the Lessee and the Lessor;


                 (p)              with respect to each Acquisition Advance, the
         sum of the Available Commitments of all Lenders plus the Available
         Holder Commitment (after deducting the Unfunded Amount and after
         giving effect to the Acquisition Advance) will be sufficient to pay
         all amounts payable therefrom and to pay interest on the Loans and the
         Holder Yield on the Holder Advances relating to the Property to the
         extent accrued under the Credit Agreement and the Trust Agreement, as
         the case may be, during the period prior to the Basic Term
         Commencement Date;


                 (q)              the Construction Agent shall have delivered
         to the Lessor an Architects Certificate and Engineers Certificate
         substantially in the form attached hereto as Exhibit J;


                 (r)              INTENTIONALLY OMITTED;


                 (s)              the Construction Agent shall have delivered
         to the Lessor a preliminary construction budget (the "Construction
         Budget") for the Improvements to be constructed on the Land;


                 (t)              the Construction Agent shall have provided
         evidence to the Lessor of general and excess liability insurance with
         respect to the Property (including the Land) as provided in the Lease;

                 (u)              the Construction Agent shall have caused an
         Appraisal regarding the Land and the Property as a fully





                                       9
<PAGE>   15
         developed and completed base to be provided to the Lessor from an
         appraiser selected by the Agent and the Holders in accordance with the
         terms of the Lease;


                 (v)              Lessee shall have certified to the Lessor,
         the Agent, the Lenders and the Holders that all necessary (or in the
         reasonable opinion of the Lessor, the Agent, the Holders, or their
         respective counsel, advisable) Governmental Actions with respect to
         the Property or the Lessee, in each case required by any law or
         regulation enacted, imposed or adopted on or prior to each such date
         or by any change in facts or circumstances on or prior to each such
         date, shall have been obtained or made and be in full force and
         effect;


                 (w)              the Construction Agent shall cause (i)
         Uniform Commercial Code lien searches, tax lien searches and judgment
         lien searches regarding each of the Lessee and the Lessor to be
         conducted (and copies thereof to be delivered to the Lessor) in
         Virginia, Utah and (with respect to the Lessee only) Delaware by the
         title insurance company providing the title insurance on the Property
         or a search company reasonably acceptable to the Lessor and the Agent
         and (ii) the liens referenced in such lien searches which are
         objectionable to the Lessor or the Agent to be either removed or
         otherwise handled in a manner satisfactory to the Lessor and the Agent
         and the Holders; and


                 (x)              each of the conditions set forth in Section
         6.1 shall have been satisfied or waived by the Lessor and the Agent.

         5.4.             Conditions to the Holders' and the Lender's,
Obligations to Make Construction Advances for the Ongoing Construction on the
Land Prior to the Basic Term Commencement Date.  The obligations of the Holders
to make Holder Advances, and the Lenders to make Loans, to the Lessor, (i) in
connection with all requests for Advances subsequent to the acquisition of the
Land (or any portion thereof) (and to pay the Transaction Expenses, fees,
expenses and other disbursements payable by the Lessor under Section 9.1 of
this Agreement in connection therewith) and, (ii) to pay the Holder Yield on
the Holder Advances relating to the Property and interest regarding the Loans





                                       10
<PAGE>   16
relating to the Property, in each case regarding such Holder Yield and Interest
to the extent accrued and payable under the Trust Agreement or Credit Agreement
(as the case may be), during the period prior to the Basic Term Commencement
Date with respect to the Property, are subject to the satisfaction or waiver of
the following conditions precedent (to the extent such conditions precedent
require the delivery of any agreement, certificate, instrument, memorandum,
legal or other opinion, appraisal, commitment, title insurance commitment, lien
report or any other document of any kind of type, such shall be in form and
substance reasonably satisfactory to the Agent and the Lessor):


                 (a)              the correctness in all material respects on
         such date of the representations and warranties (including without
         limitation the Incorporated Representations and Warranties) of the
         Construction Agent and the Lessee contained herein and in each of the
         other Operative Agreements;


                 (b)              [INTENTIONALLY OMITTED]


                 (c)              the Lessor shall have received a fully
         executed counterpart of the Requisition, appropriately completed;


                 (d)              based upon the applicable Construction Budget
         which shall satisfy the requirements of this Agreement, the Available
         Commitments and the Available Holder Commitment (after deducting the
         Unfunded Amount) will be sufficient to complete the Improvements;


                 (e)              there shall not have occurred and be
         continuing any Default or Event of Default under any of the Operative
         Agreements and no Default or Event of Default under any of the
         Operative Agreements will have occurred after giving effect to the
         Construction Advance requested by such Requisition;


                 (f)              the title insurance policy delivered in
         connection with the requirements of Section 5.3(g) shall provide for
         (or shall be endorsed to provide for) insurance in an amount at least
         equal to the maximum total Property Cost indicated by the Construction
         Budget referred to in subparagraph (d) above





                                       11
<PAGE>   17
         and there shall be no title change or exception objectionable to the
         Lessor, the Agent or the Holders;
  
                 (g)              the Construction Agent shall have delivered
         to the Lessor copies of the Plans and Specifications for the
         applicable Improvements;


                 (h)              the Construction Agent shall have delivered
         to the Lessor invoices for any Transaction Expenses and other fees,
         expenses and disbursements referenced in Section 9.1 that are to be
         paid with the Advance;


                 (i)              all consents, licenses, permits,
         authorizations, assignments and building permits required as of such
         date by all material Legal Requirements or pursuant to the terms of
         any contract, indenture, instrument or agreement for the acquisition,
         ownership, construction, completion, occupancy, operation, leasing or
         subleasing of the Property have been obtained and are in full force
         and effect, except to the extent that the failure to so obtain any
         such item would not reasonably be expected to, individually or in the
         aggregate, have a Material Adverse Effect;


                 (j)              the Construction Agent shall have delivered,
         or caused to be delivered, invoices, Bills of Sale or other documents
         reasonably acceptable to the Agent, the Holder and the Lessor in each
         case with regard to any Equipment or other components of the Property
         and naming the Lessor as purchaser and transferee;


                 (k)              the Construction Agent shall have delivered
         to the Lessor with respect to the acquisition of personal property
         and/or fixtures and/or Equipment Lessor Financing Statements executed
         by the Lessee and the Lessor; and


                 (l)              the Construction Agent shall affirmatively
         represent and warrant that (i) no event has occurred as described in
         Sections 3.3(i) or (ii) of the Agency Agreement that would cause the
         Property not to be completed by the Construction Period Termination
         Date, (ii) the Property will be completed by the Construction Period
         Termination Date, and (iii) the cost to complete the Property, and pay
         all





                                       12
<PAGE>   18
         Transaction Expenses will not exceed the aggregate amount of remaining
         funds available pursuant to the Holder Commitments and the Lender
         Commitments.

         5.5.             Additional Reporting and Delivery Requirements on
Completion Date and on Construction Period Termination Date.  On or prior to
the Completion Date for the Property, the Construction Agent shall deliver to
the Lessor an Officer's Certificate in the form attached hereto as Exhibit B
specifying (a) the address for the Property, (b) the Completion Date for the
Property, (c) the aggregate Property Cost for the Property (to the extent not
delivered with a Requisition), (d) detailed, itemized documentation supporting
the asserted Property Cost figures, (e) all Equipment (if any) has been
acquired and installed and such is operational and all Improvements have been
made in accordance with all applicable material Legal Requirements in a good
and workmanlike manner in accordance with the Plans and Specifications (except
to the extent that any deviation from the Plans and Specifications could not
reasonably be expected to materially impair the value, utility, economic life
or operation of the Property) and otherwise in full compliance with the
standards and practices of the Construction Agent with respect to equipment,
properties and improvements owned by the Construction Agent and (f) all
consents, licenses, permits, authorizations, assignments and building permits
required as of such date by all material Legal Requirements or pursuant to the
terms of any contract, indenture, instrument or agreement for the acquisition,
ownership, construction, completion, occupancy, operation, leasing or
subleasing of the Property have been obtained and are in full force and effect,
except to the extent that the failure to so obtain would not reasonably be
expected to, individually or in the aggregate, have a Material Adverse Effect.
The Lessor and the Agent shall have the right to contest the information
contained in such Officer's Certificate.  Furthermore, on or prior to
Completion Date for the Property, the Construction Agent shall deliver or cause
to be delivered to the Lessor (unless previously delivered to the Lessor)
originals of the following, each of which shall be in form reasonably
acceptable to the Lessor and the Agent: (u) an as-built survey for the
Property; (v) insurance certificates respecting the Property as required
hereunder and under the Lease Agreement; (w) a Lease Supplement specify the
Basic Term Commencement Date (in form suitable for recording), and





                                       13
<PAGE>   19
(x) if requested by the Lessor, the Agent or the Holders, amendments to the
Lessor Financing Statements executed by the appropriate parties.  In addition,
on the Completion Date for the Property the Construction Agent covenants and
agrees that the recording fees, documentary stamp taxes or similar amounts
required to be paid in connection with the related Mortgage Instrument shall be
paid in an amount required by applicable law.

         5.6.             The Construction Agent Delivery of Allocation Notice,
Notice Regarding the Holder Construction Property Cost and Construction Budget
Modifications.  The Construction Agent covenants and agrees to deliver (a) to
the Lessor, the Agent and the Holders each month during the Commitment Period
the Allocation Notice referred to in the first sentence of Section 2.3(b) of
the Credit Agreement, and a notice specifying the Holder Property Cost and (b)
to the Lessor, the Agent and the Holders each month notification of any
modification to any Construction Budget regarding the Property if such
modification increases the cost to construct the Property; provided, no
Construction Budget may be increased unless (x) the title insurance policies
referenced in Section 5.3(g) are also modified or endorsed, if necessary, to
provide for insurance in an amount that satisfies the requirements of Section
5.4 (f) of this Agreement, and (y) after giving effect to any such amendment
the Construction Budget remains in compliance with the requirements of Section
5.4(d) of this Agreement.

         6.               CONDITIONS OF THE INITIAL CLOSING.

         6.1.             Conditions to the Lessor's and the Holder's,
Obligations.  The obligations of the Lessor and the Holders to consummate the
transactions contemplated by this Agreement, including without limitation the
obligation to execute and deliver the applicable Operative Agreements to which
each is a party on the Initial Closing Date, are subject to (i) the accuracy
and correctness on the Initial Closing Date of the representations and
warranties in all material respects of the other parties hereto contained
herein, (ii) the accuracy and correctness in all material respects on the
Initial Closing Date of the representations and warranties of the other parties
hereto contained in any other Operative Agreement or certificate delivered
pursuant hereto or thereto, (iii) the performance by the





                                       14
<PAGE>   20
other parties hereto of their respective agreements contained herein and in the
other Operative Agreements and to be performed by them on or prior to the
Initial Closing Date and (iv) the satisfaction or waiver by the Lessor and the
Holders of all of the following conditions on or prior to the Initial Closing
Date (all items described in this Section 6.1 which are stated to be delivered
to the Lessor, the Agent, the Lenders or the Holders shall, in fact, be
delivered to Kennedy Covington Lobdell & Hickman, LLP, on behalf of and as
counsel to each such Party.):


                 (a)              Each of the Operative Agreements to be
         entered into on the Initial Closing Date shall have been duly
         authorized, executed and delivered by the parties thereto, other than
         the Lessor, and shall be in full force and effect, and no Default or
         Event of Default shall exist thereunder (both before and after giving
         effect to the transactions contemplated by the Operative Agreements),
         and the Lessor shall have received a fully executed copy of each of
         the Operative Agreements (other than the Notes and the Guaranty of
         which it shall have received specimens).  The Operative Agreements (or
         memoranda thereof), any supplements thereto and any financing
         statements and fixture filings in connection therewith required under
         the Uniform Commercial Code shall have been filed or shall be promptly
         filed, if necessary, in such manner as to enable the Lessee's counsel
         to render its opinion referred to in Section 6.1(c) hereof;


                 (b)              All taxes, fees and other charges in
         connection with the execution, delivery, recording, filing and
         registration of the Operative Agreements shall have been paid or
         provisions for such payment shall have been made to the satisfaction
         of the Lessor and the Agent;


                 (c)              Counsel for the Lessee acceptable to the
         other parties hereto shall have issued to the Lessor, the Agent, the
         Lenders and the Holders its opinion in the form attached hereto as
         Exhibit C or in such other form as is reasonably acceptable to such
         parties;


                 (d)              All necessary (or in the reasonable opinion
         of the Lessor, the Agent, the Holders or their respective counsel,
         advisable) Governmental Actions, in each case required on or





                                       15
<PAGE>   21
         prior to the date hereof or by any change in fact or circumstances on
         or prior to the date hereof, shall have been obtained or made and be
         in full force and effect or if such Governmental Actions have not been
         obtained or made, the failure to obtain or make such Governmental
         Action shall not have a Material Adverse Effect;


                 (e)              No action or proceeding shall have been
         instituted, nor shall any action or proceeding be overtly threatened,
         before any Governmental Authority, nor shall any order, judgment or
         decree have been issued or proposed to be issued by any Governmental
         Authority or to set aside, restrain, enjoin or prevent the full
         performance of this Agreement, any other Operative Agreement or any
         transaction contemplated hereby or thereby which is reasonably likely
         to have a Material Adverse Effect;


                 (f)              In the reasonable opinion of the Lessor, the
         Agent, the Holders and their respective counsel, the transactions
         contemplated by the Operative Agreements do not and will not violate
         any Legal Requirements and do not and will not subject the Lessor, the
         Lenders, the Agent or the Holders to any adverse regulatory
         prohibitions, constraints, penalties or fines;


                 (g)              The Lessor, the Agent and the Holders shall
         each have received an Officer's Certificate, dated as of the Initial
         Closing Date, of the Lessee in the form attached hereto as Exhibit D
         or in such other form as is reasonably acceptable to such parties
         stating that (i) each and every representation and warranty of the
         Lessee contained in the Operative Agreements to which it is a party is
         true and correct in all material respects on and as of the Initial
         Closing Date; (ii) no Default or Event of Default has occurred and is
         continuing under any Operative Agreement; (iii) each Operative
         Agreement to which the Lessee is a party is in full force and effect
         with respect to it; and (iv) the Lessee has performed and complied
         with all covenants, agreements and conditions contained herein or in
         any Operative Agreement required to be performed or complied with by
         it on or prior to the Initial Closing Date;





                                       16
<PAGE>   22
                 (h)              The Lessor, the Agent and the Holders shall
         each have received (i) a certificate of the Secretary or an Assistant
         Secretary of the Lessee in the form attached hereto as Exhibit E or in
         such other form as is reasonably acceptable to such parties attaching
         and certifying as to (1) the resolutions of its Board of Directors
         duly authorizing the execution, delivery and performance by the Lessee
         of each of the Operative Agreements to which it is or will be a party,
         (2) its certificate of incorporation certified as of a recent date by
         the Secretary of State of the State of Delaware and its by-laws and
         (3) the incumbency and signature of persons authorized to execute and
         deliver on its behalf the Operative Agreements to which it is a party
         and (ii) a good standing certificate from the appropriate officer of
         the State of Delaware as to its good standing in such state; and


                 (i)              As of the Initial Closing Date, there shall
         not have occurred any material adverse change in the consolidated
         assets, liabilities, operations, business or financial condition of
         the Lessee from that set forth in the audited financial statements of
         the Lessee dated December 31, 1995.

         6.2.             Conditions to the Lessee's Obligations.  The
obligation of the Lessee to consummate the transactions contemplated by this
Agreement, including without limitation the obligation to execute and deliver
the Operative Agreements to which it is a party on the Initial Closing Date, is
subject to (i) the accuracy and correctness on the Initial Closing Date of the
representations and warranties of the other parties hereto contained herein,
(ii) the accuracy and correctness on the Initial Closing Date of the
representations and warranties of the other parties hereto contained in any
other Operative Agreement or certificate delivered pursuant hereto or thereto,
(iii) the performance by the other parties hereto of their respective
agreements contained herein and in the other Operative Agreements, in each case
to be performed by them on or prior to the Initial Closing Date, and (iv) the
satisfaction or waiver by the Lessee of all of the following conditions on or
prior to the Initial Closing Date:


                 (a)              In the reasonable opinion of the Lessee and
         its counsel, the transactions contemplated by the Operative Agreements
         do not and will not violate any material Legal





                                       17
<PAGE>   23
         Requirements and do not and will not subject the Lessee to any adverse
         regulatory prohibitions or constraints;


                 (b)              No action or proceeding shall have been
         instituted nor shall any action or proceeding be threatened, before
         any Governmental Authority, nor shall any order, judgment or decree
         have been issued or proposed to be issued by any Governmental
         Authority, to set aside, restrain, enjoin or prevent the full
         performance of this Agreement, any other Operative Agreement or any
         transaction contemplated hereby or thereby which is reasonably likely
         to have a Material Adverse Effect;


                 (c)              Each of the Operative Agreements to be
         entered into on the Initial Closing Date shall have been duly
         authorized, executed and delivered by the parties thereto, other than
         the Lessee, and shall be in full force and effect, and the Lessee
         shall have received a fully executed copy of each of the Operative
         Agreements;


                 (d)              The Lessee, the Agent and the Holders shall
         have received an Officer's Certificate of the Lessor dated as of the
         Initial Closing Date in the form attached hereto as Exhibit F or in
         such other form as is reasonably acceptable to the Lessee, the Agent
         and the Holders, stating that (i) each and every representation and
         warranty of the Lessor contained in the Operative Agreements to which
         it is a party is true and correct on and as of the Initial Closing
         Date; (ii) each Operative Agreement to which the Lessor is a party is
         in full force and effect with respect to it, and (iii) the Lessor has
         duly performed and complied with all covenants, agreements and
         conditions contained herein or in any Operative Agreement required to
         be performed or complied with by it on or prior to the Initial Closing
         Date;


                 (e)              The Lessee, the Agent and the Holders shall
         have received (i) a certificate of the Secretary, an Assistant
         Secretary, Trust Officer or Vice President of the Trust Company in the
         form attached hereto as Exhibit G or in such other form as is
         reasonably acceptable to the Lessee, the Agent and the Holders,
         attaching and certifying as to (A) the signing resolutions duly
         authorizing the execution, delivery





                                       18
<PAGE>   24
         and performance by the Lessor of each of the Operative Agreements to
         which it is or will be a party, (B) its articles of association or
         other equivalent charter documents and its by-laws, as the case may
         be, certified as of a recent date by an appropriate officer of the
         Trust Company and (C) the incumbency and signature of persons
         authorized to execute and deliver on its behalf the Operative
         Agreements to which it is a party and (ii) a good standing certificate
         from the office of the Comptroller of the Currency; and


                 (f)              Counsel for the Lessor acceptable to the
         other parties hereto shall have issued to the Lessee, the Holders, the
         Lenders and the Agent its opinion in the form attached hereto as
         Exhibit H or in such other form as is reasonably acceptable to such
         parties.

         6.3.             Conditions to the Obligations of the Agent and the
Lenders.  The obligations of the Agent and the Lenders to consummate the
transactions contemplated by this Agreement, including without limitation the
obligation to execute and deliver each of the Operative Agreements to which any
such entity is a party on the Initial Closing Date, is subject to (i) the
accuracy and correctness on the Initial Closing Date of the representations and
warranties of the other parties hereto contained herein, (ii) the accuracy and
correctness on the Initial Closing Date of the representations and warranties
of the other parties hereto contained in any other Operative Agreement or
certificate delivered pursuant hereto or thereto, (iii) the performance by the
other parties hereto of their respective agreements contained herein and in the
other Operative Agreements, in each case to be performed by them on or prior to
the Initial Closing Date, and (iv) the receipt by the Agent of the items
required to be delivered to the Agent pursuant to this Section 6.

         7.               REPRESENTATIONS AND WARRANTIES ON THE INITIAL CLOSING
DATE.

         7.1.             Representations and Warranties of the Holders.
Effective as of the Initial Closing Date, each Holder severally as to itself,
and not jointly, represents and warrants to each of the other parties hereto
that:





                                       19
<PAGE>   25
                 (a)              It is duly organized, validly existing and in
         good standing under the laws of the jurisdiction of its formation and
         has the power and authority to carry on its business as now conducted
         and to enter into and perform its obligations under each Operative
         Agreement to which it is or is to be a party and each other agreement,
         instrument and document to be executed and delivered by it on or
         before each Closing Date in connection with or as contemplated by each
         such Operative Agreement to which it is or will be a party;


                 (b)              The execution, delivery and performance of
         each Operative Agreement to which it is or will be a party have been
         duly authorized by all necessary action on its part and neither the
         execution and delivery thereof, nor the consummation of the
         transactions contemplated thereby, nor compliance by it with any of
         the terms and provisions thereof (i) requires or will require any
         approval of stockholders of, or approval or consent of any trustee or
         holder of any indebtedness or obligations of, such Holder which have
         not been obtained, (ii) contravenes or will contravene any Legal
         Requirement applicable to or binding on it (except no representation
         or warranty is made as to any Legal Requirement to which it may be
         subject solely as a result of the activities of the Lessee) as of the
         date hereof, (iii) contravenes or will contravene or result in any
         breach of or constitute any default under, or result in the creation
         of any Lien upon the Property, any Equipment or any of the
         Improvements (other than Liens created by the Operative Agreements)
         under its certificate of incorporation or other equivalent charter
         documents, as the case may be, by-laws or any indenture, mortgage,
         chattel mortgage, deed of trust, conditional sales contract, bank loan
         or credit agreement or other agreement or instrument to which it is a
         party or by which it or its properties is bound or affected or (iv)
         does or will require any Governmental Action by any Governmental
         Authority (other than arising solely by reason of the business,
         condition or activities of the Lessee or any Affiliate thereof or the
         construction or use of the Property, the Equipment or the
         Improvements);


                 (c)              Each Operative Agreement to which it is or
         will be a party has been, or will be, duly executed and delivered by





                                       20
<PAGE>   26
         it and constitutes, or upon execution and delivery will constitute, a
         legal, valid and binding obligation enforceable against it in
         accordance with the terms thereof;


                 (d)              There is no action or proceeding pending or,
         to its knowledge, threatened against it before any Governmental
         Authority that questions the validity or enforceability of any
         Operative Agreement to which it is or will become a party or that, if
         adversely determined, would materially and adversely affect its
         ability to perform its obligations under the Operative Agreements to
         which it is a party;


                 (e)              It has not assigned or transferred any of its
         right, title or interest in or under the Lease except in accordance
         with the Operative Agreements;


                 (f)              No Default or Event of Default under the
         Operative Agreements attributable to it has occurred and is
         continuing;


                 (g)              It is not a "holding company" or a
         "subsidiary company" of a "holding company" or an "affiliate" of a
         "holding company, or a "public utility" within the meaning of the
         Public Utility Holding Company Act of 1935, as amended, or a "public
         utility, within the meaning of the Federal Power Act, as amended.  It
         is not an "investment company" or a company controlled by an
         "investment company" within the meaning of the Investment Company Act
         or an "investment adviser" within the meaning of the Investment
         Advisers Act of 1940, as amended;


                 (h)              Except as otherwise contemplated by the
         Operative Agreements, it shall not, nor shall it direct the Lessor to,
         use the proceeds of any Loan or Holder Advance for any purpose other
         than the purchase of the Land (or any part thereof), the acquisition
         and installation of the Equipment, the construction of Improvements,
         the payment of the Transaction Expenses and the fees, expenses and
         other disbursements referenced in Section 9.1 of this Agreement and
         the payment of the interest on the Loans and the Holder Yield on the
         Holder Advances which accrues prior to the Basic Term Commencement
         Date with respect to the Property; and





                                       21
<PAGE>   27
                 (i)              It is acquiring its Certificate(s) and
         interest in the Trust Estate for its own account for investment and
         not with a view to any distribution (as such term is used in Section
         2(11) of the Securities Act) thereof, and if in the future it should
         decide to dispose of its interest in the Trust Estate, it understands
         that it may do so only in compliance with the Securities Act and the
         rules and regulations of the Securities and Exchange Commission
         thereunder and any applicable state securities laws.  Neither it nor
         anyone authorized to act on its behalf has taken or will take any
         action which would subject the issuance or sale of the Certificate(s)
         or any interest in the Property, the Trust Estate or the Lease to the
         registration requirements of Section 5 of the Securities Act.  No
         representation or warranty contained in this Section 7.1(i) shall
         include or cover any action or inaction of the Lessee or any Affiliate
         thereof whether or not purportedly on behalf of the Holders, the
         Borrower or any of their Affiliates.

         7.2.             Representations and Warranties of the Borrower.
Effective as of the Initial Closing Date, the Trust Company in its individual
capacity and as the Borrower, as indicated, represents and warrants to each of
the other parties hereto as follows, provided, that the representations in the
following paragraphs (h), (i), (j) and (k) are made solely in its capacity as
the Borrower:


                 (a)              It is a national banking association and is
         duly organized and validly existing and in good standing under the
         laws of the United States of America and has the power and authority
         to enter into and perform its obligations under the Trust Agreement
         and (assuming due authorization, execution and delivery of the Trust
         Agreement by the Holders) has the corporate and trust power and
         authority to act as the Owner Trustee and to enter into and perform
         the obligations under each of the other Operative Agreements to which
         the Trust Company or the Owner Trustee, as the case may be, is or will
         be a party and each other agreement, instrument and document to be
         executed and delivered by it on or before such Closing Date in
         connection with or as contemplated by each such Operative Agreement to
         which the Trust Company or the Owner Trustee, as the case may be, is
         or will be a party;





                                       22
<PAGE>   28
                 (b)              The execution, delivery and performance of
         each Operative Agreement to which it is or will be a party, either in
         its individual capacity or (assuming due authorization, execution and
         delivery of the Trust Agreement by the Holders) as the Owner Trustee,
         as the case may be, has been duly authorized by all necessary action
         on its part and neither the execution and delivery thereof, nor the
         consummation of the transactions contemplated thereby, nor compliance
         by it with any of the terms and provisions thereof (i) does or will
         require any approval or consent of any trustee or holders of any of
         its indebtedness or obligations, (ii) does or will contravene any
         Legal Requirement relating to its banking or trust powers, (iii) does
         or will contravene or result in any breach of or constitute any
         default under, or result in the creation of any Lien upon any of its
         property under, (A) its charter or by-laws, or (B) any indenture,
         mortgage, chattel mortgage, deed of trust, conditional sales contract,
         bank loan or credit agreement or other agreement or instrument to
         which it is a party or by which it or its properties may be bound or
         affected, which contravention, breach, default or Lien under clause
         (B) would materially and adversely affect its ability, in its
         individual capacity or as the Owner Trustee, to perform its
         obligations under the Operative Agreements to which it is a party or
         (iv) does or will require any Governmental Action by any Governmental
         Authority regulating its banking or trust powers;


                 (c)              The Trust Agreement and, assuming the Trust
         Agreement is the legal, valid and binding obligation of the Holders,
         each other Operative Agreement to which the Trust Company or the Owner
         Trustee, as the case may be, is or will be a party have been, or on or
         before such Closing Date will be, duly executed and delivered by the
         Trust Company or the Owner Trustee, as the case may be, and the Trust
         Agreement and each such other Operative Agreement to which the Trust
         Company or the Owner Trustee, as the case may be, is a party
         constitutes, or upon execution and delivery will constitute, a legal,
         valid and binding obligation enforceable against the Trust Company or
         the Owner Trustee, as the case may be, in accordance with the terms
         thereof;





                                       23
<PAGE>   29
                 (d)              There is no action or proceeding pending or,
         to its knowledge, threatened to which it is or will be a party, either
         in its individual capacity or as the Owner Trustee, before any
         Governmental Authority that, if adversely determined, would materially
         and adversely affect its ability, in its individual capacity or as the
         Owner Trustee, to perform its obligations under the Operative
         Agreements to which it is a party or would question the validity or
         enforceability of any of the Operative Agreements to which it is or
         will become a party;


                 (e)              It has not assigned or transferred any of its
         right, title or interest in or under the Lease or the Agency Agreement
         except in accordance with the Operative Agreements;


                 (f)              No Default or Event of Default under the
         Operative Agreements attributable to it has occurred and is
         continuing;


                 (g)              Except as otherwise contemplated in the
         Operative Agreements, the proceeds of the Loans and Holder Advances
         shall not be applied by the Owner Trustee for any purpose other than
         the payment of Transaction Expenses and the fees, expenses and other
         disbursements referenced in Sections 9.1 (a) and (b) of this
         Agreement, the purchase of the Land, the acquisition, installation and
         testing of the Equipment, the construction of Improvements and the
         payment of interest on the Loans and the payment of the Holder Yield
         on the Holder Advances, in each case to the extent accrued under the
         Credit Agreement or Trust Agreement (as the case may be) during the
         period prior to the Basic Term Commencement Date with respect to the
         Property;


                 (h)              Neither the Owner Trustee nor any Person
         authorized by the Owner Trustee to act on its behalf has offered or
         sold any interest in the Trust Estate or the Notes, or in any similar
         security relating to the Property, or in any security the offering of
         which for the purposes of the Securities Act would be deemed to be
         part of the same offering as the offering of the aforementioned
         securities to, or solicited any offer to acquire any of the same from,
         any Person other than, in the case of the Notes, the Agent, and
         neither the Owner Trustee nor any Person authorized by





                                       24
<PAGE>   30
         the Owner Trustee to act on its behalf will take any action which
         would subject, as a direct result of such action alone, the issuance
         or sale of any interest in the Trust Estate or the Notes to the
         provisions of Section 5 of the Securities Act or require the
         qualification of any Operative Agreement under the Trust Indenture Act
         of 1939, as amended;


                 (i)              The Owner Trustee's chief place of business,
         chief executive office and office where the documents, accounts and
         records relating to the transactions contemplated by this Agreement
         and each other Operative Agreement are kept are located at 79 South
         Main Street, Salt Lake City, Utah 84111;


                 (j)              The Owner Trustee is not engaged principally
         in, and does not have as one (1) of its important activities, the
         business of extending credit for the purpose of purchasing or carrying
         any margin stock (within the meaning of Regulation U of the Board of
         Governors of the Federal Reserve System of the United States), and no
         part of the proceeds of the Loans or the Holder Advances will be used
         by it to purchase or carry any margin stock or to extend credit to
         others for the purpose of purchasing or carrying any such margin stock
         or for any purpose that violates, or is inconsistent with, the
         provisions of Regulations G, T, U, or X of the Board of Governors of
         the Federal Reserve System of the United States; and


                 (k)              The Owner Trustee is not an "investment
         company" or a company controlled by an "investment company" within the
         meaning of the Investment Company Act.

