<PAGE>   1
                                                                     EXHIBIT 4.4

                STERLING CHEMICALS, INC., a Debtor-in-Possession

                                    Trustor,

                                       to

                               R. CHRISTIAN BROSE,

                                     Trustee

                                       and

                       THE CIT GROUP/BUSINESS CREDIT, INC.
                            as Administrative Agent,

                                   Beneficiary

                                   ----------

                   FIXED ASSETS SECURED PARTIES DEED OF TRUST,
                         ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

                                   ----------

                           Dated as of July 19, 2001

           This instrument affects certain real and personal property
                          located in Galveston County,
                                 State of Texas.

================================================================================

                              Record and return to:

                                 Baker Botts LLP
                           2001 Ross Avenue, Suite 600
                               Dallas, Texas 75201
                       Attention: R. Christian Brose, Esq.

This instrument was prepared by the above-named attorney.

Notice: This instrument contains inter alia obligations which may provide for.

                  (a)      a variable rate of interest and/or

                  (b)      future and/or revolving credit advances or
                           readvances, which when made, shall have the same
                           priority as advances or readvances made on the date
                           hereof whether or not (i) any advances or readvances
                           were made on the date hereof and (ii) any
                           indebtedness is outstanding at the time any advance
                           or re-advance is made.

     Notwithstanding anything to the contrary contained herein, the maximum
     principal indebtedness secured under any contingency by this instrument
                      shall in no event exceed $70,000,000



<PAGE>   2

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                        Section Page
                                                                                                        ------------
<S>               <C>                                                                                   <C>
SECTION 1.1.      Payment of Secured Obligations..............................................................I-3-A-5
SECTION 1.2.      Title to Trust Premises etc.................................................................I-3-A-5
SECTION 1.3.      Intentionally Omitted.......................................................................I-3-A-6
SECTION 1.4.      Recordation.................................................................................I-3-A-6
SECTION 1.5.      Payment of Impositions, etc.................................................................I-3-A-6
SECTION 1.6.      Insurance and Legal Requirements............................................................I-3-A-7
SECTION 1.7.      Security Interests, etc.....................................................................I-3-A-7
SECTION 1.8.      Permitted Contests..........................................................................I-3-A-7
SECTION 1.9.      Leases......................................................................................I-3-A-8
SECTION 1.10.     Compliance with Instruments.................................................................I-3-A-8
SECTION 1.11.     Maintenance and Repair, etc.................................................................I-3-A-8
SECTION 1.12.     Alterations, Additions, etc.................................................................I-3-A-9
SECTION 1.13.     Acquired Property, Subject to Lien..........................................................I-3-A