         7.3.             Representations and Warranties of the Construction
Agent and the Lessee.  Effective as of the Initial Closing Date the
Construction Agent and the Lessee represent and warrant to each of the other
parties hereto that:


                 (a)              The Incorporated Representations and
         Warranties are true and correct and the Lessee has delivered to each
         of the Lenders and Holders the financial statements and other reports
         referred to in the Lessee Credit Agreement;





                                       25
<PAGE>   31
                 (b)              The execution and delivery by each of the
         Construction Agent and the Lessee of this Agreement and the other
         Operative Agreements and the performance by each of the Construction
         Agent and the Lessee of its respective obligations under this
         Agreement and the other Operative Agreements are within the corporate
         powers of each of the Construction Agent and the Lessee, have been
         duly authorized by all necessary corporate action on the part of each
         of the Construction Agent and the Lessee (including without limitation
         any necessary shareholder action), have received all necessary
         governmental approval, and do not and will not (i) violate any
         material Legal Requirement which is binding on the Construction Agent,
         the Lessee or any of their Subsidiaries, (ii) contravene or conflict
         with, or result in a breach of, any provision of the Certificate of
         Incorporation, By-Laws or other organizational documents of any of the
         Construction Agent, the Lessee or any of their Subsidiaries or of any
         agreement, indenture, instrument or other document which is binding on
         any of the Construction Agent, the Lessee or any of their Subsidiaries
         or (iii) result in, or require, the creation or imposition of any Lien
         (other than pursuant to the terms of the Operative Agreements) on any
         asset of any of the Construction Agent, the Lessee or any of their
         Subsidiaries;


                 (c)              This Agreement is, and upon the execution and
         delivery thereof the other Operative Agreements will be, the legal,
         valid and binding obligation of each of the Construction Agent and the
         Lessee, enforceable against each of the Construction Agent and the
         Lessee in accordance with their terms.  The Construction Agent and the
         Lessee have each executed the various Operative Agreements to which
         either of them is a party and required to be executed as of the
         Initial Closing Date;


                 (d)              Except as described in Exhibit I, there are
         no material actions, suits or proceedings pending or to our knowledge,
         threatened against the Lessee in any court or before any Governmental
         Authority, that concern the Property or the Lessee's interest therein
         or that question the validity or enforceability of any Operative
         Agreement to which the Lessee is a party or the overall transaction





                                       26
<PAGE>   32
         described in the Operative Agreements to which the Lessee is a party;


                 (e)              No Governmental Action by any Governmental
         Authority or authorization, registration, consent, approval, waiver,
         notice or other action by, to or of any other Person is required to
         authorize or is required in connection with (i) the execution,
         delivery or performance by the Construction Agent or the Lessee of any
         Operative Agreement, (ii) the legality, validity, binding effect or
         enforceability with respect to the Construction Agent or the Lessee of
         any Operative Agreement to which either such Person is a party or
         (iii) the acquisition, ownership, construction or operation of the
         Property by the Lessee or the Construction Agent, in each case, except
         those which have been obtained;


                 (f)              Upon the execution and delivery of the Lease,
         (i) the Lessee will have unconditionally accepted the Property
         described in the Lease and will have a valid and subsisting leasehold
         interest in the Property, subject only to the Permitted Exceptions,
         and (ii) no offset will exist with respect to any Rent or other sums
         payable under the Lease;


                 (g)              Except as otherwise contemplated by the
         Operative Agreements, the Construction Agent shall not use the
         proceeds of any Holder Advance or Loan for any purpose other than the
         purchase of the Land, the acquisition and installation of the
         Equipment, the payment of the Transaction Expenses, fees, expenses and
         other disbursements payable by the Lessor under Sections 9.1(a) and
         (b), the construction of Improvements and the testing thereof and the
         payment of interest on the Loans and Holder Yield on the Holder
         Advances, in each case which accrue prior to the Basic Term
         Commencement Date with respect to the Property;


                 (h)              All information heretofore or
         contemporaneously herewith furnished by either the Construction Agent
         or the Lessee or any of their Subsidiaries to the Agent, the Owner
         Trustee, any Lender or any Holder for purposes of or in connection
         with this Agreement and the transactions contemplated hereby is, and
         all information hereafter furnished by or at the direction of the
         Construction Agent,





                                       27
<PAGE>   33
         the Lessee or any of their Subsidiaries to the Agent, the Owner
         Trustee, any Lender or any Holder pursuant hereto or in connection
         herewith will be, true and accurate in every material respect on the
         date as of which such information is dated or certified, and such
         information, taken as a whole, does not and will not omit to state any
         material fact necessary to make such information, taken as a whole,
         not misleading; and

                 7.(gggg)         The chief place of business, chief executive
         office and office of the Construction Agent and the Lessee where the
         documents, accounts and records relating to the transactions
         contemplated by this Agreement and each other Operative Agreement are
         kept are located at 8180 Greensboro Drive, McLean, Virginia 22102.

         7.4.             Representations and Warranties of the Agent.
Effective as of the Initial Closing Date, the Agent represents and warrants to
each of the other parties hereto that:


                 (a)              It is a national banking association duly
         organized and validly existing under the laws of the United States of
         America and has the full power and authority to enter into and perform
         its obligations under this Agreement and each other Operative
         Agreement to which it is or will be a party;


                 (b)              This Agreement and each other Operative
         Agreement to which it is a party have been, or when executed and
         delivered will be, duly authorized by all necessary corporate action
         on the part of the Agent and have been, or on such Closing Date will
         have been, duly executed and delivered by the Agent and, assuming the
         due authorization, execution and delivery hereof and thereof by the
         other parties hereto and thereto, are, or upon execution and delivery
         thereof will be, legal, valid and binding obligations of the Agent,
         enforceable against it in accordance with their respective terms;


                 (c)              The execution, delivery and performance by
         the Agent of this Agreement and each other Operative Agreement to
         which it is or will be a party do not, and will not





                                       28
<PAGE>   34
         contravene the articles of association or by-laws or other charter
         documents of the Agent or any applicable Law of the State of or of the
         United States of America governing its activities and will not
         contravene any provision of, or constitute a default under any
         indenture, mortgage, contract or other instrument of which it is a
         party or by which it or its properties are bound, or require any
         consent or approval of any Governmental Authority under any applicable
         law, rule or regulation of the State of North Carolina or any federal
         law, rule or regulation of the United States of America governing its
         activities; and


                 (d)              Except as otherwise contemplated by the
         Operative Agreements, the Agent shall not, nor shall it direct the
         Lessor to, use the proceeds of any Loan for any purpose other than the
         purchase of the Land, the acquisition, installation and testing of
         Equipment, the payment of the Transaction Expenses, the construction
         and testing of Improvements and the payment of interest on the Loans
         during the period prior to the Basic Term Commencement Date with
         respect to the Property.


         8.               REPRESENTATIONS AND WARRANTIES ON FUNDING DATES.

         8.1.             Representations and Warranties on the Land Closing
Date.  The Construction Agent and the Lessee hereby represent and warrant as of
the Land Closing Date (and on each Land Closing Date in the event the Land is
purchased in multiple transactions) as follows (which representations and
warranties shall continue until satisfaction of all obligations of the Lessee
and the Construction Agent under the Operative Agreements):


                 (a)              The representations and warranties of the
         Construction Agent and the Lessee set forth in the Operative
         Agreements are true and correct in all material respects on and as of
         the Land Closing Date as if made on and as of such date.  The
         Construction Agent and the Lessee are in all material respects in
         compliance with their respective obligations under the Operative
         Agreements and there exists no Default or Event of Default under any
         of the Operative Agreements which is continuing and which has not been
         cured within any cure period expressly granted under the terms of





                                       29
<PAGE>   35
         the applicable Operative Agreement.  No Default or Event of Default
         will occur under any of the Operative Agreements as a result of, or
         after giving effect to, the Advance requested by the Requisition on
         such Land Closing Date;


                 (b)              The Land or portion thereof to be acquired is
         being acquired at a price that is not in excess of fair market value
         and such Land or portion thereof consists of (i) unimproved Land, or
         (ii) Land and existing Improvements thereon which Improvements are
         either suitable for occupancy at the time of acquisition or will be
         renovated and/or modified in accordance with the terms of this
         Agreement and (iii) is located at the location set forth on the
         applicable Requisition;


                 (c)              Upon the acquisition of the Land or portion
         thereof on the Land Closing Date, and at all times thereafter, the
         Lessor will have good and marketable fee simple title to such Land,
         subject only to Permitted Liens;


                 (d)              The execution and delivery of each Operative
         Agreement to which the Construction Agent and/or the Lessee are or is
         a party on the Land Closing Date and the performance of the
         obligations of the Construction Agent and the Lessee under each
         Operative Agreement have been duly authorized by all requisite
         corporate action of the Construction Agent or the Lessee, as
         applicable;


                 (e)              Each Operative Agreement to which the
         Construction Agent and/or the Lessee are or is a party on the Land
         Closing Date  has been duly executed and delivered by the Construction
         Agent and/or the Lessee;


                 (f)              Each Operative Agreement to which the
         Construction Agent and/or the Lessee are or is a party is a legal,
         valid and binding obligation of the Construction Agent or the Lessee,
         as applicable, enforceable against the Construction Agent or the
         Lessee, as applicable, in accordance with its respective terms;


                 (g)              No portion of any Land being acquired by the
         Lessor on the Land Closing Date is located in an area





                                       30
<PAGE>   36
         identified as a special flood hazard area by the Federal Emergency
         Management Agency or other applicable agency, or if any such Property
         or portion thereof is located in an area identified as a special flood
         hazard area by the Federal Emergency Management Agency or other
         applicable agency, then flood insurance has been obtained for the
         Property in accordance with Section 14.2(b) of the Lease and in
         accordance with the National Flood Insurance Act of 1968, as amended;


                 (h)              The Construction Agent has obtained insurance
         coverage for the Land or portion thereof being acquired by the Lessor
         on such Land Closing Date which meet the requirements of the Lease and
         all of such coverage is in full force and effect;


                 (i)              The Land or portion thereof being acquired by
         the Lessor on such Land Closing Date complies with all Legal
         Requirements as of such date (including without limitation all zoning
         and land use laws and, subject to such matters as are disclosed in the
         Environmental Audit, Environmental Laws), except to the extent that
         failure to comply therewith would not, individually or in the
         aggregate, have a Material Adverse Effect;


                 (j)              All utility services and facilities necessary
         for the construction and operation of the Improvements and the
         installation and operation of the Equipment existing on, or to be
         constructed after, such Land Closing Date (including without
         limitation gas, electrical, water and sewage services and facilities)
         are available at the Land upon which such Improvements exist or will
         be constructed prior to the Completion Date for the Property;


                 (k)              (1)              The Security Documents
         create, as security for the Obligations (as such term is defined in
         the Security Agreement), valid and enforceable security interests in,
         and Liens on, all of the Collateral, in favor of the Agent, for the
         ratable benefit of the Lenders and the Holders, as their respective
         interests appear in the Operative Agreements, and such security
         interests and Liens are junior to or subordinate to no other Liens
         other than the Permitted





                                       31
<PAGE>   37
         Exceptions.  To the extent that the Liens on the portion of the
         Collateral comprised of real property can be perfected by recordation
         in the real estate recording office in the Commonwealth of Virginia
         identified by the Construction Agent or the Lessee, upon recordation
         of the Mortgage Instrument in such real estate recording office, the
         Lien created by the Mortgage Instrument shall be a perfected first
         priority mortgage Lien on such real property in favor of the Agent,
         for the ratable benefit of the Lenders and the Holders, as their
         respective interests appear in the Operative Agreements subject only
         to the Permitted Exceptions.  To the extent that the security
         interests in the portion of the Collateral comprised of personal
         property can be perfected by filing in the filing offices in the
         Commonwealth of Virginia identified by the Construction Agent or the
         Lessee, upon filing of the Lender Financing Statements in such filing
         offices, the security interests created by the Security Agreement
         shall be perfected first priority security interests in such personal
         property in favor of the Agent, for the ratable benefit of the Lenders
         and the Holders, as their respective interests appear in the Operative
         Agreements; and

                                  (2)              To the extent that the Lien
         created by the Lease on the portion of the Property comprised of real
         property can be perfected by recordation in the real estate recording
         office in the Commonwealth of Virginia identified by the Construction
         Agent or the Lessee, upon recordation of the memorandum of the Lease
         Agreement in such real estate recording office, the Lien created by
         the Lease Agreement shall be a perfected first priority mortgage Lien
         on such real property in favor of the Agent, for the ratable benefit
         of the Lenders and the Holders, as their respective interests appear
         in the Operative Agreements subject only to the Permitted Exceptions.
         To the extent that the security interests in the portion of the
         Property comprised of personal property can be perfected by the filing
         in the filing offices in the Commonwealth of Virginia or elsewhere
         identified by the Construction Agent or the Lessee upon filing of the
         Lessor Financing Statements in such filing offices, a security
         interest created by the Lease Agreement shall be perfected first
         priority security interest in such personal property in favor of the
         Lessor, which rights





                                       32
<PAGE>   38
         pursuant to the Lessor Financing Statements are assigned to the Agent,
         for the ratable benefit of the Lenders and the Holders, as their
         respective interests appear in the Operative Agreements; and

                 (l)              All necessary (or in the reasonable opinion
         of the Agent, the Holders, the Lessor or any of their respective
         counsel, advisable) Governmental Action, in each case required by any
         Law enacted, imposed or adopted on or prior to the date thereof or by
         any change in facts or circumstances on or prior to the date thereof,
         shall have been obtained or made and be in full force and effect.

         8.2.             Representations and Warranties Upon Initial
Construction Advance.  The Construction Agent and the Lessee hereby represent
and warrant as of the date on which the Initial Construction Advance is made as
follows:


                 (a)              The representations and warranties of the
         Construction Agent and the Lessee set forth in the Operative
         Agreements are true and correct in all material respects on and as of
         the date of the Initial Construction Advance as if made on and as of
         such date.  The Construction Agent and the Lessee are in all material
         respects in compliance with their respective obligations under the
         Operative Agreements and there exists no Default or Event of Default
         under any of the Operative Agreements.  No Default or Event of Default
         will occur under any of the Operative Agreements as a result of, or
         after giving effect to, the Advance requested by the Requisition on
         such date;


                 (b)              The Lessor has good and marketable fee simple
         title to the Property, subject only to Permitted Liens;


                 (c)              [INTENTIONALLY OMITTED]


                 (d)              All consents, licenses, permits,
         authorizations, assignments and building permits required as of the
         date on which such Advance is made by all material Legal Requirements
         or pursuant to the terms of any contract, indenture, instrument or
         agreement for the acquisition, ownership, construction, completion,
         occupancy, operation, leasing or





                                       33
<PAGE>   39
         subleasing of the Property with respect to which an Advance is being
         made have been obtained and are in full force and effect, except to
         the extent that the failure to so obtain would not reasonably be
         expected to, individually or in the aggregate, have a Material Adverse
         Effect;


                 (e)              The Construction Agent has obtained insurance
         covering the Property which meets the requirements of Section 2.6 of
         the Agency Agreement before commencing construction, repairs or
         modifications, as the case may be, and such coverage is in full force
         and effect;


                 (f)              The Improvements which are the subject of the
         Advance, as improved in accordance with the Plans and Specifications,
         will comply as of the applicable Completion Date with all material
         Legal Requirements and Insurance Requirements (including without
         limitation all zoning and land use laws and (except to the extent
         disclosed in the Environmental Audit) Environmental Laws), except to
         the extent the failure to comply therewith would not, individually or
         in the aggregate, have a Material Adverse Effect.  The Plans and
         Specifications have been or will be prepared in all material respects
         in accordance with all applicable Legal Requirements (including
         without limitation all applicable (except to the extent disclosed in
         the Environmental Audit) Environmental Laws and building, planning,
         zoning and fire codes), except to the extent the failure to comply
         therewith would not, individually or in the aggregate, have a Material
         Adverse Effect, and upon completion of such Improvements in accordance
         with the Plans and Specifications, such Improvements will not encroach
         in any manner onto any adjoining land (except as permitted by express
         written easements), such Improvements shall not be subject to any Lien
         except Permitted Liens and such Improvements and the use thereof by
         the Lessee and its agents, assignees, employees, invitees, lessees,
         licensees and tenants will comply as of the applicable Completion Date
         in all respects with all applicable Legal Requirements (including
         without limitation all applicable Environmental Laws and building,
         planning, zoning and fire codes), except to the extent the failure to
         comply therewith would not, individually or in the aggregate, have a
         Material Adverse





                                       34
<PAGE>   40
         Effect.  Upon completion of such Improvements in accordance with the
         Plans and Specifications, (i) there will be no material defects to
         such Improvements including without limitation the plumbing, heating,
         air conditioning and electrical systems thereof and (ii) all water,
         sewer, electric, gas, telephone and drainage facilities and all other
         utilities required to adequately service such Improvements for their
         intended use will be available pursuant to adequate permits (including
         without limitation any that may be required under applicable
         Environmental Laws), except to the extent that failure to obtain any
         such permit would not, individually or in the aggregate, have a
         Material Adverse Effect.  There is no action, suit or proceeding
         (including without limitation any proceeding in condemnation or
         eminent domain or under any Environmental Law) pending or, to the best
         knowledge of the Lessee or the Construction Agent, overtly threatened
         which adversely affects the title to, or the use, operation or value
         of, the Property.  No fire or other casualty with respect to the
         Property has occurred which fire or other casualty has had a Material
         Adverse Effect.  All utilities serving the Property, or proposed to
         serve the Property in accordance with the Plans and Specifications,
         are located in (and in the future will be located in) and vehicular
         access to such Improvements is provided by (or will be provided by),
         either public rights-of-way abutting the Property or Appurtenant
         Rights. All licenses, approvals, authorizations, consents, permits
         (including without limitation building, demolition and environmental
         permits, licenses, approvals, authorizations and consents), easements
         and rights-of-way, including without limitation proof of dedication,
         required for (i) the use, treatment, storage, transport, disposal or
         disposition of any Hazardous Substance on, at, under or from the real
         property underlying such Improvements during the construction of such
         Improvements and the use and operation of such Improvements following
         such construction, (ii) the construction of such Improvements in
         accordance with the Plans and Specifications and the Agency Agreement
         and (iii) the use and operation of such Improvements following such
         construction with the applicable Equipment which such Improvements
         support for the purposes for which they were intended, except to the
         extent that failure to obtain any such permit would not,





                                       35
<PAGE>   41
         individually or in the aggregate, have a Material Adverse Effect, have
         either been obtained from the appropriate Governmental Authorities
         having jurisdiction or from private parties, as the case may be, or
         will be obtained from the appropriate Governmental Authorities having
         jurisdiction or from private parties, as the case may be, prior to
         commencing any such installation and construction or use and
         operation, as applicable; and


                 (g)              All conditions precedent contained in this
         Agreement and in the other Operative Agreements relating to the
         initial Advance to the Construction Agent of funds have been
         substantially satisfied.

         8.3.             Representations and Warranties Upon the Date of Each
Construction Advance That Is Not the Initial Advance.  The Construction Agent
and the Lessee hereby represent and warrant as of each date on which a
Construction Advance is made, when such Advance is not the Initial Construction
Advance, as follows:


                 (a)              The representations and warranties of the
         Construction Agent and the Lessee set forth in the Operative
         Agreements (including without limitation the representations and
         warranties set forth in Section 8.2) are true and correct in all
         material respects on and as of the date of such Construction Advance
         as if made on and as of such date.  The Construction Agent and the
         Lessee are in all material respects in compliance with their
         respective obligations under the Operative Agreements and there exists
         no Default or Event of Default under any of the Operative Agreements
         which is continuing and which has not been cured within any cure
         period expressly granted under the terms of the applicable Operative
         Agreement.  No Default or Event of Default will occur under any of the
         Operative Agreements as a result of, or after giving effect to, the
         Advance requested by the Requisition on such date;


                 (b)              Acquisition, installation and testing of the
         Equipment and construction of the Improvements to date has been
         performed in a good and workmanlike manner, substantially in
         accordance with the Plans and Specifications and in compliance with
         all Insurance Requirements and





                                       36
<PAGE>   42
         material Legal Requirements, except to the extent noncompliance with
         any Legal Requirements would not, individually or in the aggregate,
         have a Material Adverse Effect;


                 (c)              All consents, licenses, permits,
         authorizations, assignments and building permits required as of the
         date on which such Advance is made by all material Legal Requirements
         or pursuant to the terms of any contract, indenture, instrument or
         agreement for the acquisition, installation, testing, ownership,
         construction, completion, occupancy, operation, leasing or subleasing
         of the Property have been obtained and are in full force and effect
         except to the extent the failure to so obtain would not, individually
         or in the aggregate, reasonably be expected to have a Material Adverse
         Effect;


                 (d)              When completed, the Equipment and the
         Improvements shall be wholly within any building restriction lines and
         otherwise in compliance with all Insurance Requirements and applicable
         Legal Requirements (unless consented to by applicable Government
         Authorities or to the extent the failure to comply therewith would
         not, individually or in the aggregate, have a Material Adverse
         Effect), however established; and


                 (e)              The Advance is secured by the Liens of the
         Security Agreement and the Mortgage Instruments, and there have been
         no Liens against the applicable Equipment or the Improvements or any
         other portion of the Property since the filing of the UCC Financing
         Statements and such Mortgage Instruments other than Permitted Liens.

         The Construction Agent and the Lessee further acknowledge that upon
the acceptance and use of the funds by the Construction Agent or the Lessee, as
the case may be, on behalf of the Lessor that all such representations and
warranties remain true and correct on the date of such Advance and that all
consents and approvals have been obtained prior to the date of such Advance.

         9.               PAYMENT OF CERTAIN EXPENSES.





                                       37
<PAGE>   43
         9.1.             Transaction Expenses.  (a)        The Lessor agrees
on the Initial Closing Date, to pay, or cause to be paid, all Transaction
Expenses arising from the Initial Closing Date, including without limitation
all reasonable fees, expenses and disbursements of the various legal counsels
for the Lessor and the Agent in connection with the transactions contemplated
by the Operative Agreements and incurred in connection with such Initial
Closing Date, all fees, taxes and expenses for the recording, registration and
filing of documents and all other reasonable fees, expenses and disbursements
incurred in connection with such Initial Closing Date; provided, however, the
Lessor shall pay such amounts described in this Section 9.1(a) only if (i) such
amounts are properly described in a Requisition delivered on or before the
Initial Closing Date, and (ii) funds are made available by the Lenders and the
Holders in connection with such Requisition in an amount sufficient to allow
such payment.  On the Initial Closing Date after delivery and receipt of the
Requisition referenced in Section 4.2(a) hereof and satisfaction of the other
conditions precedent for such date, the Holders shall make Holder Advances and
the Lenders shall make Loans to the Lessor to pay for the Transaction Expenses,
fees, expenses and other disbursements referenced in this Section 9.1(a). The
Lessee agrees to timely pay all amounts referred to in this Section 9.1(a) to
the extent not paid by the Lessor.

         (a)              Assuming no Default or Event of Default shall have
occurred and be continuing and only for the period prior to the Basic Term
Commencement Date, the Lessor agrees on the Land Closing Date, on the date of
any Construction Advance and on the Completion Date to pay, or cause to be
paid, all Transaction Expenses including without limitation all reasonable
fees, expenses and disbursements of the various legal counsels for the Lessor
and the Agent in connection with the transactions contemplated by the Operative
Agreements and billed in connection with such Advance or such Completion Date,
all fees, expenses and disbursements incurred with respect to the various items
referenced in Sections 5.3, 5.4, 5.5 and/or 5.6 (including without limitation
any premiums for title insurance policies and charges for any updates to such
policies) and all other reasonable fees, expenses and disbursements in
connection with such Advance or such Completion Date including without
limitation all expenses relating to and all fees, taxes and expenses for the
recording,





                                       38
<PAGE>   44
registration and filing of documents and during the Commitment Period, all
fees, expenses and costs referenced in Sections 9.3(i) or (ii) and all fees
referenced in Sections 9.3, 9.4, or 9.6; provided, however, the Lessor shall
pay such amounts described in this Section 9.1(b) only if (i) such amounts are
properly described in a Requisition delivered on the applicable date and (ii)
funds are made available by the Lenders and the Holders in connection with such
Requisition in an amount sufficient to allow such payment.  On the Land Closing
Date, on the date of any Construction Advance or any Completion Date, after
delivery of the applicable Requisition and satisfaction of the other conditions
precedent for such date, the Holders shall make a Holder Advance and the
Lenders shall make Loans to the Lessor to pay for the Transaction Expenses,
fees, expenses and other disbursements referenced in this Section 9.1(b).  The
Lessee agrees to timely pay all amounts referred to in this Section 9.1(b) to
the extent not paid by the Lessor.

         9.2.             Brokers' Fees and Stamp Taxes.  The Lessee agrees to
pay or cause to be paid any brokers, fees and any and all stamp, transfer,
general intangible and other similar taxes, fees and excises, if any, including
without limitation any interest and penalties, which are payable in connection
with the transactions contemplated by this Agreement and the other Operative
Agreements.

         9.3.             Certain Fees and Expenses.  The Lessee agrees to pay
or cause to be paid (i) the Advisory Fee payable by Lessee to the Agent; (i)
the initial and annual Owner Trustee's fee and all reasonable expenses of the
Owner Trustee and any co-trustees (including without limitation reasonable
counsel fees and expenses) or any successor owner trustee, for acting as the
owner trustee under the Trust Agreement, (iii) all reasonable costs and
expenses incurred by the Construction Agent, the Lessee, the Agent, the
Lenders, the Holders or the Lessor in entering into the Lease, any Lease
Supplement and any future amendments or supplements with respect to any of the
Operative Agreements, whether or not such Lease Supplement, amendments or
supplements are ultimately entered into, or giving or withholding of waivers of
consents hereto or thereto, which have been requested by the Lessor, the
Holders, the Construction Agent, the Lessee, or the Agent, (iv) all reasonable
costs and expenses incurred by the Lessor, the Holders, the Lenders or the
Agent in connection with





                                       39
<PAGE>   45
any exercise of remedies under any Operative Agreement or any purchase of the
Property by the Lessee pursuant to Article XX of the Lease and (v) all
reasonable costs and expenses incurred by the Construction Agent, the Lessee,
the Agent, the Lenders, the Holders or the Lessor in connection with any
transfer or conveyance of the Property, whether or not such transfer or
conveyance is ultimately accomplished.

         9.4.             Unused Fee.  During the Commitment Period, the Lessee
agrees to pay to the Agent for the account of (a) the Lenders, respectively, an
unused fee (the "Lender Unused Fee") computed at a rate per annum equal to
one-quarter of one percent (0.25%) multiplied by the Available Commitment of
each Lender during the Commitment Period and (b) the Holders, respectively, an
unused fee (the "Holder Unused Fee") computed at a rate per annum equal to
one-quarter of one percent (0.25%) multiplied by the then current unfunded
portion of the Holder Commitment of each Holder during the Commitment Period.
Such Unused Fees shall be calculated on the basis of a year of three hundred
sixty (360) days from the actual days elapsed and shall be payable monthly in
arrears on each Unused Fee Payment Date.  If all or a portion of any such
Unused Fee shall not be paid when due, such overdue amount shall bear interest,
payable by the Lessee on demand, at a rate per annum equal to the ABR plus two
percent (2%) from the date of such non-payment until such amount is paid in
full (as well as before judgment).

         9.5.     INTENTIONALLY OMITTED.

         9.6.             Administrative Fee.  During the Commitment Period,
the Lessee agrees to pay the Agent for its own account an administrative fee in
the amount of $20,000 per annum (the "Administrative Fee").  Such
Administrative Fee shall be payable annually in advance on the Initial Closing
Date and on each anniversary thereof and shall be prorated for a partial year.
If all or a portion of any such Administrative Fee shall not be paid when due,
such overdue amount shall bear interest, payable by the Lessee on demand, at a
rate per annum equal to the ABR plus two percent (2%) from the date of such
non-payment until such amount is paid in full (as well as before judgment).

         10.              OTHER COVENANTS AND AGREEMENTS.





                                       40
<PAGE>   46
         10.1.            Cooperation with the Construction Agent or the
Lessee.  The Holders, the Lessor (at the direction of the Holders) and the
Agent shall, to the extent reasonably requested by the Construction Agent or
the Lessee (but without assuming additional liabilities on account thereof), at
the Construction Agent's or the Lessee's expense cooperate with the
Construction Agent or the Lessee in connection with its covenants contained
herein including without limitation at any time and from time to time, upon the
request of the Construction Agent or the Lessee to promptly and duly execute
and deliver any and all such further instruments, documents and financing
statements (and continuation statements related thereto) as the Construction
Agent or the Lessee may reasonably request in order to perform such covenants.

         10.2.            Covenants of the Owner Trustee and the Holders. Each
of the Owner Trustee and the Holders hereby agrees that so long as this
Agreement is in effect:


                 (a)              Each of the Owner Trustee (both in its trust
         capacity and in its individual capacity) and the Holders will not
         create or permit to exist at any time, and will, at its own cost and
         expense, promptly take such action as may be necessary duly to
         discharge, or to cause to be discharged, all Lessor Liens on the
         Property attributable to it; provided, however, that the Owner Trustee
         and the Holders shall not be required to so discharge any such Lessor
         Lien while the same is being contested in good faith by appropriate
         proceedings diligently prosecuted so long as such proceedings shall
         not involve any material danger of impairment of the Liens of the
         Security Documents or of the sale, forfeiture or loss of, and shall
         not interfere with the use or disposition of, any Property or title
         thereto or any interest therein or the payment of Rent;


                 (b)              Without prejudice to any right under the
         Trust Agreement of the Owner Trustee to resign (subject to requirement
         set forth in the Trust Agreement that such resignation shall not be
         effective until a successor, shall have agreed to accept such
         appointment), or the Holders rights under the Trust Agreement to
         remove the institution acting as the Owner Trustee (after consent to
         such removal by





                                       41
<PAGE>   47
         the Agent as provided in the Trust Agreement), each of the Owner
         Trustee and the Holders hereby agrees with the Lessee and the Agent
         (i) not to terminate or revoke the trust created by the Trust
         Agreement except as permitted by Article VIII of the Trust Agreement,
         (ii) not to amend, supplement, terminate or revoke or otherwise modify
         any provision of the Trust Agreement in such a manner as to adversely
         affect the rights of any such party without the prior written consent
         of such party and (iii) to comply with all of the terms of the Trust
         Agreement, the nonperformance of which would adversely affect such
         party;


                 (c)              The Owner Trustee or any successor may resign
         or be removed by the Holders as the Owner Trustee, a successor Owner
         Trustee may be appointed and a corporation may become the Owner
         Trustee under the Trust Agreement, only in accordance with the
         provisions of Article IX of the Trust Agreement and, with respect to
         such appointment, with the consent of the Lessee, which consent shall
         not be unreasonably withheld or delayed;


                 (d)              The Owner Trustee, in its capacity as the
         Owner Trustee under the Trust Agreement, and not in its individual
         capacity, shall not contract for, create, incur or assume any
         Indebtedness, or enter into any business or other activity, other than
         pursuant to or under the Operative Agreements;


                 (e)              The Holders will not instruct the Owner
         Trustee to take any action in violation of the terms of any Operative
         Agreement;


                 (f)              Neither any Holder nor the Owner Trustee
         shall (i) commence any case, proceeding or other action with respect
         to the Owner Trustee under any existing or future law of any
         jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
         reorganization, arrangement, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (ii)
         seek appointment of a receiver, trustee, custodian or other similar
         official with respect to the Owner Trustee or for all or any
         substantial benefit of the creditors of the Owner Trustee; and neither
         any Holder nor the Owner Trustee shall take any action in





                                       42
<PAGE>   48
         furtherance of, or indicating its consent to, approval of, or
         acquiescence in, any of the acts set forth in this paragraph;

                 (g)              The Owner Trustee shall give prompt notice to
         the Lessee, the Holders and the Agent if the Owner Trustee's chief
         place of business or chief executive office, or the office where the
         records concerning the accounts or contract rights relating to any
         Property are kept, shall cease to be located at 79 South Main Street,
         Salt Lake City, Utah 84111, or if it shall change its name;


                 (h)              Provided that no Lease Default or Lease Event
         of Default has occurred and is continuing, neither the Owner Trustee
         nor any Holder shall, without the prior written consent of the Lessee,
         consent to or permit any amendment, supplement or other modification
         of the terms and provisions of the Credit Agreement or the Notes;


                 (i)              Neither the Owner Trustee nor any Holder
         shall consent to or permit any amendment, supplement or other
         modification of the terms and provisions of any Operative Agreement,
         in each case without the prior written consent of the Agent, subject
         to the approval of the Majority Lenders, except as described in
         Section 10.5 of this Agreement;


                 (j)              The Owner Trustee (i) shall take such actions
         and shall refrain from taking such actions with respect to the
         Operative Agreements and/or relating to the Property and shall grant
         such approvals and otherwise act or refrain from acting with respect
         to the Operative Agreements and/or relating to the Property in each
         case as directed in writing by the Agent or, in connection with
         Section 10.5 hereof, the Lessee, notwithstanding any contrary
         instruction or absence of instruction by any Holder or Holders; and
         (ii) shall not take any action, grant any approvals or otherwise act
         under or with respect to the Operative Agreements and/or any matters
         relating to the Property without first obtaining the prior written
         consent of the Agent (and without regard to any contrary instruction
         or absence of instruction by any Holder); provided, however, that
         notwithstanding the foregoing provisions of this subparagraph (j) the
         Owner Trustee, the Agent and the Holders each acknowledge, covenant





                                       43
<PAGE>   49
         and agree that, with respect to all matters under the Operative
         Agreements that require the consent and/or concurrence of all of the
         Lenders pursuant to the terms of Section 9.1 of the Credit Agreement
         (the "Unanimous Vote Matters"), neither the Owner Trustee nor the
         Agent shall act or refrain from acting with respect to any Unanimous
         Vote Matter until such party has received the approval of each Lender
         and each Holder with respect thereto; and

                 (k)              The Owner Trustee and the Holders shall at
         all times maintain the character of the Holder Advances as evidenced
         by the Certificates and as provided in Section 6.9 of the Trust
         Agreement.

         10.3.            The Lessee Covenants, Consent and Acknowledgment.


                 (a)              The Lessee acknowledges and agrees that the
         Owner Trustee, pursuant to the terms and conditions of the Security
         Agreement and the Mortgage Instruments, shall create Liens respecting
         the various personal property, fixtures and real property described
         therein in favor of the Agent.  The Lessee hereby irrevocably consents
         to the creation, perfection and maintenance of such Liens.  Each of
         the Construction Agent and the Lessee shall, to the extent reasonably
         requested by any of the other parties hereto, cooperate with the other
         parties in connection with their covenants herein or in the other
         Operative Agreements and shall from time to time duly execute and
         deliver any and all such future instruments, documents and financing
         statements (and continuation statements related thereto) as any other
         party hereto may reasonably request.


                 (b)              The Lessor hereby instructs the Lessee, and
         the Lessee hereby acknowledges and agrees, that until such time as the
         Loans are paid in full and the Liens evidenced by the Security
         Agreement and the Mortgage Instruments have been released (i) any and
         all Rent (excluding Excepted Payments which shall be payable to each
         Holder as appropriate) and any and all other amounts of any kind or
         type under any of the Operative Agreements due and owing or payable to
         the Lessor or the Owner Trustee shall instead be paid directly to the
         Agent (excluding Excepted Payments which shall be payable to





                                       44
<PAGE>   50
         each Holder as appropriate) or as the Agent may direct from time to
         time for allocation and distribution in accordance with the procedures
         set forth in Section 10.7 hereof and (ii) the Lessee shall cause all
         notices, certificates, financial statements, communications and other
         information which is delivered, or is required to be delivered, to the
         Lessor, to also to be delivered at the same time to the Agent and each
         Holder.


                 (c)              The Lessee shall not consent to or permit any
         amendment, supplement or other modification of the terms or provisions
         of any Operative Agreement without, in each case, obtaining the prior
         written consent of the Agent and, to the extent required by the
         proviso at the end of Section 10.2(j) hereof, each of the Holders.
         The Lessee acknowledges that the actions of the Owner Trustee are
         subject to the consent of the Agent as set forth in Section 10.2(j).


                 (d)              The Lessee hereby covenants and agrees to
         cause an Appraisal (in form and substance reasonably satisfactory to
         the Agent and the Lessor and from an appraiser selected by the Agent
         and a majority of the Holders) to be issued respecting the Property
         upon acquisition of the Land as more fully provided in the Lease and
         thereafter as requested by the Agent and/or a majority of the Holders
         from time to time but no more frequently than every three (3) years;
         provided, notwithstanding the foregoing, the Lessee agrees to cause
         such Appraisals to be issued as requested by the Agent and/or any
         Holder from time to time (i) at each and every time as such shall be
         required to satisfy any regulatory requirements or other Legal
         Requirement imposed on the Agent, any Lender and/or any Holder and
         (ii) after the occurrence of an Event of Default.  All Appraisals
         issued after receipt of the initial Appraisal required by Section
         10.1(e) shall be deemed "informational" and no minimum valuation of
         the Property shall be required.


                 (e)              The Lessee hereby covenants and agrees that,
         except for amounts payable as Basic Rent and as otherwise expressly
         specified in the Operative Agreements, any and all payment obligations
         owing from time to time under the Operative Agreements to the Agent,
         any Lender or any Holder





                                       45
<PAGE>   51
         shall (without further action) be deemed to be (i) obligations payable
         by the Construction Agent prior to the commencement of the Basic Term
         for the Property and (ii) Supplemental Rent obligations payable by the
         Lessee after the commencement of the Basic Term for the Property.
         Without limitation, such obligations shall include arrangement fees,
         Administrative Fees, lease consulting fees, structuring fees,
         participation fees, commitment fees, Unused Fees, prepayment
         penalties, breakage costs, indemnities, trustee fees and Transaction
         Expenses incurred by the parties hereto in connection with the
         transactions contemplated by the Operative Agreements.


                 (f)              At any time the Lessor or the Agent is
         entitled under the Operative Agreements to possession of the Property
         or any component thereof, each of the Construction Agent and the
         Lessee hereby covenants and agrees, at its own cost and expense, to
         assemble and make available to the Agent (on behalf of the Lessor) any
         and all personal property components of the Property constituting
         "goods".


                 (g)              The Lessee hereby covenants and agrees that
         Equipment respecting the Property shall at no time constitute in
         excess of twelve percent (12%) of the aggregate Advances respecting
         the Property funded at such time under the Operative Agreements.


                 (h)              The Lessee hereby covenants and agrees that
         the Property Cost for the Property shall not exceed $70,000,000.


                 (i)              The Lessee hereby covenants and agrees that
         it shall give prompt notice to the Lessor, the Holders and the Agent
         if the Lessee's chief place of business or chief executive office, or
         the office where the records concerning the accounts or contract
         rights relating to the Property are kept, shall cease to be located at
         8180 Greensboro Drive, McLean, Virginia 22102, or if it shall change
         its name.

         10.4.            Sharing of Certain Payments.  Except for Excepted
Payments, the parties hereto acknowledge and agree that all payments due and
owing by the Lessee to the Lessor under the Lease or any of the other Operative
Agreements shall be made by the





                                       46
<PAGE>   52
Lessee directly to the Agent as more particularly provided in Section 10.3(b)
hereof.  The Holders, the Agent, the Lenders and the Lessee acknowledge the
terms of Section 10.7 of this Participation Agreement regarding the allocation
of payments and other amounts made or received from time to time under the
Operative Agreements and agree, that all such payments and amounts are to be
allocated as provided in Section 10.7 of this Participation Agreement.  In
connection therewith the Holders hereby (a) appoint the Agent to act as
collateral agent for the Holders in connection with the Lien granted by the
Security Documents to secure the Holder Amount and (b) acknowledge and agree
and direct that the rights and remedies of the beneficiaries of the Lien of the
Security Documents shall be exercised by the Agent on behalf of the Lenders and
the Holders as directed from time to time by the Majority Lenders and the
Majority Holders.  The Agent hereby accepts such appointment.

         10.5.            Grant of Easements, etc.  The Agent and the Holders
hereby agree that, so long as no Event of Default shall have occurred and be
continuing, and until such time as the Agent gives instructions to the contrary
to the Owner Trustee, the Owner Trustee shall, from time to time at the request
of the Lessee, in connection with the transactions contemplated by the Agency
Agreement, the Lease or the other Operative Agreements, (i) grant easements and
other rights in the nature of easements with respect to the Property including,
without limitation, a perpetual easement to the county of Arlington, Virginia
respecting a public park facility to be encompassed within the Property, (ii)
release existing easements or other rights in the nature of easements which are
for the benefit of the Property, (iii) execute and deliver to any Person any
instrument appropriate to confirm or effect such grants or releases, and (iv)
execute and deliver to any Person such other documents or materials in
connection with the acquisition, development, construction, testing or
operation of the Property, including without limitation reciprocal easement
agreements, construction contracts, operating agreements, development
agreements, plats, replats or subdivision documents; provided, that each of the
agreements referred to in this Section 10.5 (other than the specified easements
referenced in clause (i) of this Section 10.5) shall be of the type normally
executed by the Lessee in the ordinary course of the Lessee's business and





                                       47
<PAGE>   53
shall be on commercially reasonable terms so as not to diminish the value or
use of the Property in any material respect.

         10.6.            Appointment by the Agent, the Lenders, the Holders
and the Owner Trustee.  Except as expressly provided in any Operative Agreement
where the Owner Trustee is required to act for or on behalf of the Holders,
each Holder and the Owner Trustee hereby designate and appoint the Agent to
take actions, exercise powers and perform duties as are expressly delegated to
the Agent by the terms of this Agreement (including without limitation
provisions of other agreements incorporated herein by reference) and other
Operative Agreements with respect to the Lenders and as specifically delegated
to the Owner Trustee on behalf of the Holders in any Operative Agreement.  For
purposes hereof, and except as expressly provided herein to the contrary, the
provisions of Section 7 of the Credit Agreement, together with such other terms
and provisions of the Credit Agreement and the other Operative Agreements as
required for the full interpretation and operation of Section 7 of the Credit
Agreement are hereby incorporated by reference as if restated herein for the
mutual benefit of the Agent, each Lender and each Holder as if such Holder were
a Lender thereunder.  Except as may be expressly provided to the contrary for
purposes of the Operative Agreements, outstanding Holder Advances shall be
taken into account and treated as Loans for purposes of determining Majority
Lenders; provided, however, in any case under the Operative Agreements where
the consent of the Holders is expressly required or the Holders are entitled to
take any action, such consent shall be given or action taken, whether directly
by the Holders or by the Agent (without the requirement that the consent of any
Lender be obtained or permission for such action be granted by any Lender);
and, provided, further, no amendment to any provision expressly requiring the
consent of the Holders or permitting the Holders to take action (whether
directly or through the Agent), shall be effective without the written consent
of the Holders.  Further, the Agent shall be entitled to take such action on
behalf of the Owner Trustee as is delegated to the Agent under any Operative
Agreement (whether express or implied) as may be reasonably incidental thereto.
The parties hereto hereby agree to the provisions contained in this Section
10.6.  The Agent shall provide to each Lender and each Holder copies of all
notices





                                       48
<PAGE>   54
received by Agent from the Construction Agent or the Lessee under any Operative
Agreement.

         10.7.            Collection and Allocation of Payments and Other
Amounts.   (a)      The Lessee and the Construction Agent have agreed pursuant
to the terms of this Participation Agreement to pay to (i) the Agent any and
all Rent (excluding Excepted Payments) and any and all other amounts of any
kind or type under any of the Operative Agreements due and owing or payable to
the Lessor or the Owner Trustee and (ii) each Holder as appropriate the
Excepted Payments.  Promptly after receipt, the Agent shall apply and allocate,
in accordance with the terms of this Section 10.7, such amounts received from
the Lessee or the Construction Agent and all other payments, receipts and other
consideration of any kind whatsoever received by the Agent pursuant to the
Security Agreement or otherwise received by the Agent, the Holders or any of
the Lenders in connection with the Collateral, the Security Documents or any of
the other Operative Agreements.

         (a)              Payments and other amounts received by the Agent from
time to time in accordance with the terms of subparagraph (a) shall be applied
and allocated as follows:

                 (i)              Any such payment or amount identified as or
         deemed to be Basic Rent shall be applied and allocated by the Agent
         first, ratably to the Lenders and the Holders for application and
         allocation to the payment of interest on the Loans and to the payment
         of accrued Holder Yield with respect to the Holder Advances; and
         second, if no Default or Event of Default is in effect, any excess
         shall be paid to such Person or Persons as the Lessee may designate;
         provided, that if a Default or Event of Default is in effect, such
         excess (if any) shall instead be held by the Agent until the earlier
         of (I) the first date thereafter on which no Default or Event of
         Default shall be in effect (in which case such payments or returns
         shall then be made to such other Person or Persons as the Lessee may
         designate) and (II) the Maturity Date or the expiration Date, as the
         case may be (or, if earlier, the date of any Acceleration), in which
         case such amounts shall be applied and allocated in the manner
         contemplated by Section 10.7(b)(iv) hereof. The Agent shall distribute
         to (x) the Lenders, ratably based on their respective Commitments, all





                                       49
<PAGE>   55
         proceeds of Interest Payment Loans which shall be applied and
         allocated to the interest on the Loans due and payable prior to the
         Basic Term Commencement Date and (y) the Holders, based on their
         respective Holder Commitments, all proceeds of Holder Advances made
         with respect to the aggregate amount of Holder Yield on the Holder
         Advances prior to the Basic Term Commencement Date.


                 (ii)             If on any date the Agent or the Lessor shall
         receive any amount in respect of (A) any Casualty or Condemnation
         pursuant to Section 15.1(a) or 15.1(g) of the Lease (excluding any
         payments in respect thereof which are payable to the Lessee in
         accordance with the Lease), or (B) the Termination Value in connection
         with the delivery of a Termination Notice pursuant to Article XVI of
         the Lease, or (C) the Termination Value in connection with the
         exercise of the Purchase Option under Section 20.1 of the Lease or the
         exercise of the option of the Lessor to transfer the Property to the
         Lessee pursuant to Section 20.3 of the Lease, or (D) any payment
         required to be made or elected to be made by the Construction Agent to
         the Lessor pursuant to the terms of the Agency Agreement, then in each
         case, the Lessor shall be required to pay such amount received (1) if
         no Acceleration has occurred, to prepay the principal balance of the
         Loans and the Holder Advances, on a pro rata basis, a portion of such
         amount to be distributed to the Lenders and the Holders, such amount
         computed (x) in the case of the Loans, based on the ratio of the Loans
         to the Property Cost and (y) in the case of the Holder Advances, based
         on the ratio of the Holder Advances to the Property Cost or (2) if an
         Acceleration has occurred, to apply and allocate the proceeds
         respecting Sections 10.7(b)(ii)(A)-(D)in accordance with Section
         10.7(b)(iii) hereof.


                 (iii)            An amount equal to any payment identified as
         proceeds of the sale (or lease upon the exercise of remedies) of the
         Property or any portion thereof, whether pursuant to Article XXII of
         the Lease or the exercise of remedies under the Security Documents or
         otherwise, the execution of remedies set forth in Section 17.6 of the
         Lease and any payment in respect of excess wear and tear pursuant to
         Section 22.3 of the Lease (whether such payment relates to a





                                       50
<PAGE>   56
         period before or after the Construction Period Termination Date) shall
         be applied and allocated by the Agent first, ratably to the payment of
         the principal and interest of the Tranche B Loans then outstanding,
         second, ratably to the payment to the Holders of an amount not to
         exceed the outstanding principal balance of all Holder Advances plus
         all outstanding Holder Yield with respect to such outstanding Holder
         Advances, third, to the extent such amount exceeds the maximum amount
         to be returned pursuant to the foregoing provisions of this paragraph
         (iii), ratably to the payment of the principal and interest of the
         Tranche A Loans then outstanding plus any and all other amounts owing
         to the Agent and the Lenders hereunder or under any of the other
         Operative Agreements, and fourth, to the extent moneys remain after
         application and allocation pursuant to clauses first through third
         above, to the Owner Trustee for application and allocation to any and
         all other amounts owing to the Holders or the Owner Trustee and as the
         Owner Trustee and the Holders shall determine; provided, where no
         Event of Default shall exist and be continuing and a prepayment is
         made for any reason with respect to less than the full amount of the
         outstanding principal amount of the Loans and the outstanding Holder
         Advances, the proceeds shall be applied and allocated ratably to the
         Lenders and to the Holders based on the ratio of the outstanding
         principal balance of the Loans and the outstanding Holder Advances to
         the aggregate of such outstanding amounts of the Loans and the Holder
         Advances.


                 (iv)             An amount equal to (A) any such payment
         identified as a payment pursuant to Section 22.1(b) of the Lease or
         Sections 3.3 or 3.4 of the Agency Agreement (or otherwise) of the
         Maximum Residual Guarantee Amount (and any such lesser amount as may
         be required by Section 22.1(b) of the Lease) in respect of the
         Property and (B) any other amount payable upon any exercise of
         remedies after the occurrence of an Event of Default not covered by
         Section 10.7(b)(i) or (iii) above (including without limitation any
         amount received in connection with an Acceleration which does not
         represent proceeds from the sale or liquidation of the Property),
         shall be applied and allocated by the Agent first, ratably, to the
         payment of the principal and interest balance of Tranche A Loans then
         outstanding, second, ratably to the payment of the





                                       51
<PAGE>   57
         principal and interest balance of the Tranche B Loans then
         outstanding, third, to the payment of any other amounts owing to the
         Agent or the Lenders hereunder or under any of the other Operative
         Agreement, and fourth, to the extent moneys remain after application
         and allocation pursuant to clauses first through third above, to the
         Owner Trustee for application and allocation to Holder Advances and
         Holder Yield and any other amounts owing to the Holders or the Owner
         Trustee as the Owner Trustee and the Holders shall determine.


                 (v)              An amount equal to any such payment
         identified as Supplemental Rent shall be applied and allocated by the
         Agent to the payment of any amounts then owing to the Agent, the
         Lenders, the Holders and the other parties to the Operative Agreements
         (or any of them) (other than any such amounts payable pursuant to the
         preceding provisions of this Section 10.7(b)) as shall be determined
         by the Agent in its reasonable discretion; provided, however, that
         Supplemental Rent received upon the exercise of remedies after the
         occurrence and continuance of an Event of Default in lieu of or in
         substitution of the Maximum Residual Guarantee Amount or as a partial
         payment thereon shall be applied and allocated as set forth in Section
         10.7(b)(iv).


                 (vi)             The Agent in its reasonable judgment shall
         identify the nature of each payment or amount received by the Agent
         and apply and allocate each such amount in the manner specified above.

                 (b)              Upon the termination of the Commitments and
the payment in full of the Loans and all other amounts owing by the Owner
Trustee hereunder or under any other Credit Document and the payment in full of
all amounts owing to the Holders and the Owner Trustee under the Trust
Agreement, any moneys remaining with the Agent shall be returned to the Owner
Trustee or such other Person or Persons as the Owner Trustee may designate.  In
the event of an Acceleration it is agreed that, prior to the application and
allocation of amounts received by the Agent in the order described in Section
10.7(b) above, any such amounts shall first be applied and allocated to the
payment of (i) any and all sums advanced by the Agent in order to preserve the
Collateral or preserve its security interest therein, (ii) the expenses of
retaking, holding,





                                       52
<PAGE>   58
preparing for sale or lease, selling or otherwise disposing or realizing on the
Collateral, or of any exercise by the Agent of its rights under the Security
Documents, together with reasonable attorneys' fees and expenses and court
costs and (iii) any and all other amounts reasonably owed to the Agent under or
in connection with the transactions contemplated by the Operative Agreements
(including without limitation any accrued and unpaid Administrative Fee).

         11.              CREDIT AGREEMENT AND TRUST AGREEMENT.

         11.1.            The Construction Agent's and the Lessee's Credit
Agreement Rights.  Notwithstanding anything to the contrary contained in the
Credit Agreement, the Agent, the Lenders, the Holders, the Construction Agent,
the Lessee and the Owner Trustee hereby agree that, prior to the occurrence and
continuation of any Default or Event of Default, the Construction Agent or the
Lessee, as the case may be, shall have the following rights:


                 (a)              the right and obligation (as more
         specifically described in Section 5.6 hereof) to designate the portion
         of the Loans on which interest is due and payable for purposes of the
         definition of "Allocated Interest";


                 (b)              the right to give the notice referred to in
         Section 2.3 of the Credit Agreement, to designate the account to which
         a borrowing under the Credit Agreement is to be credited pursuant to
         Section 2.3 of the Credit Agreement and to provide the Allocation
         Notice;


                 (c)              the right to terminate or reduce the
         Commitments pursuant to Section 2.5(a) of the Credit Agreement;


                 (d)              the right to exercise the conversion and
         continuation options pursuant to Section 2.7 of the Credit Agreement;


                 (e)              the right to receive any certificate issued
         pursuant to Section 2.11(a) of the Credit Agreement;


                 (f)              the right to receive any certificate issued
         pursuant to Section 2.11(b) of the Credit Agreement;





                                       53
<PAGE>   59
                 (g)              the right to receive any payment from a
         Lender pursuant to Section 2.13(c) of the Credit Agreement;


                 (h)              the right to receive any notice and any
         certificate, in each case issued pursuant to Section 2.14 (a) of the
         Credit Agreement;


                 (i)              the right to replace any Lender pursuant to
         Section 2.14(b) of the Credit Agreement;


                 (j)              the right to approve any successor Agent
         pursuant to Section 7.9 of the Credit Agreement;


                 (k)              the right to consent to any assignment by a
         Lender to which the Lessor has the right to consent pursuant to
         Section 9.8 of the Credit Agreement; and


                 (l)              without limiting the foregoing clauses (a)
         through (k), and in addition thereto, provided, that no Event of
         Default then exists, the Construction Agent or the Lessee, as the case
         may be, shall have the right to exercise any other right of the Owner
         Trustee under the Credit Agreement upon not less than five (5)
         Business Days' prior written notice from the Construction Agent or the
         Lessee, as the case may be, to the Owner Trustee and the Agent.

         11.2.            The Construction Agent's and the Lessee's Trust
Agreement Rights.  Notwithstanding anything to the contrary contained in the
Trust Agreement, the Construction Agent, the Lessee, the Owner Trustee and the
Holders hereby agree that, prior to the occurrence and continuation of any
Default or Event of Default, the Construction Agent or the Lessee, as the case
may be, shall have the following rights:


                 (a)              the right and the obligation (as more
         specifically provided in Section 5.6 hereof) to designate the portion
         of the Holder Advances on which Holder Yield is due and payable for
         purposes of the definition of Allocated Return in Section 3.1(c) of
         the Trust Agreement;





                                       54
<PAGE>   60
                 (b)              the right to exercise the conversion and
         continuation options pursuant to Section 3.8 of the Trust Agreement;


                 (c)              no removal of the Owner Trustee and
         appointment of a successor Owner Trustee pursuant to Section 9. 1 of
         the Trust Agreement shall be made without the prior written consent
         (not to be unreasonably withheld or delayed) of the Construction Agent
         or the Lessee, as the case may be;


                 (d)              the Holders and the Owner Trustee shall not
         amend, supplement or otherwise modify any provision of the Trust
         Agreement in such a manner as to adversely affect the rights of the
         Construction Agent or the Lessee, as the case may be, without the
         prior written consent (not to be unreasonably withheld or delayed) of
         the Construction Agent or the Lessee, as the case may be; and


                 (e)              the right to replace any Holder pursuant to
         Section 3.9 of the Trust Agreement.

         12.              TRANSFER OF INTEREST.

         12.1.            Restrictions on Transfer.  Each Lender may assign or
transfer all or a portion of its interest hereunder and under the other
Operative Agreements in accordance with Section 9.8 of the Credit Agreement.
The Holders may not, directly or indirectly, assign, convey or otherwise
transfer any of their right, title or interest in or to the Trust Estate or the
Trust Agreement without the prior written consent of the Agent and the Lessee
(which consent shall not be unreasonably withheld or delayed).  The Owner
Trustee may, subject to the Lien of the applicable Security Documents but only
(a) with the prior written consent of the Agent, the Holders (which consent may
be withheld by the Agent and/or the Holders in their sole discretion) and (b)
(provided, no Default or Event of Default has occurred and is continuing) with
the prior written consent of the Lessee (which consent shall not be
unreasonably withheld or delayed), directly or indirectly, assign, convey,
appoint an agent with respect to enforcement of, or otherwise transfer any of
its right, title or interest in or to the Property, the Lease, the Trust
Agreement, this Agreement (including without limitation any right to
indemnification





                                       55
<PAGE>   61
thereunder), or any other document relating to the Property or any interest in
the Property as provided in the Trust Agreement and the Lease.  The provisions
of the immediately preceding sentence shall not apply to the obligations of the
Owner Trustee to transfer the Property to the Lessee or a third party purchaser
pursuant to Article XXII of the Lease upon payment for the Property in
accordance with the terms and conditions of the Lease.

         12.2.            Effect of Transfer.  From and after any transfer
effected in accordance with this Section 12, the transferor shall be released,
to the extent of such transfer, from its liability hereunder and under the
other documents to which it is a party in respect of obligations to be
performed on or after the date of such transfer; provided, however, that any
transferor Holder shall remain liable hereunder and under such other documents
to the extent that the transferee Holder shall not have assumed the obligations
of the transferor Holder thereunder.  Upon any transfer by the Owner Trustee,
the Lessor, a Holder or a Lender as above provided, any such transferee shall
assume the obligations of the Owner Trustee, the Lessor, the Holder or the
Lender, as the case may be, and shall be deemed an "Owner Trustee", "Lessor",
"Holder", or "Lender", as the case may be, for all purposes of such documents
and each reference herein to the transferor shall thereafter be deemed a
reference to such transferee for all purposes, except as provided in the
preceding sentence.  Notwithstanding any transfer of all or a portion of the
transferor's interest as provided in this Section 12, the transferor shall be
entitled to all benefits accrued and all rights vested prior to such transfer
including without limitation rights to indemnification under any such document.

         13.              INDEMNIFICATION.

         13.1.            General Indemnity.  Whether or not any of the
transactions contemplated hereby shall be consummated, the Indemnity Provider
hereby assumes liability for and agrees to defend, indemnify and hold harmless
each Indemnified Person on an After Tax Basis from and against any Claims,
which may be imposed on, incurred by or asserted against an Indemnified Person
(by any third party, including without limitation Claims arising from the
negligence of an Indemnified Person (but not to the extent such Claims arise
from the gross negligence, willful misconduct or





                                       56
<PAGE>   62
willful breach of such Indemnified Person or are otherwise solely attributable
to acts or events occurring after the expiration of the Lease or after the
transfer of the Property to the Lessee or a third party)) in any way relating
to or arising or alleged to arise out of the execution, delivery, performance
or enforcement of this Agreement, the Lease or any other Operative Agreement or
on or with respect to the Property or any component thereof, including without
limitation Claims in any way relating to or arising or alleged to arise out of
(a) the financing, refinancing, purchase, acceptance, rejection, ownership,
design, construction, refurbishment, development, delivery, acceptance,
nondelivery, leasing, subleasing, possession, use, operation, maintenance
repair, modification, transportation, condition, sale, return, repossession
(whether by summary proceedings or otherwise), or any other disposition of the
Property or any part thereof, including without limitation the acquisition,
holding or disposition of any interest in the Property, lease or agreement
comprising a portion of any thereof; (b) any latent or other defects in the
Property or any portion thereof whether or not discoverable by an Indemnified
Person or the Indemnity Provider; (c) a violation of Environmental Laws,
Environmental Claims or other loss of or damage to any property or the
environment relating to the Property, the Lease, the Agency Agreement or the
Indemnity Provider; (d) the Operative Agreements, or any transaction
contemplated thereby; (e) any breach by the Indemnity Provider of any of its
representations or warranties under the Operative Agreements to which the
Indemnity Provider is a party or failure by the Indemnity Provider to perform
or observe any covenant or agreement to be performed by it under any of the
Operative Agreement; (f) the transactions contemplated hereby or by any other
Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle
B of Title I of ERISA; and (g) personal injury, death or property damage,
including without limitation Claims based on strict or absolute liability in
tort.

         If a written Claim is made against any Indemnified Person or if any
proceeding shall be commenced against such Indemnified Person (including
without limitation a written notice of such proceeding), for any Claim, such
Indemnified Person shall promptly notify the Indemnity Provider in writing and
shall not take action with respect to such Claim without the consent of the
Indemnity Provider for thirty (30) days after the receipt of such notice by





                                       57
<PAGE>   63
the Indemnity Provider; provided, however, that in the case of any such Claim,
if action shall be required by law or regulation to be taken prior to the end
of such period of thirty (30) days, such Indemnified Person shall endeavor to,
in such notice to the Indemnity Provider, inform the Indemnity Provider of such
shorter period, and no action shall be taken with respect to such Claim without
the consent of the Indemnity Provider before seven (7) days before the end of
such shorter period; provided, further, that the failure of such Indemnified
Person to give the notices referred to in this sentence shall not diminish the
Indemnity Provider's obligation hereunder except to the extent such failure
precludes in all respects the Indemnity Provider from contesting such Claim.

         If, within thirty (30) days of receipt of such notice from the
Indemnified Person (or such shorter period as the Indemnified Person has
notified the Indemnity Provider is required by law or regulation for the
Indemnified Person to respond to such Claim), the Indemnity Provider shall
request in writing that such Indemnified Person respond to such Claim, the
Indemnified Person shall, at the expense of the Indemnity Provider, in good
faith conduct and control such action (including without limitation by pursuit
of appeals) (provided, however, that (A) if such Claim, in the Indemnified
Person's reasonable discretion, can be pursued by the Indemnity Provider on
behalf of or in the name of such Indemnified Person, the Indemnified Person, at
the Indemnity Provider's request, shall allow the Indemnity Provider to conduct
and control the response to such Claim and (B) in the case of any Claim, the
Indemnified Person may request the Indemnity Provider to conduct and control
the response to such Claim (with counsel to be selected by the Indemnity
Provider and consented to by such Indemnified Person, such consent not to be
unreasonably withheld; provided, however, that any Indemnified Person may
retain separate counsel at the expense of the Indemnity Provider in the event
of a conflict)) by, in the sole discretion of the Person conducting and
controlling the response to such Claim (1) resisting payment thereof, (2) not
paying the same except under protest, if protest is necessary and proper, (3)
if the payment be made, using reasonable efforts to obtain a refund thereof in
appropriate administrative and judicial proceedings, or (4) taking such other
action as is reasonably requested by the Indemnity Provider from time to time.





                                       58
<PAGE>   64
         The party controlling the response to any Claim shall consult in good
faith with the non-controlling party and shall keep the non-controlling party
reasonably informed as to the conduct of the response to such Claim; provided,
that all decisions ultimately shall be made in the discretion of the
controlling party.  The parties agree that an Indemnified Person may at any
time decline to take further action with respect to the response to such Claim
and may settle such Claim if such Indemnified Person shall waive its rights to
any indemnity from the Indemnity Provider that otherwise would be payable in
respect of such Claim (and any future Claim, the pursuit of which is precluded
by reason of such resolution of such Claim) and shall pay to the Indemnity
Provider any amount previously paid or advanced by the Indemnity Provider
pursuant to this Section 13.1 by way of indemnification or advance for the
payment of an amount regarding such Claim.

         Notwithstanding the foregoing provisions of this Section 13.1, an
Indemnified Person shall not be required to take any action and no Indemnity
Provider shall be permitted to respond to any Claim in its own name or that of
the Indemnified Person unless (A) the Indemnity Provider shall have agreed to
pay and shall pay to such Indemnified Person on demand and on an After Tax
Basis all reasonable costs, losses and expenses that such Indemnified Person
actually incurs in connection with such Claim, including without limitation all
reasonable legal, accounting and investigatory fees and disbursements and, if
the Indemnified Person has informed the Indemnity Provider (in its initial
notice of the Claim) that it intends to contest such Claim (whether or not the
control of the contest is then assumed by the Indemnity Provider), the
Indemnity Provider shall have agreed that the Claim is an indemnifiable Claim
hereunder, (B) in the case of a Claim that must be pursued in the name of an
Indemnified Person (or an Affiliate thereof), the amount of the potential
indemnity (taking into account all similar or logically related Claims that
have been or could be raised for which the Indemnity Provider may be liable to
pay an indemnity under this Section 13.1) exceeds $25,000, (C) the Indemnified
Person shall have reasonably determined that the action to be taken will not
result in any material danger of sale, forfeiture or loss of the Property, or
any part thereof or interest therein, will not interfere with the payment of
Rent, and will not result in risk of criminal liability, (D) if such Claim





                                       59
<PAGE>   65
shall involve the payment of any amount prior to the resolution of such Claim,
the Indemnity Provider shall provide to the Indemnified Person an interest-free
advance in an amount equal to the amount that the Indemnified Person is
required to pay (with no additional net after-tax cost to such Indemnified
Person), (E) in the case of a Claim that must be pursued in the name of an
Indemnified Person (or an Affiliate thereof), the Indemnity Provider shall have
provided to such Indemnified Person an opinion of independent counsel selected
by the Indemnified Person and reasonably satisfactory to the Indemnity Provider
stating that a reasonable basis exists to contest such Claim (or, in the case
of an appeal of an adverse determination, an opinion of such counsel to the
effect that the position asserted in such appeal will more likely than not
prevail) and (F) no Event of Default shall have occurred and be continuing.  In
no event shall an Indemnified Person be required to appeal an adverse judicial
determination to the United States Supreme Court.  In addition, an Indemnified
Person shall not be required to contest any Claim in its name (or that of an
Affiliate) if the subject matter thereof shall be of a continuing nature and
shall have previously been decided adversely by a court of competent
jurisdiction pursuant to the contest provisions of this Section 13.1, unless
there shall have been a change in law (or interpretation thereof) and the
Indemnified Person shall have received, at the Indemnity Provider's expense, an
opinion of independent counsel selected by the Indemnified Person and
reasonably acceptable to the Indemnity Provider stating that as a result of
such change in law (or interpretation thereof), it is more likely than not that
the Indemnified Person will prevail in such contest.

         13.2.            General Tax Indemnity.  (a)  The Indemnity Provider
shall pay and assume liability for, and does hereby agree to indemnify, protect
and defend the Property and all Indemnified Persons, and hold them harmless
against, all Impositions on an After Tax Basis, and all payments pursuant to
the Operative Agreements shall be made free and clear of and without deduction
for any and all present and future Impositions.


                 (a)              Notwithstanding anything to the contrary in
         Section 13.2(a) hereof, the following shall be excluded from the
         indemnity required by Section 13.2(a):





                                       60
<PAGE>   66

                 (i)              Taxes (other than Taxes that are, or are in
         the nature of, sales, use, rental, value added, transfer or property
         taxes) that are imposed on a Indemnified Person (other than the
         Lessor) by the United States federal government that are based on or
         measured by the net income (including without limitation taxes based
         on capital gains and minimum taxes) of such Person; provided, that
         this clause (i) shall not be interpreted to prevent a payment from
         being made on an After Tax Basis if such payment is otherwise required
         to be so made;


                 (ii)             Taxes (other than Taxes that are, or are in
         the nature of, sales, use, rental, value added, transfer or property
         taxes) that are imposed on any Indemnified Person (other than the
         Lessor) by any state or local jurisdiction or taxing authority within
         any state or local jurisdiction and that are based upon or measured by
         the net income or net receipts, except that this clause (ii) shall not
         apply to (and thus shall not exclude) any such Taxes imposed on an
         Indemnified Person by the state (or any local taxing authority thereof
         or therein) in which the Property is located, possessed or used under
         the Lease; provided, that this clause (ii) shall not be interpreted to
         prevent a payment from being made on an After Tax Basis if such
         payment is otherwise required to be so made;


                 (iii)      any Tax to the extent it relates to any act, event
         or omission that occurs after the termination of the Lease and
         redelivery or sale of the Property in accordance with the terms of the
         Lease (but not any Tax that relates to such termination, redelivery or
         sale and/or to any period prior to such termination, redelivery or
         sale); and


                 (iv)             any Taxes which are imposed on an Indemnified
         Person as a result of the gross negligence or wilful misconduct of
         such Indemnified Person itself (as opposed to gross negligence or
         wilful misconduct imputed to such Indemnified Person), but not Taxes





                                       61
<PAGE>   67
         imposed as a result of ordinary negligence of such Indemnified Person;


         (b)              (i)     Subject to the terms of Section 13.2(f), the
Indemnity Provider shall pay or cause to be paid all Impositions directly to
the taxing authorities where feasible and otherwise to the Indemnified Person,
as appropriate, and the Indemnity Provider shall at its own expense, upon such
Indemnified Person's reasonable request, furnish to such Indemnified Person
copies of official receipts or other satisfactory proof evidencing such
payment.


                 (i)              In the case of Impositions for which no
         contest is conducted pursuant to Section 13.2 (f) and which the
         Indemnity Provider pays directly to the taxing authorities, the
         Indemnity Provider shall pay such Impositions prior to the latest time
         permitted by the relevant taxing authority for timely payment.  In the
         case of Impositions for which the Indemnity Provider reimburses an
         Indemnified Person, the Indemnity Provider shall do so within thirty
         (30) days after receipt by the Indemnity Provider of demand by such
         Indemnified Person describing in reasonable detail the nature of the
         Imposition and the basis for the demand (including without limitation
         the computation of the amount payable).  In the case of Impositions
         for which a contest is conducted pursuant to Section 13.2(f), the
         Indemnity Provider shall pay such Impositions or reimburse such
         Indemnified Person for such Impositions, to the extent not previously
         paid or reimbursed pursuant to subsection (a), prior to the latest
         time permitted by the relevant taxing authority for timely payment
         after conclusion of all contests under Section 13.2(f).


                 (ii)       At the Indemnity Provider's request, the amount of
         any indemnification payment by the Indemnity Provider pursuant to
         subsection (a) shall be verified and certified by an independent
         public accounting firm mutually acceptable to the Indemnity Provider
         and the Indemnified Person.  The fees and expenses of such independent
         public accounting firm shall be paid by the





                                       62
<PAGE>   68
         Indemnity Provider unless such verification shall result in an
         adjustment in the Indemnity Provider's favor of fifteen percent (15%)
         or more of the payment as computed by the Indemnified Person, in which
         case such fee shall be paid by the Indemnified Person.


         (c)              The Indemnity Provider shall be responsible for
preparing and filing any real and personal property or ad valorem tax returns
in respect of the Property.  In case any other report or tax return shall be
required to be made with respect to any obligations of the Indemnity Provider
under or arising out of Section 13.2(a) hereof and of which the Indemnity
Provider has knowledge or should have knowledge, the Indemnity Provider, at its
sole cost and expense, shall notify the relevant Indemnified Person of such
requirement and (except if such Indemnified Person notifies the Indemnity
Provider that such Indemnified Person intends to file such report or return)
(A) to the extent required or permitted by and consistent with Legal
Requirements, make and file in Indemnity Provider's name such return, statement
or report; and (B) in the case of any other such return, statement or report
required to be made in the name of such Indemnified Person, advise such
Indemnified Person of such fact and prepare such return, statement or report
for filing by such Indemnified Person or, where such return, statement or
report shall be required to reflect items in addition to any obligations of the
Indemnity Provider under or arising out of Section 13.2(a) hereof, provide such
Indemnified Person at the Indemnity Provider's expense with information
sufficient to permit such return, statement or report to be properly made with
respect to any obligations of the Indemnity Provider under or arising out of
Section 13.2(a) hereof.  Such Indemnified Person shall, upon the Indemnity
Provider's request and at the Indemnity Provider's expense, provide any data
maintained by such Indemnified Person (and not otherwise available to or within
the control of the Indemnity Provider) with respect to each Property which the
Indemnity Provider may reasonably require to prepare any required tax returns
or reports.


         (d)              As between the Indemnity Provider on one hand, and
the Lessor or the Agent, any Lender or any Holder on the





                                       63
<PAGE>   69
other hand, the Indemnity Provider shall be responsible for, and the Indemnity
Provider shall indemnify and hold harmless the Lessor, the Agent, the Lenders
and each Holder (without duplication of any indemnification required by Section
13.2(a) hereof) on an After Tax Basis against, any obligation for United States
or foreign withholding taxes imposed in respect of the interest payable on the
Notes or with respect to Rent payments under the Lease (and, if the Lessor, the
Agent, any Lender or any Holder receives a demand for such payment from any
taxing authority, the Indemnity Provider shall discharge such demand on behalf
of the Lessor, the Agent, such Lender or such Holder); provided, however, that
the right of any Lender to make a claim for indemnification under this Section
13.2 (e) is subject to the compliance by such Lender with the requirements of
Section 2.13 of the Credit Agreement.


         (e)              (i)     If a written Claim is made against any
Indemnified Person or if any proceeding shall be commenced against such
Indemnified Person (including without limitation a written notice of such
proceeding), for any Impositions, such Indemnified Person shall promptly notify
the Indemnity Provider in writing and shall not take action with respect to
such Claim or proceeding without the consent of the Indemnity Provider for
thirty (30) days after the receipt of such notice by the Indemnity Provider;
provided, however, that in the case of any such Claim or proceeding, if action
shall be required by law or regulation to be taken prior to the end of such
period of thirty (30) days, such Indemnified Person shall, in such notice to
the Indemnity Provider, inform the Indemnity Provider of such shorter period,
and no action shall be taken with respect to such Claim or proceeding without
the consent of the Indemnity Provider before seven (7) days before the end of
such shorter period; provided, further, that the failure of such Indemnified
Person to give the notices referred to this sentence shall not diminish the
Indemnity Provider's obligation hereunder except to the extent such failure
precludes in all respects the Indemnity Provider from contesting such Claim.


                 (i)              If, within thirty (30) days of receipt of
         such notice from the Indemnified Person (or such





                                       64
<PAGE>   70
         shorter period as the Indemnified Person has notified the Indemnity
         Provider is required by law or regulation for the Indemnified Person
         to commence such contest), the Indemnity Provider shall request in
         writing that such Indemnified Person contest such Imposition, the
         Indemnified Person shall, at the expense of the Indemnity Provider, in
         good faith conduct and control such contest (including without
         limitation by pursuit of appeals) relating to the validity,
         applicability or amount of such Impositions (provided, however, that
         (A) if such contest involves a tax other than a tax on net income and
         can be pursued independently from any other proceeding involving a tax
         liability of such Indemnified Person, the Indemnified Person, at the
         Indemnity Provider's request, shall allow the Indemnity Provider (and
         the Indemnity Provider shall be obligated) to conduct and control such
         contest and (B) in the case of any contest, the Indemnified Person may
         request the Indemnity Provider to conduct and control such contest
         (with counsel to be selected by the Indemnity Provider and consented
         to by such Indemnified Person, such consent not to be unreasonably
         withheld; provided, however, that any Indemnified Person may retain
         separate counsel at the expense of the Indemnity Provider in the event
         of a conflict)) by, in the sole discretion of the Person conducting
         and controlling such contest, (1) resisting payment thereof, (2) not
         paying the same except under protest, if protest is necessary and
         proper, (3) if the payment be made, using reasonable efforts to obtain
         a refund thereof in appropriate administrative and judicial
         proceedings, or (4) taking such other action as is reasonably
         requested by the Indemnity Provider from time to time.


                 (ii)       The party controlling the contest of any Imposition
         shall consult in good faith with the noncontrolling party and shall
         keep the non-controlling party reasonably informed as to the conduct
         of such contest; provided, that all decisions ultimately shall be made
         in the sole discretion of the controlling party.  The parties agree
         that an Indemnified Person may at any time decline to take further
         action with





                                       65
<PAGE>   71
         respect to the contest of any Imposition and may settle such contest
         if such Indemnified Person shall waive its rights to any indemnity
         from the Indemnity Provider that otherwise would be payable in respect
         of such Claim (and any future Claim by any taxing authority, the
         contest of which is precluded by reason of such resolution of such
         Claim) and shall pay to the Indemnity Provider any amount previously
         paid or advanced by the Indemnity Provider pursuant to this Section
         13.2 by way of indemnification or advance for the payment of an
         Imposition other than expenses of such contest.


                 (iii)            Notwithstanding the foregoing provisions of
         this Section 13.2, an Indemnified Person shall not be required to take
         any action and no Indemnity Provider shall be permitted to contest any
         Impositions in its own name or that of the Indemnified Person unless
         (A) the Indemnity Provider shall have agreed to pay and shall pay to
         such Indemnified Person on demand and on an After Tax Basis all
         reasonable costs, losses and expenses that such Indemnified Person
         actually incurs in connection with contesting such Impositions,
         including without limitation all reasonable legal, accounting and
         investigatory fees and disbursements, and, if the Indemnified Person
         has informed the Indemnity Provider (in its initial notice of the
         Imposition) that it intends to contest such Imposition (whether or not
         the control of the contest is then assumed by the Indemnity Provider),
         the Indemnity Provider shall have agreed that the Imposition is an
         indemnifiable Imposition hereunder, (B) in the case of a Claim that
         must be pursued in the name of an Indemnified Person (or an Affiliate
         thereof), the amount of the potential indemnity (taking into account
         all similar or logically related Claims that have been or could be
         raised in any audit involving such Indemnified Person for which the
         Indemnity Provider may be liable to pay an indemnity under this
         Section 13.2) exceeds $25,000, (C) the Indemnified Person shall have
         reasonably determined that the action to be taken will not result in
         any material danger of sale, forfeiture





                                       66
<PAGE>   72
         or loss of the Property, or any part thereof or interest therein, will
         not interfere with the payment of Rent, and will not result in risk of
         criminal liability, (D) if such contest shall involve the payment of
         the Imposition prior to the contest, the Indemnity Provider shall
         provide to the Indemnified Person an interest-free advance in an
         amount equal to the Imposition that the Indemnified Person is required
         to pay (with no additional net after-tax cost to such Indemnified
         Person), (E) in the case of a Claim that must be pursued in the name
         of an Indemnified Person (or an Affiliate thereof), the Indemnity
         Provider shall have provided to such Indemnified Person an opinion of
         independent tax counsel selected by the Indemnified Person and
         reasonably satisfactory to the Indemnity Provider stating that a
         reasonable basis exists to contest such Claim (or, in the case of an
         appeal or an adverse determination, an opinion of such counsel to the
         effect that the position asserted in such appeal will more likely than
         not prevail) and (F) no Default or Event of Default shall have
         occurred and be continuing.  In no event shall an Indemnified Person
         be required to appeal an adverse judicial determination to the United
         States Supreme Court.  In addition, an Indemnified Person shall not be
         required to contest any Claim in its name (or that of an Affiliate) if
         the subject matter thereof shall be of a continuing nature and shall
         have previously been decided adversely by a court of competent
         jurisdiction pursuant to the contest provisions of this Section 13.2,
         unless there shall have been a change in law (or interpretation
         thereof) and the Indemnified Person shall have received, at the
         Indemnity Provider's expense, an opinion of independent tax counsel
         selected by the Indemnified Person and reasonably acceptable to the
         Indemnity Provider stating that as a result of such change in law (or
         interpretation thereof), it is more likely than not that the
         Indemnified Person will prevail in such contest.

         14.              MISCELLANEOUS.





                                       67
<PAGE>   73
         14.1.            Survival of Agreements.  The representations,
warranties, covenants, indemnities and agreements of the parties provided for
in the Operative Agreements, and the parties, obligations under any and all
thereof, shall survive the execution and delivery of this Agreement, the
transfer of the Land to the Owner Trustee, the acquisition of any Equipment,
the construction of any Improvements, the Completion of the Property, any
disposition of any interest of the Owner Trustee in the Property or any
interest of the Holders in the Trust Estate, the payment of the Notes and any
disposition thereof and shall be and continue in effect notwithstanding any
investigation made by any party and the fact that any party may waive
compliance with any of the other terms, provisions or conditions of any of the
Operative Agreements.  Except as otherwise expressly set forth herein or in
other Operative Agreements, the indemnities of the parties provided for in the
Operative Agreements shall survive the expiration or termination of any
thereof.

         14.2.            No Broker, etc.  Each of the parties hereto
represents to the others that it has not retained or employed any broker,
finder or financial adviser to act on its behalf in connection with this
Agreement, nor has it authorized any broker, finder or financial adviser
retained or employed by any other Person so to act.  Any party who is in breach
of this representation shall indemnify and hold the other parties harmless from
and against any liability arising out of such breach of this representation.

         14.3.            Notices.  All notices required or permitted to be
given under this Agreement shall be in writing.  Notices may be served by
certified or registered mail, postage paid with return receipt requested; by
private courier, prepaid; by telex, facsimile, or other telecommunication
device capable of transmitting or creating a written record; or personally.
Mailed notices shall be deemed delivered five (5) days after mailing, properly
addressed.  Couriered notices shall be deemed delivered when delivered as
addressed, or if the addressee refuses delivery, when presented for delivery
notwithstanding such refusal.  Telex or telecommunicated notices shall be
deemed delivered when receipt is either confirmed by confirming transmission
equipment or acknowledged by the addressee or its office.  Personal delivery
shall be effective when accomplished.  Unless a party changes its address by
giving notice to the other party as provided herein,





                                       68
<PAGE>   74
notices shall be delivered to the parties at the following addresses:

         If to the Construction Agent or the Lessee, to such entity at the
         following address:

                 LCI International, Inc.
                 8180 Greensboro Drive, Suite 800
                 McLean, Virginia  22102
                 Attention:  John J. Dillon
                 Telephone:  703/848-4490
                 Telecopy:  703/918-4460

         If to the Owner Trustee, to it at the following address:

                 First Security Bank, National Association
                 79 South Main Street
                 Salt Lake City, Utah 84111
                 Attention:  Val T. Orton
                             Vice President
                 Telephone:  (801) 246-5300
                 Telecopy:   (801) 246-5053

         If to the Holders, to each such Holder at the address set forth for
         such Holder on the signature page of the Trust Agreement.

         If to the Agent, to it at the following address:

                 NationsBank of Texas, N.A.
                 901 Main Street, 64th Floor
                 Dallas, Texas  75202
                 Attention:  Brian D. Corum
                 Telephone:  214/508-0921
                 Telecopy:  214/508-9390

         If to any Lender, to it at the address set forth for such Lender in
         Schedule 1.1 of the Credit Agreement.

         From time to time any party may designate additional parties and/or
         another address for notice purposes by notice to each





                                       69
<PAGE>   75
         of the other parties hereto.  Each notice hereunder shall be effective
         upon receipt or refusal thereof.

         14.4.            Counterparts.  This Agreement may be executed in any
number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one (1) and
the same instrument.

         14.5.            Amendments and Termination.  Neither this Agreement
nor any of the terms hereof or any other Operative Agreement may be terminated,
amended, supplemented, waived or modified except by an instrument in writing
signed by the party against which the enforcement of the termination,
amendment, supplement, waiver or modification shall be sought; provided,
notwithstanding the foregoing, to the extent any Operative Agreement
contemplates consideration of any issue by (a) the Majority Lenders, then
consideration of such issue shall be governed by the judgment of the Majority
Lenders or (b) all the Lenders, then consideration of such issue shall be
governed by the judgment of all the Lenders.  This Agreement may be terminated
by an agreement signed in writing by the Owner Trustee, the Holders, the
Lessee, the Lenders and the Agent.

         14.6.            Headings, etc.  The Table of Contents and headings of
the various Articles and Sections of this Agreement are for convenience of
reference only and shall not modify, define, expand or limit any of the terms
or provisions hereof.

         14.7.            Parties in Interest.  Except as expressly provided
herein, none of the provisions of this Agreement are intended for the benefit
of any Person except the parties hereto.

         14.8.            GOVERNING LAW; WAIVERS OF JURY TRIAL.  (a) THIS
AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF NORTH
CAROLINA AS TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.


                 (a)              EACH OF THE PARTIES HERETO IRREVOCABLY AND
         UNCONDITIONALLY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
         WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
         THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.





                                       70
<PAGE>   76
         14.9.            Severability.  Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

         14.10.           Liability Limited.


                 (a)              The Lenders, the Agent, the Lessee and the
         Holders each acknowledge and agree that the Owner Trustee is (except
         as otherwise expressly provided herein or therein) entering into this
         Agreement and the other Operative Agreements to which it is a party
         (other than the Trust Agreement and to the extent otherwise provided
         in Section 7.2 of this Agreement), solely in its capacity as trustee
         under the Trust Agreement and not in its individual capacity and that
         the Trust Company shall not be liable or accountable under any
         circumstances whatsoever in its individual capacity for or on account
         of any statements, representations, warranties, covenants or
         obligations stated to be those of the Owner Trustee, except for its
         own gross negligence or willful misconduct and as otherwise expressly
         provided herein or in the other Operative Agreements.


                 (b)              Anything to the contrary contained in this
         Agreement, the Credit Agreement, the Notes or in any other Operative
         Agreement notwithstanding, no Exculpated Person shall be personally
         liable in any respect for any liability or obligation hereunder or in
         any other Operative Agreement including without limitation the payment
         of the principal of, or interest on, the Notes, or for monetary
         damages for the breach of performance of any of the covenants
         contained in the Credit Agreement, the Notes, this Agreement, the
         Security Agreement, the Mortgage Instruments or any of the other
         Operative Agreements.  The Lenders and the Agent agree that, in the
         event the Agent or any Lender pursues any remedies available to them
         under the Credit Agreement, the Notes, this Agreement, the Security
         Agreement, the Mortgage Instruments or under any other Operative
         Agreement, neither the Lenders





                                       71
<PAGE>   77
         nor the Agent shall have any recourse against any Exculpated Person,
         for any deficiency, loss or Claim for monetary damages or otherwise
         resulting therefrom and recourse shall be had solely and exclusively
         against the Trust Estate and the Lessee (with respect to the Lessee's
         obligations under the Lease, the Participation Agreement and the
         Agency Agreement); but nothing contained herein shall be taken to
         prevent recourse against or the enforcement of remedies against the
         Trust Estate in respect of any and all liabilities, obligations and
         undertakings contained herein, in the Credit Agreement, in the Notes,
         in the Security Agreement, the Mortgage Instruments or in any other
         Operative Agreement.  Notwithstanding the provisions of this Section,
         nothing in this Agreement, the Credit Agreement, the Notes, the
         Security Agreement, the Mortgage Instruments or any other Operative
         Agreement shall: (i) constitute a waiver, release or discharge of any
         indebtedness or obligation evidenced by the Notes or arising under
         this Agreement, the Security Agreement, the Mortgage Instruments, the
         Credit Agreement or any other Operative Agreement or secured by the
         Security Agreement, the Mortgage Instruments or any other Operative
         Agreement, but the same shall continue until paid or discharged; (ii)
         relieve the Lessor or any Exculpated Person from liability and
         responsibility for (but only to the extent of the damages arising by
         reason of):  any fraud, gross negligence or willful misconduct on the
         part of the Lessor or any such Exculpated Person; (iii) relieve the
         Lessor or any Exculpated Person from liability and responsibility for
         (but only to the extent of the moneys misappropriated, misapplied or
         not turned over) (a) except for Excepted Payments, misappropriation or
         misapplication by the Lessor (i.e., application in a manner contrary
         to any Operative Agreement) of any insurance proceeds or condemnation
         award paid or delivered to the Lessor by any Person other than the
         Agent, (b) except for Excepted Payments, any deposits or any escrows
         or amounts owed by the Lessee under the Agency Agreement held by the
         Lessor or (c) except for Excepted Payments, any rents or other income
         received by the Lessor from the Lessee that are not turned over to the
         Agent; or (iv) affect or in any way limit the Agent's rights and
         remedies under any Operative Agreement with respect to the Rents and
         its rights and powers thereunder or to obtain a judgment against the
         Lessee's





                                       72
<PAGE>   78
         interest in the Property or to the extent the Lessee may be personally
         liable as otherwise contemplated in clauses (ii) and (iii) of this
         Section.

         14.11.           Rights of the Lessee.  Notwithstanding any provision
of the Operative Agreements, if at any time all obligations (i) of the Owner
Trustee under the Credit Agreement and the Security Documents and (ii) of the
Lessee under the Operative Agreements have in each case been satisfied or
discharged in full, then the Lessee shall be entitled to (a) terminate the
Lease and (b) receive all amounts then held under the Operative Agreements and
all proceeds with respect to the Property.  Upon the termination of the Lease
pursuant to the foregoing clause (a), the Lessor shall transfer to the Lessee
all of its right, title and interest free and clear of the Lien of the Lease
and all Lessor Liens in and to the Property then subject to the Lease in the
manner so provided in the Lease and any amounts or proceeds referred to in the
foregoing clause (b) shall be paid over to the Lessee.

         14.12.           Further Assurances.  The parties hereto shall
promptly cause to be taken, executed, acknowledged or delivered, at the sole
expense of the Lessee, all such further acts, conveyances, documents and
assurances as the other parties may from time to time reasonably request in
order to carry out and effectuate the intent and purposes of this Participation
Agreement, the other Operative Agreements and the transactions contemplated
hereby and thereby (including without limitation the preparation, execution and
filing of any and all Uniform Commercial Code financing statements, filings of
Mortgage Instruments and other filings or registrations which the parties
hereto may from time to time request to be filed or effected).  The Lessee, at
its own expense and without need of any prior request from any other party,
shall take such action as may be necessary (including without limitation any
action specified in the preceding sentence), or (if the Owner Trustee shall so
request) as so requested, in order to maintain and protect all security
interests provided for hereunder or under any other Operative Agreement.

         14.13.           Calculations under Operative Agreements.  The parties
hereto agree that all calculations and numerical





                                       73
<PAGE>   79
determinations to be made under the Operative Agreements by the Owner Trustee
shall be made by the Agent and that such calculations and determinations shall
be conclusive and binding on the parties hereto in the absence of manifest
error.

         14.14.           Confidentiality.  Each of the Owner Trustee, the
Holders, the Agent and the Lenders severally hereby agrees to use reasonable
efforts to keep confidential all non-public information pertaining to the
Lessee or its Subsidiaries which is provided to it by the Lessee or its
Subsidiaries and which an officer of the Lessee or any of its Subsidiaries has
requested in writing be kept confidential, and shall not intentionally disclose
such information to any Person except:


                 (a)              to the extent such information is public when
         received by such Person or becomes public thereafter due to the act or
         omission of any party other than such Person;


                 (b)              to the extent such information is lawfully
         and independently obtained from a source other than the Lessee or any
         of its Subsidiaries and such Person neither knows or has reason to
         know that such information from such source is subject to an
         obligation of confidentiality or, if such information is subject to an
         obligation of confidentiality, that disclosure of such information is
         permitted;


                 (c)              to counsel, auditors, accountants or agents
         retained by any such Person or any Affiliates of any such Person
         provided they agree to keep such information confidential as if such
         Person or Affiliate were party to this Agreement and to financial
         institution regulators, including without limitation examiners of any
         Lender, the Agent or the Owner Trustee, any Holder or any Affiliate in
         the course of examinations of such Persons;


                 (d)              in connection with any litigation or the
         enforcement or preservation of the rights of the Agent, the Owner
         Trustee, the Lessor, any Lender or any Holder under the Operative
         Agreements;


                 (e)              to the extent required by any applicable
         statute, rule or regulation or court order (including without





                                       74
<PAGE>   80
         limitation by way of subpoena) or pursuant to the request of any
         regulatory or Governmental Authority having jurisdiction over any such
         Person; provided, however, that such Person shall endeavor (if not
         otherwise prohibited by Law) to notify the Lessee prior to any
         disclosure made pursuant to this clause (e), except that no such
         Person shall be subject to any liability whatsoever for any failure to
         so notify the Lessee;


                 (f)              the Agent may disclose such information to
         the Lenders; or


                 (g)              to the extent disclosure to other financial
         institutions or other Persons is appropriate in connection with any
         proposed or actual (i) assignment or grant of a participation by any
         of the Lenders of interests in the Credit Agreement and/or any Note to
         such other financial institutions or (ii) assignment by any Holder of
         interests in the Trust Agreement to another Person; so long as such
         financial institution or other Person first agrees in writing to hold
         such information in confidence in accordance with the foregoing
         provisions of this Section 14.14.

                            [signature pages follow]





                                       75
<PAGE>   81
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.

                                        LCI INTERNATIONAL, INC., as the
                                        Construction Agent and as the Lessee

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

                                        FIRST SECURITY BANK, NATIONAL
                                        ASSOCIATION, not in its individual 
                                        capacity, except as expressly stated 
                                        herein, but solely as the Owner Trustee 
                                        under the Stuart Park Trust

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

                                        NATIONSBANK OF TEXAS, N.A., as a
                                        Holder, as a Lender and as the Agent

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

                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED

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




                                       76
<PAGE>   82
                                        THE BANK OF NEW YORK


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

                                        THE BANK OF NOVA SCOTIA


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

                                        PNC LEASING CORP


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

                                        THE FIRST NATIONAL BANK OF CHICAGO


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




                                       77
<PAGE>   83
                                   EXHIBIT A

                                REQUISITION FORM
      (Pursuant to Sections 4.2 and 5.2 of the Participation Agreement)

         LCI INTERNATIONAL, INC., a Delaware corporation (the "Company") hereby
certifies as true and correct and delivers the following Requisition to First
Security Bank, National Association, not individually, except as expressly
stated in the Participation Agreement (hereinafter defined), but solely as the
Owner Trustee under the Stuart Park Trust (the "Lessor"), NationsBank of Texas,
N.A., as the initial holder (together with subsequent holders, the "Holders"),
NationsBank of Texas, N.A., as the initial lender, (together with subsequent
Lenders, the "Lenders") and NationsBank of Texas, N.A., as administrative agent
for the Lenders pursuant to the Credit Agreement (the "Agent"):

         Reference is made herein to that certain Participation Agreement dated
as of November __, 1996 (as such may be amended from time to time, the
"Participation  Agreement") among the Company, in its capacity as the Lessee
and as the Construction Agent, the Lessor, the Holders, the Lenders and the
Agent.  Capitalized terms used herein but not otherwise defined herein shall
have the meanings set forth therefor in the Participation Agreement.

Check one:
         ____ INITIAL CLOSING DATE:  ________________
         (three (3) Business Days prior notice required for Advance)

         ____ LAND CLOSING DATE: _________________
         (three (3) Business Days prior notice required for Advance)

         ____ CONSTRUCTION ADVANCE DATE: ______________
         (three (3) Business Days prior notice required for Advance)

15.      Transaction Expenses and other fees, expenses and disbursements under
         Section 9.1(a) or (b) of the Participation Agreement and any and all
         other amounts contemplated to be financed under the Participation
         Agreement including without limitation any Work, broker's fees, taxes,





                                      A-1
<PAGE>   84
         recording fees and the like (with supporting invoices or closing
         statement attached):

<TABLE>
<CAPTION>
                 Party to Whom                        Amount Owed
                 Amount is Owed                     (in U.S. Dollars)
<S>              <C>                                <C>

                 ------------------------           -----------------------
------
                 ------------------------           -----------------------
------
                 ------------------------           -----------------------
------
                 ------------------------           -----------------------
------
</TABLE>



16.      Description of Land (which shall be a legal description of the Land in
         connection with an Advance to pay Land Acquisition Costs and a street
         address for the Property): See attached Schedule 1


17.      Description of Improvements: See attached Schedule 2


18.      Description of Equipment: See attached Schedule 3


19.      Description of Work: See attached Schedule 4


20.      Aggregate Loans and Holder Advances requested since the Initial
         Closing Date with respect to the Property, including without
         limitation all amounts requested under this Requisition:

                 $__________________

         In connection with this Requisition, the Company hereby requests that
the Lenders make Loans to the Lessor in the amount of $_______________ and that
the Holders make Holder Advances to the Lessor in the amount of $_____________.
The Company hereby certifies (i) that the foregoing amounts requested do not
exceed the total aggregate of the Available Commitments plus the Available
Holder Commitments, (ii) each of the provisions of the Participation Agreement
applicable to the Loans and Holder Advances requested hereunder have been
complied with as of the date of this Requisition, (iii) no event has occurred
as described





                                      A-2
<PAGE>   85
in Section 3.3(i) or (ii) of the Agency Agreement that would cause the Property
not to be completed by the Construction Termination Date, and (iv) the Property
will be completed by the Construction Termination Date.

         The Company has caused this Requisition to the executed by its duly
authorized officer as of this __________ day of ___________, 19___.

                                        LCI INTERNATIONAL, INC.

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




                                      A-3
<PAGE>   86
                                   SCHEDULE 1

                              Description of Land
                     (Legal Description and Street Address)





                                       1
<PAGE>   87
                                   SCHEDULE 2

                          Description of Improvements





                                       2
<PAGE>   88
                                   SCHEDULE 3

                            Description of Equipment

<TABLE>
<CAPTION>
===============================================================================================
   General Description                  Make                  Model               Serial Number
   -------------------                  ----                  -----               -------------
   <S>                                  <C>                   <C>                 <C>
-----------------------------------------------------------------------------------------------   

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

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

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

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

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

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

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

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

===============================================================================================
</TABLE>


                                       3
<PAGE>   89
                                   SCHEDULE 4

                                      Work

               Work Performed for which the Advance is requested:
               --------------------------------------------------

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

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




                                       4
<PAGE>   90
                                   EXHIBIT B

                            LCI INTERNATIONAL, INC.

                             OFFICER'S CERTIFICATE

            (Pursuant to Section 5.5 of the Participation Agreement)

LCI INTERNATIONAL, INC. a Delaware corporation (the "Company") DOES HEREBY
CERTIFY as follows:

21.      The address for the subject Property is _________________ Ballston,
         Virginia.


22.      The Completion Date for the construction of Improvements at the
         Property occurred on ___________.


23.      The aggregate Property Cost for the Property was $_________.


24.      Attached hereto as Schedule I is the detailed, itemized documentation
         supporting the asserted Property Cost figures.


25.      All Improvements have been made in accordance with all applicable
         Legal Requirements, in a good and workmanlike manner and otherwise in
         full compliance with the standards and practices of the Company with
         respect to Company-owned properties and improvements.


26.      All Equipment has been acquired, installed and is operational and all
         Improvements have been made in accordance with all applicable material
         Legal Requirements in a good and workmanlike manner in accordance with
         the Plans and Specifications (except to the extent that any deviation
         from the Plans and Specifications could not reasonably be expected to
         materially impair the value, utility, economic life or operation of
         the Property) and otherwise in full compliance with the standards and
         practices of the Company with respect to Company-owned equipment,
         properties and additions.


27.      All consents, licenses, permits, authorizations, assignments and
         building permits required as of such date by all material Legal
         Requirements or pursuant to the terms of any contract,





                                      B-1
<PAGE>   91
         indenture, instrument or agreement for the acquisition, ownership,
         construction, completion, occupancy, operation, leasing or subleasing
         of the Property have been obtained and are in full force and effect,
         except to the extent that the failure to so obtain would not
         reasonably be expected to, individually or in the aggregate, have a
         Material Adverse Effect.


28.      Attached hereto as Schedule II is the environmental inspection
         required by Section 10.3 of the Lease.


29.      All requirements of the County of Arlington respecting the
         construction of a public park and the granting of a permanent easement
         to the County of Arlington or other governmental body respecting the
         same have been fully complied with, the park has been accepted by the
         applicable municipal authority and all rights of the County of
         Arlington and its successors and assigns to cause a reversion of title
         to all or any portion of the Land have terminated and have been
         cancelled of record.

Capitalized terms used in this Officer's Certificate and not otherwise defined
have the respective meanings ascribed thereto in the Participation Agreement
dated as of November __, 19___ among the Company, as the Lessee, NationsBank of
Texas, N.A., as the initial Holder and the initial Lender, First Security Bank,
National Association, as the Owner Trustee and NationsBank of Texas, N.A., as
the Agent.

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be
duly executed and delivered as of this ______ day of _____________, 199__.

                                        LCI INTERNATIONAL, INC.

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





                                      B-2
<PAGE>   92
                                   Schedule I

         (Itemized Documentation in Support of Asserted Property Cost)





                                       1
<PAGE>   93
                                  Schedule II

             (Environmental Report Under Section 10.3 of the Lease)





                                       1
<PAGE>   94
                                   EXHIBIT C

                    [Outside Counsel Opinion for the Lessee]
          (Pursuant to Section 6.1(c) of the Participation Agreement)


                               __________, 19___



TO THOSE ON THE ATTACHED DISTRIBUTION LIST

         Re:     Lease Financing Provided in favor of LCI International, Inc.

Dear Sirs:

We have acted as special counsel to LCI International, Inc., a Delaware
corporation (the "Lessee") in connection with certain transactions contemplated
by the Participation Agreement dated as of ____________, 1996 (the
"Participation Agreement"), among the Lessee, First Security Bank, National
Association (the "Owner Trustee"), NationsBank of Texas, N.A., as the initial
Holder (together with subsequent holders, the "Holders"), NationsBank of Texas,
N.A., as the initial lender, (together with subsequent lenders, the "Lenders"),
and NationsBank of Texas, N.A., as the administrative agent for the Lenders
(the "Agent").  This opinion is delivered pursuant to Section 6.1(c) of the
Participation Agreement.  All capitalized terms used herein, and not otherwise
defined herein, shall have the meanings assigned thereto in Appendix A to the
Participation Agreement.

In connection with the foregoing, we have examined originals, or copies
certified to our satisfaction, of the Operative Agreements, and such other
corporate documents and records of the Lessee, certificates of public officials
and representatives of the Lessee as to certain factual matters, and such other
instruments and documents which we have deemed necessary or advisable to
examine for the purpose of this opinion.  With respect to such examination, we
have assumed (i) the statements of fact made in all such certificates,
documents and instruments are true, accurate and complete; (ii) the due
authorization, execution and





                                      C-1
<PAGE>   95
To Those On The Attached Distribution List
_____________. 1996
Page 2


delivery of the Operative Agreements by the parties thereto other than the
Lessee; (iii) the genuineness of all signatures (other than the signatures of
persons signing on behalf of the Lessee), the authenticity and completeness of
all documents, certificates, instruments, records and corporate records
submitted to us as originals and the conformity to the original instruments of
all documents submitted to us as copies, and the authenticity and completeness
of the originals of such copies; (iv) that all parties other than the Lessee
have all requisite corporate power and authority to execute, deliver and
perform the Operative Agreements; and (v) the enforceability of the Operative
Agreements against all parties thereto other than the Lessee and respecting the
opinion set forth below in section (i), First Security Bank, National
Association, individually or as the Owner Trustee, as the case may be.

Based on the foregoing, and having due regard for such legal considerations as
we deem relevant, and subject to the limitations and assumptions set forth
herein, including without limitation the matters set forth in the last two (2)
paragraphs hereof, we are of the opinion that:

         1.               The Lessee is a corporation duly incorporated,
validly existing and in good standing under the laws of Delaware and has the
power and authority to conduct its business as presently conducted and to
execute, deliver and perform its obligations under the Operative Agreements to
which it is a party.  The Lessee is duly qualified to do business in all
jurisdictions in which its failure to so qualify would materially impair its
ability to perform its obligations under the Operative Agreements to which it
is a party or its financial position or its business as now and now proposed to
be conducted.

         2.               The execution, delivery and performance by the Lessee
of the Operative Agreements (including the Guaranty) to which it is a party
have been duly authorized by all necessary corporate action on the part of the
Lessee and the Operative Agreements to





                                      C-2
<PAGE>   96
To Those On The Attached Distribution List
_____________. 1996
Page 2


which the Lessee is a party have been duly executed and delivered by the
Lessee.

         3.               The Operative Agreements (including the Guaranty) to
which the Lessee is a party constitute valid and binding obligations of the
Lessee enforceable against the Lessee in accordance with the terms thereof,
subject to bankruptcy, insolvency, liquidation, reorganization, fraudulent
conveyance, and similar laws affecting creditors, rights generally, and general
principles of equity (regardless of whether the application of such principles
is considered in a proceeding in equity or at law).

         4.               The execution and delivery by the Lessee of the
Operative Agreements (including the Guaranty) to which it is a party and
compliance by the Lessee with all of the provisions thereof do not and will not
(i) contravene the provisions of, or result in any breach of or constitute any
default under, or result in the creation of any Lien (other than Permitted
Liens) upon any of its property under, its Articles of Incorporation or By-Laws
or any indenture, mortgage, chattel mortgage, deed of trust, lease, conditional
sales contract, bank loan or credit agreement or other agreement or instrument
to which the Lessee is a party or by which it or any of its property may be
bound or affected, or (ii) contravene any Laws or any order of any Governmental
Authority applicable to or binding on the Lessee.

         5.               No Governmental Action by, and no notice to or filing
with, any Governmental Authority is required for the due execution, delivery or
performance by the Lessee of any of the Operative Agreements to which it is a
party or for the acquisition, ownership, construction and completion of the
Property, except for those which have been obtained.

         6.               Except as set forth on Schedule 1 hereto, there are
no actions, suits or proceedings pending or to our knowledge, threatened
against the Lessee in any court or before any





                                      C-3
<PAGE>   97
To Those On The Attached Distribution List
_____________. 1996
Page 2


Governmental Authority, that concern the Property or the Lessee's interest
therein or that question the validity or enforceability of any Operative
Agreement to which the Lessee is a party or the overall transaction described
in the Operative Agreements to which the Lessee is a party.

         7.      Neither the nature of the Property, nor any relationship
between the Lessee and any other Person, nor any circumstance in connection
with the execution, delivery and performance of the Operative Agreements to
which the Lessee is a party is such as to require any approval of stockholders
of, or approval or consent of any trustee or holders of indebtedness of, the
Lessee, except for such approvals and consents which have been duly obtained
and are in full force and effect.

        8.       The Security Documents which have been executed and delivered
as of the date of this opinion create, for the benefit of the Agent, the
security interests in the Collateral described therein which by their terms
such Security Documents purport to create.  The Mortgage Instruments and UCC
fixture filings relating thereto (attached hereto as Schedules 2 and 3,
respectively) are in proper form for recording and/or filing with the offices
of the county clerks where the Property is located.  Upon filing of each
Mortgage Instrument and UCC fixture filing in such offices, the Agent will have
a valid, perfected lien and security interest in the portion of the Collateral
described in such Mortgage Instrument or UCC fixture filing to the extent such
Collateral is comprised of real property and/or fixtures.  The UCC financing
statements relating to the other Security Documents (attached hereto as
Schedule 4) are in proper form for recording and/or filing with the offices of
(i) the county clerks where (A) the principal place of business of the Lessee
is located and (B) the Property is located and (ii) the Secretary of State
where (A) the principal place of business of the Lessee is located and (B) the
Property is located.  Upon filing of such UCC-1 financing statements in such
offices, the Agent will have a valid, perfected





                                      C-4
<PAGE>   98
To Those On The Attached Distribution List
_____________. 1996
Page 2


lien and security interest in that portion of the Collateral which can be
perfected  by such filing under Article 9 of the UCC.

         9.               The Operative Agreements to which First Security
Bank, National Association, individually or as the Owner Trustee, is a party
constitute valid and binding obligations of such party and are enforceable
against First Security Bank, National Association, individually or as the Owner
Trustee, as the case may be, in accordance with the terms thereof, subject to
bankruptcy, insolvency, liquidation, reorganization, fraudulent conveyance, and
similar laws affecting creditors, rights generally, and general principles of
equity (regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

         10.              The execution and delivery by First Security Bank,
National Association, individually or as the Owner Trustee, as the case may be,
of the Operative Agreements to which it is a party and compliance by First
Security Bank, National Association, individually or as the Owner Trustee, with
all of the provisions thereof do not and will not contravene any law, rule or
regulation of the Commonwealth of Virginia or the State of North Carolina.

         11.              The issuance, sale and delivery of the Notes and the
issuance and delivery of the Certificates under the circumstances contemplated
by the Participation Agreement do not, under existing law, require registration
of the Notes or the Certificates being issued on the date hereof under the
Securities Act of 1933, as amended, or the qualification of the Loan Agreement
under the Trust Indenture Act of 1939, as amended.

         12.              By reason of their participation in the transaction
contemplated under the Operative Agreements, none of the Agent, the Lenders,
the Holders or the Owner Trustee has to (a) qualify as a foreign corporation in
the Commonwealth of Virginia or the State of North Carolina, (b) file any
application or any designation for service of process in the Commonwealth of
Virginia





                                      C-5
<PAGE>   99
To Those On The Attached Distribution List
_____________. 1996
Page 2


or the State of North Carolina or (c) pay any franchise, income, sales, excise,
stamp or other taxes of any kind to the Commonwealth of Virginia or the State
of North Carolina.

         13.              The provisions in the Operative Agreements concerning
Rent, interest, fees, prepayment premiums and other similar charges do not
violate the usury laws or other similar laws regulating the use or forbearance
of money of the Commonwealth of Virginia or the State of North Carolina.

         14.              Title to the Property may be held in the name of the
Owner Trustee as follows: First Security Bank, National Association, not
individually, but solely as the Owner Trustee under the Stuart Park Trust.

         15.              If the transactions contemplated by the Operative
Agreements are characterized as a lease transaction by a court of law of
competent jurisdiction in the Commonwealth of Virginia, the Lease and the forms
of Lease Supplement are in form sufficient under the laws of the Commonwealth
of Virginia to demise to the Lessee a valid leasehold interest in the Property.
The forms of Memoranda of Lease, when recorded with the recording offices of
the respective county clerks for the counties where the Property is to be
located, will have been filed or recorded in all public offices in the
Commonwealth of Virginia in which filing or recording is necessary to provide
constructive notice of the Lease to third Persons and to establish of record
the interest of the Lessor thereunder as to the Property appropriately
described in such Memoranda of Lease.

         16.              If the transactions contemplated by the Operative
Agreements are characterized as a loan transaction by a court of competent
jurisdiction in the Commonwealth of Virginia, the combination of the Deeds
relating to the Property described in the Lease Supplements, the Lease and such
Lease Supplements (and the other Operative Agreements incorporated therein by
reference) are sufficient under the laws of such states to create a valid,





                                      C-6
<PAGE>   100
To Those On The Attached Distribution List
_____________. 1996
Page 2


perfected lien or security interest in such Property, enforceable as a
mortgage, and, when the Deeds and the Memoranda of Lease relating to such
Property have been recorded with the recording offices of the respective county
clerks for the counties where the Property are located, such documents will
have been filed or recorded in all public offices in the Commonwealth of
Virginia in which filing or recording is necessary to perfect the lien of the
Lessor thereunder to the extent that such Property constitutes real property.

         This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters stated herein.  This opinion is
based on and is limited to the laws of the Commonwealth of Virginia, and the
federal laws of the United States of America.  Insofar as the foregoing opinion
relates to matters of law other than the foregoing, no opinion is hereby given.

This opinion is for the sole benefit of the Lessee, NationsBank of Texas, N.A.,
as the Agent, the Holders, the Lenders, First Security Bank, National
Association, not individually, but solely as the Owner Trustee under the Stuart
Park Trust and their respective successors and assigns and may not be relied
upon by any other person other than such parties and their respective
successors and assigns without the express written consent of the undersigned.
The opinions expressed herein are as of the date hereof and we make no
undertaking to amend or supplement such opinions if facts come to our attention
or changes in the current law of the jurisdictions mentioned herein occur which
could affect such opinions.

                                        Very truly yours,

                                        [LESSEE'S OUTSIDE COUNSEL]





                                      C-7
<PAGE>   101
                              Distribution List


NationsBank of Texas, N.A., as the Agent, a Holder and a Lender

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the Stuart Park Trust.

The Industrial Bank of Japan, a Holder and a Lender

The Bank of New York, a Holder and a Lender

The Bank of Nova Scotia, a Holder and a Lender

PNC Leasing Corp, a Holder and a Lender

The First National Bank of Chicago, a Holder and a Lender





                                      C-8
<PAGE>   102
                                   SCHEDULE 1

                                  (Litigation)





                                      C-9
<PAGE>   103
                                   SCHEDULE 2

                             (Mortgage Instruments)





                                      C-10
<PAGE>   104
                                   SCHEDULE 3

                             (UCC Fixture Filings)





                                      C-11
<PAGE>   105
                                   SCHEDULE 4

                           (UCC Financial Statements)





                                      C-12
<PAGE>   106
                                   EXHIBIT D

                            LCI INTERNATIONAL, INC.

                             OFFICER'S CERTIFICATE
          (Pursuant to Section 6.1(g) of the Participation Agreement)

         LCI INTERNATIONAL, INC., a Delaware corporation (the "Company") DOES
HEREBY CERTIFY as follows:

         30.     Each and every representation and warranty of the Company
                 contained in the Operative Agreements to which it is a party
                 is true and correct on and as of the date hereof.


         31.     No Default or Event of Default has occurred and is continuing
                 under any Operative Agreement.


         32.     Each Operative Agreement to which the Company is a party is in
                 full force and effect with respect to it.


         33.     The Company has duly performed and complied with all
                 covenants, agreements and conditions contained in the
                 Participation Agreement (hereinafter defined) or in any
                 Operative Agreement required to be performed or complied with
                 by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of November __, 1996 among the Company, as the Lessee,
NationsBank of Texas, N.A., as the initial holder (together with subsequent
holders, the "Holders"), NationsBank of Texas, N.A., as initial lender,
(together with subsequent lenders, the "Lenders") and NationsBank of Texas,
N.A., as administrative agent for the Lenders pursuant to the Credit Agreement
(the "Agent").

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be
duly executed and delivered as of this _____ day of November, 1996.





                                      D-1
<PAGE>   107
                                        LCI INTERNATIONAL, INC.

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




                                      D-2
<PAGE>   108
                                   EXHIBIT E

                            LCI INTERNATIONAL, INC.

                             OFFICER'S CERTIFICATE
          (Pursuant to Section 6.1(h) of the Participation Agreement)

         LCI INTERNATIONAL, INC., a Delaware corporation (the "Company") DOES
HEREBY CERTIFY as follows:

34.      Attached hereto as Schedule I is a true, correct and complete copy of
         the resolutions of the Board of Directors of the Company duly adopted
         by the Board of Directors of the Company on November __, 1996.  Such
         resolutions have not been amended, modified or rescinded since their
         date of adoption and remain in full force and effect as of the date
         hereof.


35.      Attached hereto as Schedule II is a true, correct and complete copy of
         the Articles of Incorporation of the Company on file in the Office of
         the Secretary of State of the State of Delaware.  Such Articles of
         Incorporation have not been amended, modified or rescinded since their
         date of adoption and remain in full force and effect as of the date
         hereof.


36.      Attached hereto as Schedule III is a true, correct and complete copy
         of the By-laws of the Company.  Such By-laws have not been amended,
         modified or rescinded since their date of adoption and remain in full
         force and effect as of the date hereof.


37.      The persons named below now hold the offices set forth opposite their
         names, and the signatures opposite their names and titles are their
         true and correct signatures.

<TABLE>
<CAPTION>
         Name            Office             Signature
         ----            ------             ---------
   <S>                <C>                <C>

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

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

   --------------     -------------      ---------------
</TABLE>


                                      E-1
<PAGE>   109

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

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be
duly executed and delivered as of this ______ day of November, 1996.

                                        LCI INTERNATIONAL, INC.

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




                                      E-2
<PAGE>   110
                                   SCHEDULE I

                               BOARD RESOLUTIONS





                                       1
<PAGE>   111
                                  SCHEDULE II

                           ARTICLES OF INCORPORATION





                                       2
<PAGE>   112
                                  SCHEDULE III

                                    BY-LAWS





                                       3
<PAGE>   113
                                   EXHIBIT F

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION

                             OFFICER'S CERTIFICATE
          (Pursuant to Section 6.2(d) of the Participation Agreement)

        FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, not individually (except with respect to paragraph 1 below, to the
extent any such representations and warranties are made in its individual
capacity) but solely as the owner trustee under the Stuart Park Trust (the
"Owner Trustee"), DOES HEREBY CERTIFY as follows:

38.      Each and every representation and warranty of the Owner Trustee
         contained in the Operative Agreements to which it is a party is true
         and correct on and as of the date hereof.


39.      Each Operative Agreement to which the Owner Trustee is a party is in
         full force and effect with respect to it.


40.      The Owner Trustee has duly performed and complied with all covenants,
         agreements and conditions contained in the Participation Agreement
         (hereinafter defined) or in any Operative Agreement required to be
         performed or complied with by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of November __, 1996 among LCI International, Inc., as the
Lessee, NationsBank of Texas, N.A., as the initial holder (together with
subsequent holders, the "Holders"), NationsBank of Texas, N.A., as the initial
lender, (together with subsequent lenders, the "Lenders") and NationsBank of
Texas, N.A., as administrative agent for the Lenders pursuant to the Credit
Agreement (the "Agent").

IN WITNESS WHEREOF, the Owner Trustee has caused this Officer's Certificate to
be duly executed and delivered as of this ____ day of November, 1996.





                                      F-1
<PAGE>   114
                                        FIRST SECURITY BANK, NATIONAL
                                        ASSOCIATION, not in its individual 
                                        capacity, except as expressly stated 
                                        herein, but solely as the Owner Trustee 
                                        under the Stuart Park Trust

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





                                      F-2
<PAGE>   115
EXHIBIT G

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION

                             OFFICER'S CERTIFICATE
          (Pursuant to Section 6.2(e) of the Participation Agreement)

                       CERTIFICATE OF ASSISTANT SECRETARY


        I, __________________, Senior Vice President and a duly elected and
qualified Assistant Secretary of the Board of Directors of First Security Bank,
National Association (the "Association"), hereby certify as follows:

        1.               The Association is a National Banking Association duly
organized, validly existing and in good standing under the laws of the United
States.  With respect thereto the following is noted:

        1.               Pursuant to Revised Statutes 324, et seq., as amended,
        12 U.S.C. 1, et seq., the Comptroller of the Currency charters and
        exercises regulatory and supervisory authority over all National
        Banking Associations;

        2.               On December 9, 1881, the First National Bank of
        Ogden, Utah was chartered as a National Banking Association under the
        laws of the United States and under Charter No. 2597;
        
        3.               On October 2, 1922, in connection with a
        consolidation of The First National Bank of Ogden, Ogden, Utah, and
        The Utah National Bank of Ogden, Ogden, Utah, the title was changed to
        "The First & Utah National Bank of Ogden"; on January 18, 1923, The
        First & Utah National Bank of Ogden changed its title to "First Utah
        National Bank of Ogden"; on January 19, 1926, the title was changed to
        "First National Bank of Ogden"; on February 24, 1934, the title was
        changed to "First Security Bank, National Association"; and





                                      G-1
<PAGE>   116
         4.      Security Bank, National Association, Ogden, Utah,
         continues to hold a valid certificate to do business as a National
         Banking Association.

         2.      The Association's Articles of Association, as amended, are in
full force and effect, and a true, correct and complete copy is attached hereto
as Exhibit A and incorporated herein by reference.  Said Articles were last
amended October 20, 1975, as required by law on notice at a duly called special
meeting of the shareholders of the Association.

         3.      The Association's By-Laws, as amended, are in full force and
effect; and a true, correct and complete copy is attached hereto as Exhibit B
and incorporated herein by reference.  Said ByLaws, still in full force and
effect, were adopted September 17, 1942, by resolution, after proper notice of
consideration and adoption of By-Laws was given to each and every shareholder,
at a regularly called meeting of the Board of Directors with a quorum present.

         4.      Pursuant to the authority vested in it by an Act of Congress
approved December 23, 1913 and known as the Federal Reserve Act, as amended,
the Federal Reserve Board (now the Board of Governors of the Federal Reserve
System) has granted to the Association now known as "First Security Bank,
National Association" of Ogden, Utah, the right to act, when not in
contravention of State or local law, as trustee, executor, administrator,
registrar of stocks and bonds, guardian of estates, assignee, receiver,
committee of estates of lunatics, or in any other fiduciary capacity in which
State banks, trust companies or other corporations which come into competition
with National Banks are permitted to act under the laws of the State of Utah;
and under the provisions of applicable law, the authority so granted remains in
full force and effect.

         5.      Pursuant to authority vested by Act of Congress (12 U.S.C. 92a
and 12 U.S.C. 481, as amended) the Comptroller of the Currency has issued
Regulation 9, as amended, dealing, in part, with the Fiduciary Powers of
National Banks, said regulation providing in subparagraph 9.7(a)(1-2):





                                      G-2
<PAGE>   117
         (a)              The board of directors is responsible for the proper
         exercise of fiduciary powers by the Bank.  All matters pertinent
         thereto, including the determination of policies, the investment and
         disposition of property held in fiduciary capacity, and the direction
         and review of the actions of all officers, employees, and committees
         utilized by the Bank in the exercise of its fiduciary powers, are the
         responsibility of the board.  In discharging this responsibility, the
         board of directors may assign, by action duly entered in the minutes,
         the administration of such of the Bank's fiduciary powers as it may
         consider proper to assign to such directors), officer(s), employee(s)
         or committee(s) as it may designate.

         (b)              No fiduciary account shall be accepted without the
         prior approval of the board, or of the director(s), officer(s), or
         committee(s) to whom the board may have designated the performance of
         that responsibility.

        6.               A Resolution relating to Exercise of Fiduciary Powers
was adopted by the Board of Directors at a meeting held July 26, 1994 at which
time there was a quorum present; said resolution is still in full force and
effect and has not been rescinded.  Said resolution is attached hereto as
Exhibit C and incorporated herein by reference.

        7.               A Resolution relating to the Designation of officers
and Employees to Exercise Fiduciary Powers was adopted by the Trust Policy
Committee at a meeting held February 7, 1996 at which time a quorum was
present; said resolution is still in full force and effect and has not been
rescinded.  Said resolution is attached hereto as Exhibit D and is incorporated
herein by reference.

        8.               Attached hereto as Exhibit E and incorporated herein
by reference, is a listing of facsimile signatures of persons authorized
(herein "Authorized Signatory or Signatories") on behalf of the Association and
its Trust Group to act in exercise of its fiduciary powers subject to the
resolutions in Paragraphs 6 and 7, above.





                                      G-3
<PAGE>   118
        9.               The principal office of the First Security Bank,
National Association, Trust Group and of its departments, except for the St.
George, Utah, Ogden, Utah, and Provo, Utah, branch offices, is located at 79
South Main Street, Salt Lake City, Utah 84111 and all records relating to
fiduciary accounts are located at such principal office of the Trust Group or
in storage facilities within Salt Lake County, Utah, except for those of the
Ogden, Utah, St. George, Utah, and Provo, Utah, branch offices, which are
located at said office.

        10.              Each Authorized Signatory (i) is a duly elected or
appointed, duly qualified officer or employee of the Association; (ii) holds
the office or job title set forth below his or her name on the date hereof;
(iii) and the facsimile signature appearing opposite the name of each such
officer or employee is a true replica of his or her signature.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Association this ___ day of November, 1996.



(SEAL)


                                  -------------------------
                                  -------------------------
                                  -----------Vice President
                                  Assistant Secretary





                                      G-4
<PAGE>   119
                                           (Attached to Certificate of Assistant
                                               Secretary of First Security Bank,
                                                           National Association)
                                   EXHIBIT A

                            ARTICLES OF ASSOCIATION





                                       1
<PAGE>   120
                                           (Attached to Certificate of Assistant
                                               Secretary of First Security Bank,
                                                           National Association)
                                   EXHIBIT B

                                    BY-LAWS





                                       2
<PAGE>   121
                                           (Attached to Certificate of Assistant
                                               Secretary of First Security Bank,
                                                           National Association)
                                   EXHIBIT C

                             RESOLUTION RELATING TO
                          EXERCISE OF FIDUCIARY POWERS





                                       3
<PAGE>   122
                                           (Attached to Certificate of Assistant
                                               Secretary of First Security Bank,
                                                           National Association)
                                   EXHIBIT D

                           RESOLUTION RELATING TO THE
                     DESIGNATION OF OFFICERS AND EMPLOYEES
                          TO EXERCISE FIDUCIARY POWERS





                                       4
<PAGE>   123
                                           (Attached to Certificate of Assistant
                                               Secretary of First Security Bank,
                                                           National Association)
                                   EXHIBIT E

                      AUTHORIZED SIGNATORY OR SIGNATORIES





                                       5
<PAGE>   124
                                   EXHIBIT H

                 [The Owner Trustee's Outside Counsel Opinion]
                       (Pursuant to Section 6.2(f) of the
                            Participation Agreement)

                               ___________, 1996

TO THOSE ON THE ATTACHED DISTRIBUTION LIST

Re:  Trust Agreement dated as of November __, 1996

Dear Sirs:

We have acted as special counsel for First Security Bank, National Association,
a national banking association, in its individual capacity ("FSB") and in its
capacity as trustee (the "Owner Trustee") under the Trust Agreement dated as of
November, 1996 (the "Trust Agreement") by and among it, NationsBank of Texas,
N.A. (together with subsequent holders, the "Holders"), in connection with the
execution and delivery by the Owner Trustee of the Operative Agreements to
which it is a party.  Except as otherwise defined herein, the terms used herein
shall have the meanings set forth in Appendix A to the Participation Agreement
dated as of November __, 1996 (the "Participation Agreement") by and among LCI
International, Inc., First Security Bank, National Association, in its
individual capacity as expressly set forth therein and otherwise as the Owner
Trustee and NationsBank of Texas, N.A., as the Agent, the initial Holder
(together with subsequent holders, the "Holders") and the initial Lender
(together with subsequent lenders, the "Lenders").

We have examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for the purpose of rendering this opinion.

Based upon the foregoing, we are of the opinion that:

         11.              FSB is a national banking association duly organized,
         validly existing and in good standing under the laws of





                                      H-1
<PAGE>   125
         United States of America and each of FSB and the Owner Trustee has
         under the laws of the State of Utah and federal banking law the power
         and authority to enter into and perform its obligations under the
         Trust Agreement and each other Operative Agreement to which it is a
         party.

         12.              The Owner Trustee is the duly appointed trustee under
         the Trust Agreement.

         13.              Trust Agreement has been duly authorized, executed
         and delivered by one (1) of the officers of FSB and, assuming due
         authorization, execution and delivery by the Holders, is a legal,
         valid and binding obligation of the Owner Trustee (and to the extent
         set forth therein, against FSB), enforceable against the Owner Trustee
         (and to the extent set forth therein, against FSB) in accordance with
         its terms, and the Trust Agreement creates under the laws of the State
         of Utah for the Holders the beneficial interest in the Trust Estate it
         purports to create and is a valid trust under the laws of the State of
         Utah.

         14.              The Operative Agreements to which it is party have
         been duly authorized, executed and delivered by FSB, and, assuming due
         authorization, execution and delivery by the other parties thereto,
         are legal, valid and binding obligations of FSB, enforceable against
         FSB in accordance with their respective terms.

         15.              The Operative Agreements to which it is party have
         been duly authorized, executed and delivered by the Owner Trustee,
         and, assuming due authorization, execution and delivery by the other
         parties thereto, are legal, valid and binding obligations of the Owner
         Trustee, enforceable against the Owner Trustee in accordance with
         their respective terms.  The Notes and the Certificates have been duly
         issued, executed and delivered by the Owner Trustee, pursuant to
         authorization contained in the Trust Agreement, and the Certificates
         are entitled to the benefits and security afforded by the Trust
         Agreement in accordance with its terms and the terms of the Trust
         Agreement.





                                      H-2
<PAGE>   126

         16.              The execution and delivery by each of FSB and the
         Owner Trustee of the Trust Agreement and the Operative Agreements to
         which it is a party, and compliance by FSB or the Owner Trustee, as
         the case may be, with all of the provisions thereof do not and will
         not contravene any Laws applicable to or binding on FSB, or as the
         Owner Trustee, or contravene the provisions of, or constitute a
         default under, its charter documents or by-laws or, to our knowledge
         after due inquiry, any indenture, mortgage contract or other agreement
         or instrument to which FSB or the Owner Trustee is a party or by which
         it or any of its property may be bound or affected.

         17.              The execution and delivery of the Operative
         Agreements by each of FSB and the Owner Trustee and the performance by
         each of FSB and the Owner Trustee of their respective obligations
         thereunder does not require on or prior to the date hereof the consent
         or approval of, the giving of notice to, the registration or filing
         with, or the taking of any action in respect of any Governmental
         Authority or any court.

         18.              Assuming that the trust created by the Trust
         Agreement is treated as a grantor trust for federal income tax
         purposes within the contemplation of Section 671 through 678 of the
         Internal Revenue Code of 1986, there are no fees, taxes, or other
         charges (except taxes imposed on fees payable to the Owner Trustee)
         payable to the State of Utah or any political subdivision thereof in
         connection with the execution, delivery or performance by the Owner
         Trustee, the Agent, the Lenders, the Lessee or the Holders, as the
         case may be, of the Operative Agreements or in connection with the
         acquisition of the Property by the Owner Trustee or in connection with
         the making by any Holder of its investment in the Trust or its
         acquisition of the beneficial interest in the Trust Estate or in
         connection with the issuance and acquisition of the Certificates, or
         the Notes, and neither the Owner Trustee, the Trust Estate nor the
         trust created by the Trust Agreement will be subject to any fee, tax
         or other governmental charge (except taxes on fees payable to the
         Owner Trustee) under the laws of the State of Utah or any political
         subdivision thereof on, based on or measured by, directly or
         indirectly, the gross receipts, net income or





                                      H-3
<PAGE>   127
         value of the Trust Estate by reason of the creation or continued
         existence of the trust under the terms of the Trust Agreement pursuant
         to the laws of the State of Utah or the Owner Trustee's performance of
         its duties under the Trust Agreement.

         19.              There is no fee, tax or other governmental charge
         under the laws of the State of Utah or any political subdivision
         thereof in existence on the date hereof on, based on or measured by
         any payments under the Certificates, Notes or the beneficial interests
         in the Trust Estate, by reason of the creation of the trust under the
         Trust Agreement pursuant to the laws of the State of Utah or the Owner
         Trustee's performance of its duties under the Trust Agreement within
         the State of Utah.

         20.              Upon the filing of the financing statement on form
         UCC-1 in the form attached hereto as Exhibit A with the ___________,
         the Agent's security interest in the Trust Estate, for the benefit of
         the Lenders, will be perfected, to the extent that such perfection is
         governed by Article 9 of the Uniform Commercial Code as in effect in
         the State of Utah (the "Utah UCC").

Your attention is directed to the Utah UCC, which provides, in part, that a
filed financing statement which does not state a maturity date or which states
a maturity date of more than five (5) years is effective only for a period of
five (5) years from the date of filing, unless within six (6) months prior to
the expiration of said period a continuation statement is filed in the same
office or offices in which the original statement was filed.  The continuation
statement must be signed by the secured party, identify the original statement
by file number and state that the original statement is still effective.  Upon
the timely filing of a continuation statement, the effectiveness of the
original financing statement is continued for five (5) years after the last
date to which the original statement was effective.  Succeeding continuation
statements may be filed in the same manner to continue the effectiveness of the
original statement.





                                      H-4
<PAGE>   128
The opinions set forth in paragraphs 3 and 4 above are subject to the
qualification that enforceability of the Trust Agreement and the other
Operative Agreements to which the Owner Trustee is a party, in accordance with
their respective terms, may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting enforcement of creditors,
rights generally.

We are attorneys admitted to practice in the State of Utah and in rendering the
foregoing opinions we have not passed upon, or purported to pass upon, the laws
of any jurisdictions other than the State of Utah and the federal banking law
governing the banking and trust powers of FSB.

This opinion is for the sole benefit of LCI International, Inc., NationsBank of
Texas, N.A, as the Agent, the Lenders, the Holders, FSB, not individually, but
solely as the Owner Trustee under the Stuart Park Trust and their respective
successors and assigns and may not be relied upon by any other person other
than such parties and their respective successors and assigns without the
express written consent of the undersigned.  The opinions expressed herein are
as of the date hereof and we make no undertaking to amend or supplement such
opinions if facts come to our attention or changes in the current law of the
jurisdictions mentioned herein occur which could affect such opinions.

                                   Very truly yours,

                                   (Name of the Owner Trustee's 
                                   Outside Counsel]





                                      H-5
<PAGE>   129
                               Distribution List

NationsBank of Texas, N.A., as the Agent, a Holder and a Lender

LCI International, Inc.

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the Stuart Park Trust

The Lenders

The Holders





                                       1
<PAGE>   130
                                  EXHIBIT I

                      [Description of Material Litigation]
          (Pursuant to Section 7.3(d) of the Participation Agreement)


                                      NONE





                                      I-1
<PAGE>   131
                                   EXHIBIT J

                         SKIDMORE, OWINGS & MERRILL LLP

                            ARCHITECT'S CERTIFICATE

          (Pursuant to Section 5.3(q) of the Participation Agreement)

        Skidmore, Owings & Merrill LLP, a New York Limited Liability
Partnership (the "Company") DOES HEREBY CERTIFY as follows:

21.      The Company has served as architect in connection with the preparation
         of, and has prepared (or will prepare), architectural plans and
         specifications (collectively, the "Plans and Specifications") for a
         project consisting of the construction of an office tower of
         approximately 306,000 square feet together with an approximately
         620-space underground parking garage (the "Intended Use") located on
         approximately half of a city block bounded by Fairfax Drive, Taylor
         Street and Stuart Street in Arlington County, Virginia.  The Company
         has performed, or will perform, certain specified architectural design
         work in connection with the development of the project pursuant to
         that certain contract to be executed by and between the Company and
         LCI International (the "Contract").  Pursuant to the Contract, the
         Company will act as the architect during the development of the
         Project.


22.      The Plans and specifications provide, or will provide, for the
         construction referred to above, which, when completed in conformity
         with the Construction Contract Documents, which include the Plans and
         Specifications, will comply with the requirements of applicable laws
         of governmental authorities having jurisdiction thereof including
         zoning, land use and applicable codes and regulations of municipal and
         county authorities including, the Site Plan Amendment #256 approved
         August 3, 1996, by the Arlington County Board and attached hereto as
         Exhibit A (the "1996 Site Plan Approval").  We are not aware of any
         fact or circumstance which would preclude the issuance of permits
         required by any applicable governmental authority, including those
         required under or in





                                      J-1
<PAGE>   132
         connection with the 1996 Site Plan Approval in order to permit the
         development and construction of the Project in a timely manner.  Based
         on our knowledge, information and belief, there are no facts or issues
         outstanding with respect to the construction of the Project in
         accordance with the 1996 Site Plan Approval and Plans and
         Specifications which would cause any material delay or otherwise
         impair the issuances of all applicable permits for the construction of
         the Project in a timely manner or which would materially impair or
         delay construction of the Project in a timely manner.


23.      The Plans and Specifications have been (or will be) prepared in
         accordance with the standards of sound architectural practice and same
         will specify that only new materials will be utilized.  If completed
         in accordance with the Plans and Specifications, the Project is
         expected to be of sound structure and constructed for its Intended
         Use.


24.      It is our opinion that, upon completion of the Project in conformity
         with the Plans and Specifications, all applicable permits, licenses,
         and certificates of occupancy to permit the use and operation of the
         Project for its Intended Use will be obtainable.


25.      We are not informed of, and have no knowledge of, any outstanding
         violations of any applicable law, rules, regulations, or ordinances
         with respect to the Project.


26.      The requirements for parking and building setback lines are governed
         by the 1996 Site Plan Approval, and the Plans and Specifications will
         comply therewith.  The Drawings and Specifications indicate ingress
         and egress to the Project from Fairfax Drive and Taylor Streets, which
         is (are) dedicated to public use and accepted for maintenance by
         Arlington County.


27.      It is our understanding that there exists a requirement to provide
         twelve (12) parking spaces within the Project to First Virginia Bank,
         which is located on adjacent property.  This requirement is within the
         contemplation of the Plans and





                                      J-2
<PAGE>   133
         Specifications and said Plans and Specifications for the Project will
         provide for the required parking spaces as part of the parking
         required by the 1996 Site Plan Approval.


28.      If completed in accordance with the Plans and Specifications, the
         Project will comply with all lot area, height, floor area and bulk,
         front, rear and side yard setbacks, and parking requirements of zoning
         ordinances and other requirements of applicable governmental
         authorities which apply to the Project, standing alone, separate and
         distinct from any adjacent or contiguous parcel.


29.      If completed in accordance with the Plans and Specifications,
         satisfactory methods of vehicular and pedestrian access to, and egress
         from, the Project and adjoining or nearby public ways will be
         available, sufficient to meet the reasonable needs of the Project's
         Intended Use and all applicable requirements of public authorities.


30.      To the undersigned's best knowledge, the Plans and Specifications do
         not incorporate any asbestos, PCB's, ureaformaldehyde, radioactive
         material, or other toxic or hazardous wastes, materials, or product,
         as defined in federal, state, or local laws and regulations.

         This statement is made to the best of our professional knowledge,
information and belief as registered Architects and is based on observation and
other information available to us at the time our services were rendered and
you may share this conclusion with your lenders as needed as the project
progresses with the proviso that it is made according to our current level of
information and knowledge of your requirements.

         IN WITNESS WHEREOF, the Company has caused this Architect's
Certificate to be duly executed and delivered as of this ________ day of
______________, 199____.


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




                                      J-3
<PAGE>   134
                                   VIKA, INC.

                             ENGINEER'S CERTIFICATE

VIKA, Inc., A Maryland Corporation (the "Company") DOES HEREBY CERTIFY as
follows:

31.      The company has served as civil engineer in connection with the
         preparation of and has provided engineering drawings, (collectively,
         the "Plans and Specifications") for a project consisting of the
         construction of an office tower of approximately 306,000 square feet
         together with an approximately 620-space underground parking garage
         (the "Intended Use") located on approximately half of a city block
         bounded by North Fairfax Drive, North Taylor Street and North Stuart
         Street in Arlington County, Virginia.  The Company has performed, or
         will perform, certain specified engineering work in connection with
         the development of the project pursuant to that certain contract to be
         executed by and between the Company and LCI International (the
         "Contract").  Pursuant to the Contract, the Company will act as the
         civil engineer during the development of the project.


32.      The Plans and Specifications will comply with the requirements of
         applicable laws of governmental authorities having jurisdiction
         thereof, including zoning, land use and other applicable codes and
         regulations, including, the Site Plan Amendment #256 approved, August
         3, 1996, by the Arlington County Board.  Based upon our knowledge,
         information and belief, there are no facts or issues outstanding with
         respect to the construction of the Project in accordance with the 1996
         Site Plan Approval and Plans and Specifications which would cause any
         material delay or otherwise impair the issuances of all applicable
         permits for the construction of the project in a timely manner or
         which would materially impair or delay construction of the project in
         a timely manner.


33.      The Plans and Specifications have been (or will be) prepared in
         accordance with the standards of sound engineering practice.





                                      J-4
<PAGE>   135
34.      We are not informed of, and have no knowledge of any outstanding
         violations of any applicable law, rules, regulations, or ordinances
         with respect to the Project.

35.      If completed in accordance with the Plans and Specifications, the
         Project will comply with all the lot area, height, floor area and
         bulk, front, rear and side yard setbacks, and parking requirements of
         zoning ordinances and other requirements of applicable governmental
         authorities which apply to the Project, standing alone, separate and
         distinct from any adjacent or contiguous parcel.


36.      The Plans and Specifications require the following utilities:

         a.      Electricity
         b.      Telephone
         c.      Water
         d.      Sewer
         e.      Storm Sewer

37.      We have confirmed that all such utilities are available to the
         boundaries of the project and in a proper location and in sufficient
         size to adequately serve the project upon completion of the
         construction and service to the project will be obtained.


38.      The survey prepared by the Company dated August, 1996 and last revised
         on October 31, 1996 has been reviewed and based on said survey and
         review of the site, there are no structures or utility lines on the
         site of the project including, but not limited to, existing sanitary
         sewer and storm sewer lines and existing structures such as timber
         planters which will materially interfere with the construction of
         improvements at the site of the project.


39.      Upon completion of the project and in accordance with plans and
         specifications, design conditions are such that no drainage of surface
         or other water across the property of others, or over the site of the
         Project from land of others,





                                      J-5
<PAGE>   136
         is called for or indicated by the Plans and Specifications or required 
         for the Project.

         IN WITNESS WHEREOF, The Company has caused this Engineer's Certificate
         to be duly executed and delivered this 15th day of November, 1996.


BY:
   --------------------------------------
NAME:
     ------------------------------------
TITLE:
      -----------------------------------




                                      J-6
<PAGE>   137
                                   EXHIBIT K

                               [Form of Mortgage]
          (Pursuant to Section 5.3(m) of the Participation Agreement)





                                      K-1
<PAGE>   138
                                   EXHIBIT L

                          [Form of Security Agreement]
          (Pursuant to Section 5.3(m) of the Participation Agreement)





                                      K-2
<PAGE>   139
                                                                                
--------------------------------------------------------------------------------
                                   Appendix A
                         Rules of Usage and Definitions
--------------------------------------------------------------------------------
                                              40.  Rules of Usage

        The following rules of usage shall apply to this Appendix A and the
Operative Agreements (and each appendix, schedule, exhibit and annex to the
foregoing) unless otherwise required by the context or unless otherwise defined
therein:

                 1.               Except as otherwise expressly provided, any
        definitions set forth herein or in any other document shall be equally
        applicable to the singular and plural forms of the terms defined.


                 2.               Except as otherwise expressly provided,
        references in any document to articles, sections paragraphs, clauses,
        annexes, appendices, schedules or exhibits are references to articles,
        sections, paragraphs, clauses, annexes, appendices, schedules or
        exhibits in or to such document.


                 3.               The headings, subheadings and table of
        contents used in any document are solely for convenience of reference
        and shall not constitute a part of any such document nor shall they
        affect the meaning, construction or effect of any provision thereof.


                 4.               References to any Person shall include such
        Person, its successors and permitted assigns and transferees.


                 5.               Except as otherwise expressly provided,
        reference to any agreement means such agreement as amended, modified,
        extended, supplemented, restated and/or replaced from time to time in
        accordance with the applicable provisions thereof.


                 6.               Except as otherwise expressly provided,
        references to any law includes any amendment or modification to such
        law





                                   Appendix-1
<PAGE>   140
        and any rules or regulations issued thereunder or any law enacted in
        substitution or replacement therefor.


                 7.               When used in any document, words such as
        "hereunder", "hereto", "hereof" and "herein" and other words of like
        import shall, unless the context clearly indicates to the contrary,
        refer to the whole of the applicable document and not to any particular
        article, section, subsection, paragraph or clause thereof.

                 (h)              References to "including" means including 
         without limiting the generality of any description preceding such 
         term and for purposes hereof the rule of ejusdem generis shall not be 
         applicable to limit a general statement, followed by or referable to 
         an enumeration of specific matters, to matters similar to those 
         specifically mentioned.

                 9.               References herein to "attorney's fees",
         "legal fees", "costs of counsel" or other such references shall be
         deemed to include the allocated cost of in-house counsel.


                 10.              Each of the parties to the Operative
         Agreements and their counsel have reviewed and revised, or requested
         revisions to, the Operative Agreements, and the usual rule of
         construction that any ambiguities are to be resolved against the
         drafting party shall be inapplicable in the construing and
         interpretation of the Operative Agreements and any amendments or
         exhibits thereto.


                 11.              Capitalized terms used in any Operative
         Agreements which are not defined in this Appendix A but are defined in
         another Operative Agreement shall have the meaning so ascribed to such
         term in the applicable Operative Agreement.

                                        41.     Definitions

        "ABR" shall mean, for any day, a rate per annum equal to the greater of
(a) the Prime Lending Rate in effect on such day, and (b) the Federal Funds
Effective Rate in effect on such day plus one half of one percent (0.5%).  For
purposes hereof: "Prime Lending Rate" shall mean the rate which the Agent
announces from





                                   Appendix-2
<PAGE>   141
time to time as its prime lending rate as in effect from time to time.  The
Prime Lending Rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer.  Any Lender may make
commercial loans or other loans at rates of interest at, above or below the
Prime Lending Rate.  The Prime Lending Rate shall change automatically and
without notice from time to time as and when the prime lending rate of the
Agent changes.  "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate per annum equal for each day during such period to
the weighted average of the rates on overnight Federal funds transactions with
members or the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by the Agent from
three (3) Federal funds brokers of recognized standing selected by it.  Any
change in the ABR due to a change in the Prime Lending Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Lending Rate or the Federal Funds
Effective Rate, respectively.

        "ABR Holder Advance" shall mean a Holder Advance bearing a Holder Yield
based on the ABR.

        "ABR Loans" shall mean Loans the rate of interest applicable to which
is based upon the ABR.

        "Acceleration" shall have the meaning given to such term in Section 6
of the Credit Agreement.

        "Accounts" shall have the meaning given to such term in Section 1 of
the Security Agreement.

        "acquire" or "purchase" shall mean, with respect to the Property, Land
or any portion thereof, the acquisition or purchase of the Property, Land or
any portion thereof by the Lessor from any Person.





                                   Appendix-3
<PAGE>   142
        "Acquisition Advance" shall have the meaning given to such term in
Section 5.3 of the Participation Agreement.

        "Acquisition Loan" shall mean any Loan made in connection with an
Acquisition Advance.

        "Administrative Fee" shall mean an administration fee payable to the
Agent pursuant to Section 9.6 of the Participation Agreement.

        "Advance" shall mean a Construction Advance or an Acquisition Advance.

        "Advisory Fee" shall mean the Lease Advisory Fee payable by the Lessee
to the Agent for services rendered by the Agent respecting the Lease.

        "Affiliate" shall mean, with respect to any Person, any Person or group
acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person.  For the purposes of this definition, "control" (including without
limitation, with correlative meanings, the terms "controlled by" and "under
common control with") shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of management and policies of a Person,
whether through the ownership of voting securities or by contract or otherwise.

        "After Tax Basis" shall mean, with respect to any payment to be
received, the amount of such payment increased so that, after deduction of the
amount of all taxes required to be paid by the recipient calculated at the then
maximum marginal rates generally applicable to Persons of the same type as the
recipients (less any tax savings realized as a result of the payment of the
indemnified amount) with respect to the receipt by the recipient of such
amounts, such increased payment (as so reduced) is equal to the payment
otherwise required to be made.

        "Agency Agreement" shall mean the Agency Agreement, dated as of the
Initial Closing Date between the Construction Agent and the Lessor.





                                   Appendix-4
<PAGE>   143
        "Agency Agreement Event of Default" shall mean an "Event of Default" as
defined in Section 5.1 of the Agency Agreement.

        "Agent"  shall mean NationsBank of Texas, N.A., as administrative agent
for the Lenders pursuant to the Credit Agreement, or any successor agent
appointed in accordance with the terms of the Credit Agreement and respecting
the Security Documents, for the Lenders and the Holders, to the extent of their
interests.

        "Allocated Interest" shall mean with respect to the period the Property
is a Construction Period Property for which the Basic Term has not commenced,
as of any Scheduled Interest Payment Date, the amount of interest due and
payable on such date with respect to a portion of the Loans (which portion
shall be designated by the Borrower by written notice (the "Allocation Notice")
to the Agent) having an aggregate principal amount equal to the Construction
Loan Property Cost of the Property as of such date.

        "Allocated Return" shall mean, as of any Scheduled Interest Payment
Date with respect to the period the Property is a Construction Period Property
for which the Basic Term has not commenced, the amount of Holder Yield due and
payable on such date with respect to a portion of the Holder Advances (which
portion shall be designated by the Owner Trustee by written notice to the
Holders) having an aggregate stated amount equal to the Holder Property Cost of
the Property as of such date.

        "Allocation Notice" shall have the meaning given to such term in the
definition of "Allocated Interest."

        "Applicable Percentage" shall mean with respect to the applicable Level
Status, the applicable rate per annum set forth opposite such Level Status:



--------------------------------------------------------------------------------
                                                              Applicable
             Level Status                                     Percentage
                                                                 for
                                                           Eurodollar Loans
--------------------------------------------------------------------------------






                                   Appendix-5
<PAGE>   144
<TABLE>
--------------------------------------------------------------------------------
  <S>                                                            <C>
  Level I Status                                                 0.675%
--------------------------------------------------------------------------------
  Level II Status                                                0.925%
--------------------------------------------------------------------------------
  Level III Status                                               1.175%
--------------------------------------------------------------------------------
  Level IV Status                                                1.300%
--------------------------------------------------------------------------------
  Level V Status                                                 1.550%
--------------------------------------------------------------------------------
</TABLE>

Changes in the Applicable Percentage resulting from changes in the Level Status
shall be made by the Agent three (3) Business Days following receipt by the
Agent of quarterly or annual financial statements for the Lessee and its
Subsidiaries and the accompanying Officer's Compliance Certificate for the
Lessee setting forth the Leverage Ratio of the Lessee and its Subsidiaries as
of the most rent fiscal quarter end.  In the event the Lessee fails to deliver
such financial statements and certificate within the times required by Section
28.1 of the Lease, the Applicable Margin shall be the highest Applicable Margin
set forth above until the delivery of such financial statements and
certificate.

        "Appraisal" shall mean, with respect to the Property, an appraisal to
be delivered in connection with the Participation Agreement or in accordance
with the terms of the Lease, in each case prepared by a reputable appraiser
reasonably acceptable to the Agent, which in the judgment of counsel to the
Agent, complies with all of the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as amended, the rules and
regulations adopted pursuant thereto, and all other applicable Legal
Requirements.

        "Appraisal Procedure" shall have the meaning given such term in Section
22.4 of the Lease.

        "Appurtenant Rights" shall mean (a) all agreements, easements, rights
of way or use, rights of ingress or egress, privileges, appurtenances,
tenements, hereditaments and other rights and benefits at any time belonging or
pertaining to the Land underlying the Improvements or the Improvements,
including without limitation the use of any streets, ways, alleys, vaults or





                                   Appendix-6
<PAGE>   145
strips of land adjoining, abutting, adjacent or contiguous to the Land and (b)
all permits, licenses and rights, whether or not of record, appurtenant to such
Land or the Improvements.

        "Assignment and Acceptance" shall mean an Assignment and Acceptance
substantially in the form attached to the Credit Agreement as Exhibit B.

        "Available Commitment(s)" shall mean, as to any Lender (or all Lenders
if the context so requires) at any time, an amount equal to the excess, if any,
of (a) the amount of such Lender's Commitment over (b) the aggregate principal
amount of all Loans made by such Lender as of such date after giving effect to
Section 5.2(d) of the Participation Agreement (but without giving effect to any
other repayments or prepayments of any Loans hereunder).

        "Available Holder Commitments" shall mean an amount equal to the
excess, if any, of (a) the amount of the Holder Commitments over (b) the
aggregate amount of the Holder Advances made since the Initial Closing Date
after giving effect to Section 5.2(d) of the Participation Agreement (but
without giving effect to any other repayments or prepayments of any Holder
Advances).

        "Bankruptcy Code" shall mean Title 11 of the U. S. Code entitled
"Bankruptcy," as now or hereafter in effect or any successor thereto.

        "Base Amount" shall have the meaning specified in Section 10.1(e) of
the Lease.

        "Basic Rent" shall mean, the sum of (i) the Loan Basic Rent and (ii)
the Lessor Basic Rent, calculated as of the applicable date on which Basic Rent
is due.

        "Basic Term" shall have the meaning specified in Section 2.2 of the
Lease.

        "Basic Term Commencement Date" shall have the meaning specified in
Section 2.2 of the Lease.





                                   Appendix-7
<PAGE>   146
        "Basic Term Expiration Date" shall have the meaning specified in
Section 2.2 of the Lease.

        "Benefitted Lender" shall have the meaning specified in Section 9.10(a)
of the Credit Agreement.

        "Bill of Sale" shall mean a Bill Of Sale regarding Equipment in form
and substance satisfactory to the Holders, the Agent and the Owner Trustee.

        "Board" shall mean the Board of Governors of the Federal Reserve System
of the United States (or any successor).

        "Borrower" shall mean the Owner Trustee, not in its individual capacity
but as Borrower under the Credit Agreement.

        "Borrowing Date" shall mean any Business Day specified in a notice
delivered pursuant to Section 2.3 of the Credit Agreement as a date on which
the Lessor requests the Lenders to make Loans hereunder.

        "Budgeted Total Property Cost" shall mean, at any date of determination
with respect to the Property during the period it is a Construction Period
Property, an amount equal to the aggregate amount which the Construction Agent
in good faith expects to be expended in order to acquire the Land, all
Equipment, construct all Improvements and achieve Completion with respect to
the Property (including without limitation amounts expected to be expended to
pay Allocated Interest and Allocated Return with respect to the Property).

        "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in Texas, North Carolina or Virginia are
authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

        "Capitalized Lease" shall mean, as applied to any Person, any lease of
property (whether real, personal, tangible, intangible or





                                   Appendix-8
<PAGE>   147
mixed of such Person) by such Person as the lessee which would be capitalized
on a balance sheet of such Person prepared in accordance with GAAP.

        "Casualty" shall mean any damage or destruction of all or any portion
of the Property as a result of a fire or other casualty.

        "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as
amended by the Superfund Amendments and Reauthorization Act of 1986.

        "Certificate" shall mean a Certificate in favor of each Holder
regarding the Holder Commitment of such Holder issued pursuant to the terms and
conditions of the Trust Agreement in favor of each Holder.

        "Chattel Paper" shall have the meaning given to such term in Section 1
of the Security Agreement.

        "Claims" shall mean any and all obligations, liabilities, losses,
actions, suits, penalties, claims, demands, costs and expenses (including
without limitation reasonable attorney's fees and expenses) of any nature
whatsoever.

        "Closing Date" shall mean the Initial Closing Date and the Land Closing
Date.

        "Code" shall mean the Internal Revenue Code of 1986 together with rules
and regulations promulgated thereunder, as amended from time to time, or any
successor statute thereto.

        "Collateral" shall mean all assets of the Lessor, the Construction
Agent and the Lessee, now owned or hereafter acquired, upon which a Lien is
purported to be created by the Security Documents.

        "Commitment" shall mean, as to any Lender, such Lender's Lender
Commitment.





                                   Appendix-9
<PAGE>   148
        "Commitment Percentage" shall mean, as to any Lender at any time, the
percentage which such Lender's Commitment then constitutes of the aggregate
Commitments (or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such
Lender's Loans then outstanding constitutes of the aggregate principal amount
of all of the Loans then outstanding), and such Commitment Percentage shall
take into account both the Lender's Tranche A Commitment and the Lender's
Tranche B Commitment.

        "Commitment Period" shall mean the period from and including the
Initial Closing Date to and including the Construction Period Termination Date,
or such earlier date as the Commitments shall terminate as provided in the
Credit Agreement.

        "Completion" shall mean, with respect to the Property, such time as the
acquisition, installation, testing and final completion of the Improvements on
the Land has been achieved in accordance with the Plans and Specifications, the
Agency Agreement and/or the Lease, and in compliance with all material Legal
Requirements and Insurance Requirements and a certificate of occupancy has been
issued with respect to the Property by the appropriate governmental entity.

        "Completion Date" shall mean, with respect to the Property, the earlier
of (a) the date on which Completion for the Property has occurred or (b) the
Construction Period Termination Date.

        "Condemnation" shall mean any taking or sale of the use, access,
occupancy, easement rights or title to the Property or any part thereof, wholly
or partially (temporarily or permanently), by or on account of any actual or
threatened eminent domain proceeding or other taking of action by any Person
having the power of eminent domain, including without limitation an action by a
Governmental Authority to change the grade of, or widen the streets adjacent
to, the Property or alter the pedestrian or vehicular traffic flow to the
Property so as to result in a change in access to the Property, or by or on
account of an eviction by paramount title or any transfer made in lieu of any
such proceeding or action.





                                  Appendix-10
<PAGE>   149
        "Construction Advance" shall mean an advance of funds to pay Property
Costs pursuant to Section 5.4 of the Participation Agreement.

        "Construction  Agent" shall mean LCI International, Inc., a
corporation, as the construction agent under the Agency Agreement.

        "Construction Budget" shall mean the cost of acquisition, installation,
testing, constructing and developing any Improvements as determined by the
Construction Agent in its reasonable, good faith judgment.

        "Construction Commencement Date" shall mean, with respect to
Improvements, the date on which construction of such Improvements commences
pursuant to the Agency Agreement.

        "Construction Contract" shall mean any contract entered into between
the Construction Agent or the Lessee with a Contractor for the construction of
Improvements or any portion thereof on the Property.

        "Construction Loan" shall mean any Loan made in connection with a
Construction Advance.

        "Construction Loan Property Cost" shall mean with respect to the
Property during any period it is a Construction Period Property, at the date of
determination, an amount equal to (a) the aggregate principal amount of
Construction Loans and Interest Payment Loans made on or prior to such date
with respect to the Property minus (b) the aggregate principal amount of
prepayments or repayments of the Loans allocated to reduce the Construction
Loan Property Cost of the Property pursuant to Section 2.6(c) of the Credit
Agreement.

        "Construction Period" shall mean, with respect to the Property, the
period commencing on the Construction Commencement Date for the Property and
ending on the Completion Date for the Property.





                                  Appendix-11
<PAGE>   150
        "Construction Period Property" means, at any date of determination, the
Property in the event that the Basic Term has not commenced on or prior to such
date.

        "Construction Period Termination Date" shall mean the earlier of (a)
the date that the Commitments have been terminated in their entirety in
accordance with the terms of Section 2.5(a) of the Credit Agreement, or (b) the
date which occurs thirty (30) months after the Initial Closing Date.

        "Contingent Obligation" shall mean, as applied to any Person, any
agreement, undertaking or arrangement by which such Person assumes, guarantees,
endorses, contingently agrees to purchase or provide funds for the payment of,
or otherwise becomes or is contingently liable upon, the obligation or
liability of any other Person or agrees to maintain the net worth or working
capital or other financial condition of any other Person, or otherwise assures
any creditor of such other Person against loss, including without limitation
any comfort letter, operating agreement, take-or-pay contract or application
for a letter of credit (or similar instrument which is issued upon the
application of such Person or upon which such Person becomes an account party
or for which such Person is in any way liable), but excluding the endorsement
of instruments for deposit or collection in the ordinary course of business.

        "Contractor" shall mean each entity with whom the Construction Agent or
the Lessee contracts to construct any Improvements or any portion thereof on
the Property.

        "Contracts" shall have the meaning given to such term in Section 1 of
the Security Agreement.

        "Control" shall mean (including without limitation, with correlative
meanings, for the terms "controlled by" and "under common control with"), as
used with respect to any Person, the possession directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise.





                                  Appendix-12
<PAGE>   151
        "Controlled Group" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Lessee, are treated as a single
employer under Section 414 of the Code.

        "Co-Owner Trustee" shall have the meaning specified in Section 9.2 of
the Trust Agreement.

        "Credit Agreement" shall mean the Credit Agreement, dated as of the
Initial Closing Date, among the Lessor, the Agent and the Lenders, as specified
therein.

        "Credit Agreement Default" shall mean any event or condition which,
with the lapse of time or the giving of notice, or both, would constitute a
Credit Agreement Event of Default.

        "Credit Agreement Event of Default" shall mean any event or condition
defined as an "Event of Default" in Section 6 of the Credit Agreement.

        "Credit Documents" shall mean the Credit Agreement, the Notes the
Security Documents and the Mortgage Instrument.

        "Deed" shall mean a warranty deed regarding the Land and/or
Improvements in form and substance satisfactory to the Holders, the Agent and
the Owner Trustee.

        "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

        "Defaulting Lender" shall have the meaning given to such term in
Section 9.1 of the Credit Agreement.

        "Deficiency Balance" shall have the meaning given in Section 22.1(b) of
the Lease Agreement.

        "Documents" shall have the meaning given to such term in Section 1 of
the Security Agreement.





                                  Appendix-13
<PAGE>   152
        "Dollars" and "$" shall mean dollars in lawful currency of the United
States of America.

        "Election Notice" shall have the meaning given to such term in Section
20.1 of the Lease.

        "Employee Benefit Plan" or "Plan" shall mean an employee benefit plan
(within the meaning of Section 3(3) of ERISA, including without limitation any
Multiemployer Plan), or any "plan" as defined in Section 4975(e)(1) of the Code
and as interpreted by the Internal Revenue Service and the Department of Labor
in rules, regulations, releases or bulletins in effect on any Closing Date.

        "Environmental Audit" shall have the meaning given to such term in
Section 10.2 of the Lease.

        "Environmental Claims" shall mean any investigation, notice, violation,
demand, allegation, action, suit, injunction, judgment, order, consent decree,
penalty, fine, lien, proceeding, or claim (whether administrative, judicial, or
private in nature) arising (a) pursuant to, or in connection with, an actual or
alleged violation of, any Environmental Law, (b) in connection with any
Hazardous Substance, (c) from any abatement, removal, remedial, corrective, or
other response action in connection with a Hazardous Substance, Environmental
Law, or other order of a Tribunal or (d) from any actual or alleged damage,
injury, threat, or harm to health, safety, natural resources, or the
environment.

        "Environmental Laws" shall mean any Law, permit, consent, approval,
license, award, or other authorization or requirement of any Tribunal relating
to emissions, discharges, releases, threatened releases of any Hazardous
Substance into ambient air, surface water, ground water, publicly owned
treatment works, septic system, or land, or otherwise relating to the handling,
storage, treatment, generation, use, or disposal of Hazardous Substances,
pollution or to the protection of health or the environment, including without
limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. 6901,
et seq., and state statutes analogous thereto.





                                  Appendix-14
<PAGE>   153
        "Environmental Violation" shall mean any activity, occurrence or
condition that violates or threatens (if the threat requires remediation under
any Environmental Law and is not remediated during any grace period allowed
under such Environmental Law) to violate or results in or threatens (if the
threat requires remediation under any Environmental Law and is not remediated
during any grace period allowed under such Environmental Law) to result in
noncompliance with any Environmental Law.

        "Equipment" shall mean equipment, apparatus, furnishings, fittings and
personal property of every kind and nature whatsoever purchased, leased or
otherwise acquired using the proceeds of the Loans or the Holder Advances by
the Construction Agent, the Lessee or the Lessor as specified or described in
either a requisition or a Lease Supplement, whether or not now or subsequently
attached to, contained in or used or usable in any way in connection with any
operation of any Improvements or other improvements to real property, including
but without limiting the generality of the foregoing, all equipment described
in the Appraisal including without limitation all heating, electrical, and
mechanical equipment, lighting, switchboards, plumbing, ventilation, air
conditioning and air-cooling apparatus, refrigerating, and incinerating
equipment, escalators, elevators, loading and unloading equipment and systems,
cleaning systems (including without limitation window cleaning apparatus),
telephones, communication systems (including without limitation satellite
dishes and antennae), televisions, computers, sprinkler systems and other fire
prevention and extinguishing apparatus and materials, security systems, motors,
engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and
fixtures of every kind and description.

        "Equipment Schedule" shall mean (a) each Equipment Schedule attached to
the applicable Requisition and (b) each Equipment Schedule attached to the
applicable Lease Supplement.

        "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.





                                  Appendix-15
<PAGE>   154
        "ERISA Affiliate" shall mean each entity required to be aggregated with
the Lessee pursuant to the requirements of Section 414(b) or (c) of the Code.

        "Eurocurrency Reserve Requirements" shall mean for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including without limitation basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed or eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D) maintained by a member bank of the Federal
Reserve System.

        "Eurodollar Holder Advance" shall mean a Holder Advance bearing a
Holder Yield based on the Eurodollar Rate.

        "Eurodollar Loans" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

        "Eurodollar Rate" shall mean for the Interest Period for each
Eurodollar Loan or Eurodollar Holder Advance comprising part of the same
borrowing or advance (including without limitation conversions, extensions and
renewals), a per annum interest rate equal to the per annum rate determined by
the Agent on the basis of the offered rates for deposits in dollars for a
period of time corresponding to such Interest Period (and commencing on the
first day of such Interest Period), which appear on the Reuters Screen LIBO
Page as of 11:00 a.m. (London time) two (2) Business Days before the first day
of such Interest Period (provided, that if at least two (2) such offered rates
appear on the Reuters Screen LIBO Page, the rate in respect of such Interest
Period will be the arithmetic mean of such offered rates).  As used herein,
"Reuters Screen LIBO Page" means the display designated as page "LIBO" on the
Reuters Monitor Money Rates Service (or such other page as may replace the LIBO
page on that service for the purpose of displaying London interbank offered
rates of major banks) ("RMMRS").  In the event the RMMRS is not then quoting
such offered rates, "Eurodollar Rate" shall mean for the Interest Period for
each Eurodollar Loan or Eurodollar Holder Advance





                                  Appendix-16
<PAGE>   155
comprising part of the same borrowing or advance (including without limitation
conversions, extensions and renewals), the average (rounded upward to the
nearest one sixteenth (1/16) of one percent (1%)) per annum rate of interest
determined by the office of the Agent (each such determination to be conclusive
and binding) as of two (2) Business Days prior to the first day of such
Interest Period, as the effective rate at which deposits in immediately
available funds in U.S. dollars are being, have been, or would be offered or
quoted by the Agent to major banks in the applicable interbank market for
Eurodollar deposits at any time during the Business Day which is the second
Business Day immediately preceding the first day of such Interest Period, for a
term comparable to such Interest Period and in the amount of the requested
Eurodollar Loan and Eurodollar Holder Advance.  If no such offers or quotes are
generally available for such amount, then the Agent shall be entitled to
determine the Eurodollar Rate by estimating in its reasonable judgment the per
annum rate (as described above) that would be applicable if such quote or
offers were generally available.

        "Event of Default" shall mean a Lease Event of Default, an Agency
Agreement Event of Default or a Credit Agreement Event of Default.

        "Excepted Payments" shall mean:  (a) all indemnity payments (including
without limitation indemnity payments made pursuant to Section 13 of the
Participation Agreement), whether made by adjustment to Basic Rent or
otherwise, to which the Owner Trustee, any Holder or any of their respective
Affiliates, agents, officers, directors or employees is entitled;

        (b)  any amounts (other than Basic Rent or Termination Value) payable
under any Operative Agreement to reimburse the Owner Trustee, any Holder or any
of their respective Affiliates (including without limitation the reasonable
expenses of the Owner Trustee, the Trust Company and the Holders incurred in
connection with any such payment) for performing or complying with any of the
obligations of the Lessee under and as permitted by any Operative Agreement;





                                  Appendix-17
<PAGE>   156
         (c)  any amount payable to a Holder by any transferee of such interest
of a Holder as the purchase price of such Holder's interest in the Trust Estate
(or a portion thereof);

         (d)  any insurance proceeds (or payments with respect to risks
self-insured or policy deductibles) under liability policies other than such
proceeds or payments payable to the Agent or any Lender;

         (e)  any insurance proceeds under policies maintained by the Owner
Trustee or any Holder;

         (f)  Transaction Expenses or other amounts, fees, disbursements or
expenses paid or payable to or for the benefit of the Owner Trustee or any
Holder;

         (g)  all right, title and interest of any Holder or the Owner Trustee
to the Property or any portion thereof or any other property to the extent any
of the foregoing has been released from the Liens of the Security Documents and
the Lease pursuant to the terms thereof;

         (h)  upon termination of the Credit Agreement pursuant to the terms
thereof, all remaining property covered by the Lease or Security Documents;

         (i)  all payments in respect of the Holder Yield;

         (j)  any payments in respect of interest to the extent attributable to
payments referred to in clauses (a) through (i) above; and

         (k)  any rights of either the Owner Trustee or the Trust Company to
demand, collect, sue for or otherwise receive and enforce payment of any of the
foregoing amounts, provided, that such rights shall not include the right to
terminate the Lease.

         "Excepted Rights" shall mean the rights retained by the Owner Trustee
pursuant to Section 8.2(a)(i) of the Credit Agreement.

         "Excess Proceeds" shall mean the excess, if any, of the aggregate of
all awards, compensation or insurance proceeds





                                  Appendix-18
<PAGE>   157
payable in connection with a Casualty or Condemnation over the Termination
Value paid by the Lessee pursuant to the Lease with respect to such Casualty or
Condemnation.

         "Exculpated Persons" shall mean the Borrower, the Holders, the Lessor,
their officers, directors, shareholders and partners.

         "Expiration Date" shall mean either (a) the Basic Term Expiration
Date, (b) to the extent there is a first Renewal Term and the Lessee elects in
accordance with the terms and provisions of Article XX of the Lease, the
Purchase Option or the Sale Option at the end of such first Renewal Term, then
the Expiration Date shall be the fourth annual anniversary of the Basic Term
Commencement Date or (c) to the extent there is a second Renewal Term and the
Lessee elects in accordance with the terms and provisions of Article XX of the
Lease, the Purchase Option or the Sale Option at the end of such second Renewal
Term, then the Expiration Date shall be the fifth annual anniversary of the
Basic Term Commencement Date; provided, in no event shall the Expiration Date
(exclusive of any Extended Renewal Term) be later than the fifth annual
anniversary of the Basic Term Commencement Date unless such later date has been
expressly agreed to in writing by each of the Lessor, the Lessee, the Agent,
the Lenders and the Holders.

         "Expiration Date Purchase Option" shall mean the Lessee's option to
purchase the Property on the Expiration Date.

         "Extended Renewal Term" shall have the meaning specified in Section
2.2 of the Lease.

         "Facility" shall mean a facility used for the treatment, storage or
disposal of Hazardous Substances.

         "Fair Market Sales Value" shall mean, with respect to the Property,
the amount, which in any event, shall not be less than zero (0), that would be
paid in cash in an arms-length transaction between an informed and willing
purchaser and an informed and willing seller, neither of whom is under any
compulsion to purchase or sell, respectively, the Property.  Fair Market Sales
Value of the Property shall be determined based on the assumption





                                  Appendix-19
<PAGE>   158
that, except for purposes of Section 17 of the Lease, the Property is in the
condition and state of repair required under Section 10.1 of the Lease and the
Lessee is in compliance with the other requirements of the Operative
Agreements.

         "Federal Funds Effective Rate" shall have the meaning given to such
term in the definition of ABR.

         "Final Expiration Date" has the meaning specified in Section 20.1 of
the Lease.

         "Fixtures" shall mean all fixtures relating to the Improvements,
including without limitation all components thereof, located in or on the
Improvements, together with all replacements, modifications, alterations and
additions thereto.

         "Force Majeure Event" shall mean any event beyond the control of the
Construction Agent, other than a Casualty or Condemnation, including without
limitation strikes or lockout (but only when the Construction Agent is legally
prevented from securing replacement labor or materials as a result thereof),
adverse soil conditions, acts of God, adverse weather conditions, inability to
obtain labor or materials after all possible efforts have been expended by the
Construction Agent, governmental activities, civil commotion and enemy action;
but excluding any event, cause or condition that results from the Construction
Agent's financial condition.

         "GAAP" shall mean generally accepted accounting principles set forth
in the opinions and pronouncements of the accounting principles board of the
American Institute of Certified Public Accountants, and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession, that are applicable to the circumstances as of the
date of determination.

         "Governmental Action" shall mean all permits, authorizations
registrations, consents, approvals, waivers, exceptions, variances, orders,
judgments, written interpretations, decrees, licenses, exemptions,
publications, filings, notices to and declarations of or with, or required by,
any Governmental





                                  Appendix-20
<PAGE>   159
Authority, or required by any Legal Requirement, and shall include, without
limitation, all environmental and operating permits and licenses that are
required for the full use, occupancy, zoning and operating of the Property.

         "Governmental Authority" shall mean any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "Guaranty" shall mean the Guaranty Agreement dated as of the Initial
Closing Date made by the Lessee in favor of the Agent, for the benefit of the
Tranche A Lenders.

         "Hard Costs" shall mean all costs and expenses payable for supplies,
materials, labor and profit with respect to the Improvements under any
Construction Contract.

         "Hazardous Substance" shall mean any of the following: (a) any
petroleum or petroleum product, explosives, radioactive materials, asbestos,
formaldehyde, polychlorinated biphenyls, lead and radon gas; (b) any substance,
material, product, derivative, compound or mixture, mineral, chemical, waste,
gas, medical waste, or pollutant, in each case whether naturally occurring,
manmade or the by-product of any process, that is toxic, harmful or hazardous
to the environment or human health or safety as determined in accordance with
any Environmental Law; or (c) any substance, material, product, derivative,
compound or mixture, mineral, chemical, waste, gas, medical waste or pollutant
that would support the assertion of any claim under any Environmental Law,
whether or not defined as hazardous as such under any Environmental Law.

         "Holder Advance" shall mean any advance made by any Holder to the
Owner Trustee pursuant to the terms of the Trust Agreement or the Participation
Agreement.

         "Holder Amount" shall mean as of any date, the aggregate amount of
Holder Advances made by each Holder to the Trust Estate pursuant to Section 2
of the Participation Agreement and Section 3.1 of the Trust Agreement less any
payments of any Holder





                                  Appendix-21
<PAGE>   160
Advances received by the Holders pursuant to Section 3.4 of the Trust
Agreement.

         "Holder Applicable Margin" shall mean two and one-half percent
(2.50%).

         "Holder Commitments" shall mean $2,800,000, provided, that the Holder
Commitment of each Holder shall be as set forth in the Trust Agreement.

         "Holder Construction Property Cost" shall mean, with respect to the
Construction Period Property for which the Basic Term has not commenced, at any
date of determination, an amount equal to the outstanding Holder Advances made
with respect thereto under the Trust Agreement.

         "Holder Overdue Rate" shall mean the lesser of (a) the ABR plus two
percent (2%) and (b) the highest rate permitted by applicable law.

         "Holder Property Cost" shall mean with respect to a Property an amount
equal to the outstanding Holder Advances with respect thereto.

         "Holder Unused Fee" shall have the meaning given to such term in
Section 9.4 of the Participation Agreement.

         "Holder Yield" shall mean with respect to Holder Advances from time to
time either the Eurodollar Rate plus the Holder Applicable Margin or the ABR as
elected by the Owner Trustee from time to time with respect to such Holder
Advances in accordance with the terms of the Trust Agreement; provided,
however, (a) upon delivery of the notice described in Section 3.7(c) of the
Trust Agreement, the outstanding Holder Advances of each Holder shall bear a
yield at the ABR applicable from time to time from and after the dates and
during the periods specified in Section 3.7(c) of the Trust Agreement, and (b)
upon the delivery by a Holder of the notice described in Section 3.9(e) of the
Trust Agreement, the Holder Advances of such Holder shall bear a yield at the
ABR applicable from time to time after the dates and during the periods
specified in Section 3.9(e) of the Trust Agreement.





                                  Appendix-22
<PAGE>   161
         "Holders" shall mean NationsBank of Texas, N.A. and the other banks
and financial institutions which hereafter may be from time to time holders of
Certificates in connection with the Stuart Park Trust.

         "Impositions" shall mean any and all liabilities, losses, expenses,
costs, charges and Liens of any kind whatsoever for fees, taxes, levies,
imposts, duties, charges, assessments or foreign withholdings (collectively,
"Taxes") and all interest, additions to tax and penalties thereon, which at any
time prior to, during or with respect to the Term or in respect of any period
for which the Lessee shall be obligated to pay Supplemental Rent, may be
levied, assessed or imposed by any Governmental Authority upon or with respect
to (a) the Property or the leasing, financing, refinancing, demolition,
construction, substitution, subleasing, assignment, control, condition,
occupancy, servicing, maintenance, repair, ownership, possession, activity
conducted on, delivery, insuring, use, operation, improvement, sale, transfer
of title, return or other disposition of the Property or any part thereof or
interest therein or any rentals, receipts or earnings arising therefrom; (b)
the Notes or Certificates or any part thereof or interest therein; or (c) the
Operative Agreements, the performance thereof, or any payment made or accrued
pursuant thereto or otherwise in connection with the transactions contemplated
thereby.

         "Improvements" shall mean, with respect to the construction,
renovations and/or Modifications on the Land, all buildings, structures,
Fixtures, and other improvements of every kind existing at any time and from
time to time on or under the Land purchased, leased or otherwise acquired using
the proceeds of the Loans or the Holder Advances, together with any and all
appurtenances to such buildings, structures or improvements, including without
limitation sidewalks, utility pipes, conduits and lines, parking areas and
roadways, and including without limitation all Modifications and other
additions to or changes in the Improvements at any time, including without
limitation (a) any Improvements existing as of the Land Closing Date as such
Improvements may be referenced on the applicable Requisition and (b) any
Improvements made subsequent to such Land Closing Date.





                                  Appendix-23
<PAGE>   162
         "Incorporated Covenants" shall have the meaning given to such term in
Section 28.1 of the Lease.

         "Incorporated Representations and Warranties" shall have the meaning
given to such term in Section 28.1 of the Lease.

         "Indebtedness" of a Person shall mean, without duplication, such
Person's:

              (a)       obligations for borrowed money;

              (b)       obligations representing the deferred purchase price of
         property (whether real, personal, tangible, intangible or mixed) or
         services (other than accounts payable arising in the ordinary course
         of such Person's business payable on terms customary in the trade);

              (c)       obligations, whether or not assumed, secured by liens
         or payable out of the proceeds or production from property now or
         hereafter owned or acquired by such Person;

              (d)       obligations which are evidenced by notes, acceptances
         or other instruments;

              (e)       Capitalized Lease obligations;

              (f)       net liabilities under interest rate swap, exchange or
         cap agreements; and

              (g)       contingent obligations.
         "Indemnified Person" shall mean the Lessor, the Owner Trustee, in its
individual and its trust capacity, the Agent, the Holders, the Lenders, and
their respective successors, assigns, directors, shareholders, partners,
officers, employees, agents and Affiliates.

         "Indemnity Provider" shall mean, respecting the Property, the
Construction Agent from the date of the Participation Agreement to and
including the Basic Term Commencement Date for the Property and the Lessee for
the duration of the Term for the Property.





                                  Appendix-24
<PAGE>   163
         "Initial Closing Date" shall mean the date of the Participation
Agreement.

         "Initial Construction Advance" shall mean any initial Advance to pay
for: (a) Property Costs for construction of any Improvements; and (b) the
Property Costs of restoring or repairing the Property which is required to be
restored or repaired in accordance with Section 15.1(e) of the Lease.

         "Inspector" shall mean any Person engaged by the Agent to oversee the
monitoring of the progress of any Improvements and reviewing of Requisitions
and to provide related services relating to administration of such Improvements
during the Construction Period.

         "Instruments" shall have the meaning given to such term in Section 1
of the Security Agreement.

         "Insurance Requirements" shall mean all terms and conditions of any
insurance policy either required by the Lease to be maintained by the Lessee or
required by the Agency Agreement to be maintained by the Construction Agent,
and all requirements of the issuer of any such policy and, regarding self
insurance, any other requirements of the Lessee.

         "Interest Payment Loan" shall mean any Loan made to fund the payment
of Allocated Interest with respect to a Construction Period Property.

         "Interest Period" shall mean (a) during the Commitment Period as to
any Eurodollar Loan or Eurodollar Holder Advance (i) with respect to the
initial Interest Period, the period beginning on the date of the first
Eurodollar Loan and Eurodollar Holder Advance and ending one (1) month
thereafter, and (ii) with respect to each succeeding Interest Period during the
Commitment Period, the period beginning the day after the end of the preceding
Interest Period for each Eurodollar Loan and Eurodollar Holder Advance and
ending one (1) month thereafter and (b) during the period from and after the
Commitment Period as to any Eurodollar Loan or Eurodollar Holder Advance (i)
initially, the period





                                  Appendix-25
<PAGE>   164
commencing on the conversion or continuation date for each Eurodollar Loan and
Eurodollar Holder Advance and ending one (1) month, three (3) months or six (6)
months thereafter; and (ii) thereafter, as selected by the Lessor (in the case
of a Eurodollar Loan) or the Owner Trustee (in the case of a Eurodollar Holder
Advance) in its applicable notice give with respect thereto, each period
commencing on the last day of the next preceding Interest Period applicable to
such Eurodollar Loan or Eurodollar Holder Advance and ending one (1) month,
three (3) months or six (6) months thereafter, as selected by the Lessor by
irrevocable notice to the Agent (in the case of a Eurodollar Loan) or by the
Owner Trustee (in the case of a Eurodollar Holder Advance) in each case not
less than three (3) Business Days prior to the last day of the then current
Interest Period with respect thereto; provided, however, that all of the
foregoing provisions relating to Interest Periods are subject to the following:
(A) if any Interest Period would end on a day which is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day (except
that where the next succeeding Business Day falls in the next succeeding
calendar month, then on the next preceding Business Day), (B) no Interest
Period shall extend beyond the Maturity Date or the Expiration Date, as the
case may be, (C) where an Interest Period begins on a day for which there is no
numerically corresponding day in the calendar month in which the Interest
Period is to end, such Interest Period shall end on the last Business Day of
such calendar month and (D) during the period from and after the Commitment
Period, there shall not be more than twelve (12) Interest Periods outstanding
at any one (1) time.

         "Interim Lease Term" shall mean the period commencing on the Land
Closing Date and ending at midnight on the day immediately preceding the Basic
Term Commencement Date.

         "Investment Company Act" shall mean the Investment Company Act of
1940, as amended, together with the rules and regulations promulgated
thereunder.

         "IRS" shall mean the United States Internal Revenue Service, or any
successor or analogous organization.





                                  Appendix-26
<PAGE>   165
         "Land" shall mean the parcel(s) of real property described on (a) the
Requisition issued by the Construction Agent on the Land Closing Date relating
to such parcel and (b) Exhibit A to the Lease; provided, that the term "Land"
shall include, collectively, all parcels of real property acquired in
connection therewith.

         "Land Acquisition Cost" shall mean the cost to the Lessor to purchase
the Land or a portion thereof on a Land Closing Date.

         "Land Closing Date" shall mean the date on which the Lessor purchases
the Land or a portion thereof (the Land).

         "Law" shall mean any statute, law, ordinance, regulation, rule,
directive, order, writ, injunction or decree of any Tribunal.

         "Lease" or "Lease Agreement" shall mean the Deed of Lease Agreement
dated as of the Initial Closing Date, between the Lessor and the Lessee,
together with any Lease Supplements thereto.

         "Lease Default" shall mean any event or condition which, with the
lapse of time or the giving of notice, or both, would constitute a Lease Event
of Default.

         "Lease Event of Default" shall have the meaning specified in Section
17.1 of the Lease.

         "Lease Supplement" shall mean each Lease Supplement substantially in
the form of Exhibit B-1 to the Lease, together with all attachments and
schedules thereto.

         "Legal Requirements" shall mean all foreign, federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting the Owner Trustee, the
Holders, the Lessor, the Lessee, the Agent, any Lender or the Property, any
Land, Improvement, Equipment or the taxation, demolition, construction, use or
alteration of such Improvements, whether now or hereafter enacted and in force,
including without limitation any that require repairs, modifications or
alterations in or to the Property or in any way limit the use and enjoyment
thereof





                                  Appendix-27
<PAGE>   166
(including without limitation all building, zoning and fire codes and the
Americans with Disabilities Act of 1990, 42 U.S.C. Section 12101 et. seq., and
any other similar federal, state or local laws or ordinances and the
regulations promulgated thereunder) and any that may relate to environmental
requirements (including without limitation all Environmental Laws), and all
permits, certificates of occupancy, licenses, authorizations and regulations
relating thereto, and all covenants, agreements, restrictions and encumbrances
contained in any instruments which are either of record or known to the Lessee
affecting the Property or the Appurtenant Rights.

         "Lender Commitments" shall mean $67,200,000; and the Lender Commitment
of each Lender shall be as set forth in Schedule 1.1 to the Credit Agreement as
such Schedule 1.1 may be amended and replaced from time to time.

         "Lender Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdiction in order to procure a security interest in favor of the
Agent in the Collateral subject to the Security Documents.

         "Lender Unused Fee" shall have the meaning given to such term in
Section 9.4 of the Participation Agreement.

         "Lenders" shall initially mean NationsBank of Texas, N. A. and shall
include the other banks and financial institutions which hereafter may be from
time to time party to the Participation Agreement and the Credit Agreement.

         "Lessee" shall have the meaning set forth in the Lease.

         "Lessee Credit Agreement" shall mean that certain Second Amended and
Restated Credit Agreement dated as of February 14, 1996 among Lessee as
Borrower, the lenders party thereto, First Union National Bank of North
Carolina as Credit Agent and Managing Agent, and NationsBank of Texas, N.A. as
Administrative Agent and Managing Agent as amended by First Amendment and
Waiver dated August 29, 1996 and as further amended by Second Amendment dated
as of November 15, 1996.





                                  Appendix-28
<PAGE>   167
         "Lessee Credit Agreement Event of Default" shall mean an Event of
Default as defined in Section 11.1 of the Lessee Credit Agreement.

         "Lessee Scheduled Termination Date" shall mean the final day of the
Term as specified in the final Election Notice (which shall be a Payment Date
or the Expiration Date) after the Basic Term has commenced for the Property and
on which date the Lessee shall purchase the Property pursuant to the Purchase
Option or cause the Property to be sold pursuant to the Sale option.

         "Lessor" shall mean the Owner Trustee, not in its individual capacity,
but as the Lessor under the Lease.

         "Lessor Basic Rent" shall mean the scheduled Holder Yield due on the
Holder Advances on any Scheduled Interest Payment Date pursuant to the Trust
Agreement (but not including interest on (a) any such scheduled Holder Yield
due on the Holder Advances prior to the Basic Term Commencement Date with
respect to the Property or (b) overdue amounts under the Trust Agreement or
otherwise).

         "Lessor Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdictions in order to protect the Lessor's interest under the
Lease to the extent the Lease is a security agreement or a mortgage.

         "Lessor Lien" shall mean any Lien, true lease or sublease or
disposition of title arising as a result of (a) any claim against the Lessor or
the Trust Company, in its individual capacity, not resulting from the
transactions contemplated by the Operative Agreements, (b) any act or omission
of the Lessor or the Trust Company, in its individual capacity, which is not
required by the Operative Agreements or is in violation of any of the terms of
the Operative Agreements, (c) any claim against the Lessor or the Trust
Company, in its individual capacity, with respect to Taxes or Transaction
Expenses against which the Lessee is not required to indemnify the Lessor or
the Trust Company, in its individual capacity, pursuant to Section 13 of the
Participation Agreement or (d) any claim against the Lessor arising out of any
transfer by





                                  Appendix-29
<PAGE>   168
the Lessor of all or any portion of the interest of the Lessor in the Property,
the Trust Estate or the Operative Agreements other than the transfer of title
to or possession of the Property by the Lessor pursuant to and in accordance
with the Lease, the Credit Agreement, the Security Agreement or the
Participation Agreement or pursuant to the exercise of the remedies set forth
in Article XVII of the Lease.

         "Level Status" means the applicable Level Status set forth in the
table below (with Level Status I being the lowest Level Status and Level Status
V being the highest Level Status):

<TABLE>
<CAPTION>
===========================================================================================================
  <S>                                                    <C>
  LEVEL STATUS                                           LEVERAGE RATIO
-----------------------------------------------------------------------------------------------------------
  LEVEL STATUS I                                         LESS THAN 1.5 TO 1.0
-----------------------------------------------------------------------------------------------------------
  LEVEL STATUS II                                        EQUAL TO OR GREATER THAN 1.5 TO 1.0 BUT LESS THAN
                                                         2.0 TO 1.0
-----------------------------------------------------------------------------------------------------------
  LEVEL STATUS III                                       EQUAL TO OR GREATER THAN 2.0 TO 1.0 BUT LESS THAN
                                                         2.75 TO 1.0
-----------------------------------------------------------------------------------------------------------
  LEVEL STATUS IV                                        EQUAL TO OR GREATER THAN 2.75 TO 1.0 BUT LESS THAN
                                                         3.0 TO 1.0
-----------------------------------------------------------------------------------------------------------
  LEVEL STATUS V                                         EQUAL TO OR GREATER THAN 3.0 TO 1.0
===========================================================================================================
</TABLE>

         "Leverage Ratio" shall have the meaning specified in the Lessee Credit
Agreement.

         "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien, option or charge of any kind.

         "Limited Recourse Amount" shall mean with respect to the Property on
an aggregate basis, an amount equal to the Termination Value with respect to
the Property on each Payment Date, less the Maximum Residual Guarantee Amount
as of such date with respect to the Property.

         "Loan Basic Rent" shall mean the scheduled interest due on the Loans
on any Scheduled Interest Payment Date pursuant to the





                                  Appendix-30
<PAGE>   169
Credit Agreement (but not including interest on (a) any such Loan prior to the
Basic Term Commencement Date with respect to the Property or (b) any overdue
amounts under Section 2.8(c) of the Credit Agreement or otherwise).

         "Loan Property Cost" shall mean, with respect to the Property at any
date of determination, an amount equal to (a) the aggregate principal amount
all Loans (including without limitation all Acquisition Loans, Construction
Loans and Interest Payment Loans) made on or prior to such date with respect to
the Property minus (b) the aggregate amount of prepayments or repayments (if
any) as the case may be of the Loans allocated to reduce the Loan Property Cost
of the Property pursuant to Section 2.6(c) of the Credit Agreement.

         "Loans" shall mean the loans extended pursuant to the Credit Agreement
and shall include both the Tranche A Loans and the Tranche B Loans.

         "Majority Holders" shall mean at any time Holders whose Certificates
represent at least sixty-six and two-thirds percent (66-2/3%) of the Aggregate
Certificates outstanding.

         "Majority Lenders" shall mean at any time Lenders whose Loans
outstanding represent at least sixty-six and two thirds percent (66-2/3%) of
the aggregate Loans outstanding.

         "Marketing Period" shall mean, if the Lessee has given a Sale Notice
in accordance with Section 20.1 of the Lease, the period commencing on the date
such Sale Notice is given and ending on the Expiration Date.

         "Material Adverse Effect" shall, mean a material adverse effect on (a)
the business, condition (financial or otherwise), assets, liabilities or
operations of the Lessee and its Subsidiaries taken as a whole, (b) the ability
of the Lessee or any Subsidiary to perform its respective obligations under any
Operative Agreement to which it is a party, (c) the validity or enforceability
of any Operative Agreement or the rights and remedies of the Agent, the
Lenders, the Holders, or the Lessor thereunder, (d) the validity, priority or
enforceability of any





                                  Appendix-31
<PAGE>   170
Lien on the Property created by any of the Operative Agreements, or (e) the
value, utility or useful life of the Property or the use, or ability of the
Lessee to use, the Property for the purpose for which it was intended.

         "Material Subsidiary" means any Subsidiary of the Lessee which either
(a) has assets which constitute five percent (5%) or more of the consolidated
assets of the Lessee and its Subsidiaries or (b) has revenues during its most
recently ended fiscal year which constitute more than five percent (5%) of the
consolidated revenues of the Lessee and its Subsidiaries during the most
recently ended fiscal year of the Lessee.

         "Maturity Date" shall mean the Expiration Date.

         "Maximum Property Cost" shall mean the Property Cost for the Property
subject to the Lease as of the applicable determination date (calculated
without regard to the purchase or sale of the Property).

         "Maximum Residual Guarantee Amount" shall mean an amount equal to the
product of the Property Cost for the Property times eighty-eight percent (88%).

         "Modifications" shall have the meaning specified in Section 11.1(a) of
the Lease.

         "Mortgage Instrument" shall mean any mortgage, deed of trust or any
other instrument executed by the Owner Trustee and the Lessee in favor of the
Agent (for the benefit of the Lenders and the Holders) and evidencing a Lien on
the Property, in form and substance reasonably acceptable to the Agent.

         "Multiemployer Plan" shall mean any plan described in Section 4001 (a)
(3) of ERISA to which contributions are or have been made or required by the
Lessee or any of its Subsidiaries or ERISA Affiliates.

         "Multiple Employer Plan" shall mean a plan to which the Lessee or any
ERISA Affiliate and at least one (1) other employer other than an ERISA
Affiliate is making or accruing an obligation





                                  Appendix-32
<PAGE>   171
to make, or has made or accrued an obligation to make, contributions.

         "Net Proceeds" shall mean all amounts paid in connection with any
Casualty or Condemnation, and all interest earned thereon, less the expense of
claiming and collecting such amounts, including without limitation all costs
and expenses in connection therewith for which the Agent or the Lessor are
entitled to be reimbursed pursuant to the Lease.

         "Net Sale Proceeds Shortfall" shall mean the amount by which the
proceeds of a sale described in Section 22.1 of the Lease (net of all expenses
of sale) are less than the Limited Recourse Amount with respect to the Property
if it has been determined that the Fair Market Sales Value of the Property at
the expiration of the Term of the Lease has been impaired by greater than
expected wear and tear during the Term of the Lease.

         "New Facility" shall have the meaning given to such term in Section
28.1 of the Lease.

         "Non-Excluded Taxes" shall have the meaning given to such term in
Section 2.13 of the Credit Agreement.

         "Notes" shall mean those notes issued to the Lenders pursuant to the
Credit Agreement and shall include both the Tranche A Notes and the Tranche B
Notes.

         "Obligations" shall have the meaning given to such term in Section 1
of the Security Agreement.

         "Occupational Safety and Health Law" shall mean the Occupational
Safety and Health Act of 1970 and any other federal, state or local statute,
law, ordinance, code, rule, regulation, order or decree regulating or relating
to, or imposing liability or standards of conduct concerning, employee health
and/or safety, as now or at any time hereafter in effect.

         "Officer's Certificate" with respect to any person shall mean a
certificate executed on behalf of such person by a Responsible Officer who has
made or caused to be made such examination or





                                  Appendix-33
<PAGE>   172
investigation as is necessary to enable such Responsible Officer to express an
informed opinion with respect to the subject matter of such Officer's
Certificate.

         "Officer's Compliance Certificate" shall have the meaning specified in
Section 7.2 of the Lessee Credit Agreement.

         "Operative Agreements" shall mean the following: the Participation
Agreement, the Agency Agreement, the Trust Agreement, the Certificates, the
Credit Agreement, the Notes, the Lease (and a memorandum thereof in a form
reasonably acceptable to the Agent), each Lease Supplement (and a memorandum
thereof in a form reasonably acceptable to the Agent) , the Security Agreement,
the Mortgage Instruments, the Guaranty and all Bills of Sale.

         "Original Executed Counterpart" shall mean any instrument marked "THIS
COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART" on the signature page thereof
and containing the receipt of the Agent therefor on or following such signature
page.

         "Overdue Interest" shall mean any interest payable pursuant to Section
2.8(c) of the Credit Agreement.

         "Overdue Rate" shall mean (a) with respect to Basic Rent, and any
other amount owed under or with respect to the Credit Agreement or the Security
Documents, the rate specified in Section 2.8(b) of the Credit Agreement, (b)
with respect to the Lessor Basic Rent, the Holder Yield and any other amount
owed under or with respect to the Trust Agreement, the applicable rate
specified in the Trust Agreement, and (c) with respect to any other amount, the
amount referred to in clause (y) of Section 2.8(b) of the Credit Agreement.

         "Owner Trustee," "Borrower" or "Lessor" shall mean First Security
Bank, National Association, not individually, except as expressly stated in the
various Operative Agreements, but solely as the Owner Trustee under the Stuart
Park Trust, and any successor or replacement Owner Trustee expressly permitted
under the Operative Agreements.





                                  Appendix-34
<PAGE>   173
         "Participant" shall have the meaning given to such term in Section 9.7
of the Credit Agreement.

         "Participation Agreement" shall mean the Participation Agreement dated
as of the Initial Closing Date, among the Lessee, the Owner Trustee, not in its
individual capacity except as expressly stated therein, the Holders, the
Lenders and the Agent.

         "Payment Date" shall mean any Scheduled Interest Payment Date and any
date on which interest or Holder Yield in connection with a prepayment of
principal on the Loans or of the Holder Advances is due under the Credit
Agreement or the Trust Agreement.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation created by
Section 4002(a) of ERISA or any successor thereto.

         "Pension Plan" shall mean a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to title IV of ERISA (other than a
Multiemployer Plan), and to which the Lessee or any ERISA Affiliate may have
any liability, including without limitation any liability by reason of having
been a substantial employer within the meaning of section 4063 of ERISA at any
time during the preceding five (5) years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.

         "Permitted Exceptions" shall mean:

              (a)         Liens of the types described in clauses (a) and (b)
         of the definition of Permitted Liens;

              (b)         Liens for Taxes not yet due; and

              (c)         all encumbrances, exceptions, restrictions,
         easements, rights of way, servitudes, encroachments and irregularities
         in title, other than Liens which, in the reasonable assessment of the
         Agent, do not materially impair the use of the Property for its
         intended purpose.

         "Permitted Facility" shall mean an approximately 306,000 gross square
foot office building (including a 660 space





                                  Appendix-35
<PAGE>   174
underground parking garage) to be constructed in Ballston, Virginia.

         "Permitted Liens" shall mean:

              (a)         the respective rights and interests of the parties to
         the Operative Agreements as provided in the Operative Agreements;

              (b)         the rights of any sublessee or assignee under a
         sublease or an assignment expressly permitted by the terms of the
         Lease;

              (c)         Liens for Taxes that either are not yet due or are
         being contested in accordance with the provisions of Section 13.1 of
         the Lease;

              (d)         Liens arising by Operation of law, materialmen's,
         mechanics', workmen's, repairmen's, employees', carriers',
         warehousemen's and other like Liens relating to the construction of
         the Improvements or in connection with any modifications or arising in
         the ordinary course of business for amounts that either are not more
         than thirty (30) days past due or are being diligently contested in
         good faith by appropriate proceedings, so long as such proceedings
         satisfy the conditions for the continuation of proceedings to contest
         Taxes set forth in Section 13.1 of the Lease;

              (e)         Liens of any of the types referred to in clause (d)
         above that have been bonded for not less than the full amount in
         dispute (or as to which other security arrangements satisfactory to
         the Lessor and the Agent have been made), which bonding (or
         arrangements) shall comply with applicable Legal Requirements, and
         shall have effectively stayed any execution or enforcement of such
         Liens;

              (f)         Liens arising out of judgments or awards with respect
         to which appeals or other proceedings for review are being prosecuted
         in good faith and for the payment of which adequate reserves have been
         provided as required by GAAP or other appropriate provisions have been
         made, so long as such





                                  Appendix-36
<PAGE>   175
         proceedings have the effect of staying the execution of such judgments
         or awards and satisfy the conditions for the continuation of
         proceedings to contest Taxes set forth in Section 13.1 of the Lease;

              (g)         Liens in favor of municipalities to the extent agreed
         to by the Lessor; and

              (h)         Permitted Exceptions.

         "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint stock company, trust, unincorporated organization,
governmental authority or any other entity.

         "Plans and Specifications" shall mean, with respect to Improvements,
the plans and specifications for such Improvements to be constructed or already
existing, as such Plans and Specifications may be amended, modified or
supplemented from time to time in accordance with the terms of the
Participation Agreement.

         "Prime Lending Rate" shall have the meaning given to such term in the
definition of ABR.

         "Property" shall mean, with respect to the Permitted Facility to be
acquired, constructed and/or renovated pursuant to the terms of the Operative
Agreements, the Land and each item of Equipment and the various Improvements,
in each case located on the Land, including without limitation the Construction
Period Property and the Property after the Basic Term has commenced.

         "Property Cost" shall mean with respect to the Property the aggregate
amount of the Loan Property Cost, plus the Holder Property Cost for the
Property (as such amounts shall be increased respecting the Holder Advances and
the Loans extended from time to time to pay for the Transaction Expenses, fees,
expenses and other disbursements referenced in Sections 9.1(a) and (b) of the
Participation Agreement).





                                  Appendix-37
<PAGE>   176
         "Purchase Option" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Purchasing Lender" shall have the meaning given to such term in
Section 9.8(a) of the Credit Agreement.

         "Register" shall have the meaning given to such term in Section 9.9(a)
of the Credit Agreement.

         "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.

         "Release" shall mean any release, pumping, pouring, emptying,
injecting, escaping, leaching, dumping, seepage, spill, leak, flow, discharge,
disposal or emission of a Hazardous Substance.

         "Renewal Term" shall have the meaning specified in Section 2.2 of the
Lease.

         "Rent" shall mean, collectively, the Basic Rent and the Supplemental
Rent, in each case payable under the Lease.

         "Reportable Event" shall have the meaning specified in ERISA.

         "Requested Funds" shall mean any funds requested by the Lessee or the
Construction Agent, as applicable, in accordance with Section 5 of the
Participation Agreement.

         "Requirement of Law" shall mean, as to any Person, the Certificate of
Incorporation and By-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person
or any of its property is subject.

         "Requisition" shall have the meaning specified in Section 4.2 of the
Participation Agreement.





                                  Appendix-38
<PAGE>   177
         "Responsible Officer" shall mean the Chairman or Vice Chairman of the
Board of Directors, the Chairman or Vice Chairman of the Executive Committee of
the Board of Directors, the President, any Senior Vice President or Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer, except that when used with respect to
the Trust Company or the Owner Trustee, "Responsible Officer" shall also
include the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, the Controller and any Assistant Controller or any other officer
of the Trust Company or the Owner Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

         "Sale Date" shall have the meaning given to such term in Section
22.1(a) of the Lease.

         "Sale Notice" shall mean a notice given to the Lessor in connection
with the election by the Lessee of its Sale Option.

         "Sale Option" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Scheduled Interest Payment Date" shall mean (a) as to any Eurodollar
Loan or Eurodollar Holder Advance, the last day of the Interest Period
applicable to such Eurodollar Loan or Eurodollar Holder Advance, (b) as to any
ABR Loan or any ABR Holder Advance, the fifteenth day of each month and (c) as
to all Loans and Holder Advances, the date of any voluntary or involuntary
payment, prepayment, return or redemption, and the Maturity Date or the
Expiration Date, as the case may be.

         "Securities Act" shall mean the Securities Act of 1933, as amended,
together with the rules and regulations promulgated thereunder.

         "Security Agreement" shall mean the Security Agreement dated as of the
Initial Closing Date between the Lessor and the Agent, for the benefit of the
Lenders.





                                  Appendix-39
<PAGE>   178
         "Security Documents" shall mean the collective reference to the
Security Agreement, the Mortgage Instruments, the Guaranty, the Lease (to the
extent the Lease is construed as a security instrument) and all other security
documents hereafter delivered to the Agent granting a lien on any asset or
assets of any Person to secure the obligations and liabilities of the Lessor
under the Credit Agreement and/or under any of the other Credit Documents or to
secure any guarantee of any such obligations and liabilities.

         "Soft Costs" shall mean all costs related to the development and
construction of the Improvements other than Hard Costs, including without
limitation fees and expenses related to appraisals, title examinations, title
insurance, surveys, environmental site assessments, geotechnical soil
investigations and similar costs, the Lender Unused Fee, the Holder Unused Fee,
the Advisory Fee, fees and expenses of the Owner Trustee payable or
reimbursable under the Operative Agreements and costs and expenses incurred
pursuant to Sections 9.3 (i) and (ii) of the Participation Agreement.

         "Stuart Park Trust" shall mean the grantor trust created pursuant to
the terms and conditions of the Trust Agreement.

         "Subsidiary" shall mean, as to any Person, any corporation of which at
least a majority of the outstanding stock having by the terms thereof ordinary
voting power to elect a majority of the board of directors of such corporation
(irrespective of whether or not at the time stock of any other class or classes
of such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such Person, or by one
(1) or more Subsidiaries, or by such Person and one (1) or more Subsidiaries.

         "Supplemental Amounts" shall have the meaning given to such term in
Section 9.18 of the Credit Agreement.

         "Supplemental Rent" shall mean all amounts, liabilities and
obligations (other than Basic Rent) which the Lessee assumes or agrees to pay
to the Lessor, the Trust Company, the Holders, the Agent, the Lenders or any
other Person under the Lease or under





                                  Appendix-40
<PAGE>   179
any of the other Operative Agreements including without limitation payments of
the Termination Value and the Maximum Residual Guarantee Amount and all
indemnification amounts, liabilities and obligations.

         "Taxes" shall have the meaning specified in the definition of
Impositions.

         "Term" shall mean the Interim Lease Term, Basic Term and each Renewal
Term, if any.

         "Termination Date" shall have the meaning specified in Section 16.2(a)
of the Lease.

         "Termination Event" shall mean (a) with respect to any Pension Plan,
the occurrence of a Reportable Event or an event described in Section 4062(e)
of ERISA, (b) the withdrawal of the Lessee or any ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a substantial
employer (as such term is defined in Section 4001(a)(2) of ERISA), or the
termination of a Multiple Employer Plan, (c) the distribution of a notice of
intent to terminate a Plan or Multiemployer Plan pursuant to Section 4041(a)(2)
or 4041A of ERISA, (d) the institution of proceedings to terminate a Plan or
Multiemployer Plan by the PBGC under Section 4042 of ERISA, (e) any other event
or condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan or
Multiemployer Plan, or (f) the complete or partial withdrawal of the Lessee or
any ERISA Affiliate from a Multiemployer Plan.

         "Termination Notice" shall have the meaning specified in Section 16.1
of the Lease.

         "Termination Value" shall mean the sum of (a) with respect to the
Property, an amount equal to the outstanding Property Cost for the Property as
of the last occurring Payment Date, plus (b) any and all accrued interest on
the Loans and any and all Holder Yield on the Holder Advances related to the
Property Cost, plus (c) all other Rent and other amounts then due and payable
or accrued under the Agency Agreement, Lease and/or under any other Operative





                                  Appendix-41
<PAGE>   180
Agreement (including without limitation all costs and expenses referred to in
clause FIRST of Section 22.2 of the Lease).

         "Total Condemnation" shall mean a Condemnation that involves a taking
of the Lessor's entire title to the Property.

         "Tranche A Commitments" shall mean the obligation of the Tranche A
Lenders to make the Tranche A Loans to the Lessor in an aggregate principal
amount at any one (1) time outstanding not to exceed the aggregate of the
amounts set forth opposite each Tranche A Lender's name on Schedule 1.1 to the
Credit Agreement, as such amount may be reduced from time to time in accordance
with the provisions of the Operative Agreements; provided, no Tranche A Lender
shall be obligated to make Tranche A Loans in excess of such Tranche A Lender's
share of the Tranche A Commitments as set forth adjacent to such Tranche A
Lender's name on Schedule 1.1 to Credit Agreement.

         "Tranche A Lenders" shall mean NationsBank of Texas, N.A. and the
several banks and other financial institutions from time to time party to the
Credit Agreement that commit to make the Tranche A Loans.

         "Tranche A Loans" shall mean the Loans made pursuant to the Tranche A
Commitment.

         "Tranche A Note" shall have the meaning given to it in Section 2.2 of
the Credit Agreement.

         "Tranche B Commitments" shall mean the obligation of the Tranche B
Lenders to make the Tranche B Loans to the Lessor in an aggregate principal
amount at any one (1) time outstanding not to exceed the aggregate of the
amounts set forth opposite each Tranche B Lender's name on Schedule 1.1 to the
Credit Agreement, as such amount may be reduced from time to time in accordance
with the provisions of the Operative Agreements; provided, no Tranche B Lender
shall be obligated to make Tranche B Loans in excess of such Tranche B Lender's
share of the Tranche B Commitments as set forth adjacent to such Tranche B
Lender's name on Schedule 1.1 to Credit Agreement.





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<PAGE>   181
         "Tranche B Lenders" shall mean NationsBank of Texas, N.A. and the
several banks and other financial institutions from time to time party to the
Credit Agreement that commit to make the Tranche B Loans.

         "Tranche B Loan" shall mean the Loans made pursuant to the Tranche B
Commitment.

         "Tranche B Note" shall have the meaning given to it in Section 2.2 of
the Credit Agreement.

         "Transaction Expenses" shall mean all Soft Costs and all other costs
and expenses incurred in connection with the preparation, execution and
delivery of the Operative Agreements and the transactions contemplated by the
Operative Agreements including without limitation:

              (a)         the reasonable fees, out-of-pocket expenses and
         disbursements of counsel in negotiating the terms of the Operative
         Agreements and the other transaction documents, preparing for the
         closings under, and rendering opinions in connection with, such
         transactions and in rendering other services customary for counsel
         representing parties to transactions of the types involved in the
         transactions contemplated by the Operative Agreements;

              (b)         the reasonable fees, out-of-pocket expenses and
         disbursements of accountants for the Lessee or the Construction Agent
         in connection with the transaction contemplated by the Operative
         Agreements;

              (c)         any and all other reasonable fees, charges or other
         amounts payable to the Lenders, the Agent, the Holders, the Owner
         Trustee or any broker which arises under any of the Operative
         Agreements;

              (d)         any other reasonable fee, out-of-pocket expenses,
         disbursement or cost of any party to the Operative Agreements or any
         of the other transaction documents; and





                                  Appendix-43
<PAGE>   182
              (e)         any and all Taxes and fees incurred in recording or
         filing any Operative Agreement or any other transaction document, any
         deed, declaration, mortgage, security agreement, notice or financing
         statement with any public office, registry or governmental agency in
         connection with the transactions contemplated by the Operative
         Agreement.

         "Tribunal" shall mean any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision agency, department,
commission, board, bureau or instrumentality of a governmental body.

         "Trust" shall mean Stuart Park Trust, a grantor trust created pursuant
to the Trust Agreement.

         "Trust Agreement" shall mean the Trust Agreement dated as of the
Initial Closing Date between the Holders and the Owner Trustee.

         "Trust Company" shall mean First Security Bank, National Association,
in its individual capacity, and any successor owner trustee under the Trust
Agreement in its individual capacity.

         "Trust Estate" shall have the meaning specified in Section 2.2 of the
Trust Agreement.

         "Type" shall mean, as to any Loan, whether it is an ABR Loan or a
Eurodollar Loan.

         "UCC Financing Statements" shall mean collectively the Lender
Financing Statements and the Lessor Financing Statements.

         "Unanimous Vote Matters" shall have the meaning given it in Section
10.2(j) of the Participation Agreement.

         "Unfunded Amount" shall have the meaning specified in Section 3.2 of
the Agency Agreement.

         "Unfunded Liability" shall mean, with respect to any Plan, at any
time, the amount (if any) by which (a) the present value of all benefits under
such Plan exceeds (b) the fair market value of





                                  Appendix-44
<PAGE>   183
all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of the Company or any member of the Controlled
Group to the PBGC or such Plan under Title IV of ERISA.

         "Uniform Commercial Code" and "UCC" shall mean the Uniform Commercial
Code as in effect in any applicable jurisdiction.

         "United States Bankruptcy Code" shall mean Title 11 of the United
States Code.

         "Unused Fee" shall mean, collectively, the Holder Unused Fee and the
Lender Unused Fee.

         "Unused Fee Payment Date" shall mean the last Business Day of each
month and the last Business Day of the Commitment Period, or such earlier date
as the Commitments shall terminate as provided in the Credit Agreement or the
Holder Commitment shall terminate as provided in the Trust Agreement.

         "Voting Power" shall mean, with respect to securities issued by any
Person, the combined voting power of all securities of such person which are
issued and outstanding at the time of determination and which are entitled to
vote in the election of directors or such Person, other than securities having
such power only by reason of the happening of a contingency.

         "Withdrawal Liability" shall mean liability to a Multiemployer Plan as
a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

         "Work" shall mean the furnishing of labor, materials, components,
furniture, furnishings, fixtures, appliances, machinery, equipment, tools,
power, water, fuel, lubricants, supplies, goods and/or services with respect to
the Property.





                                  Appendix-45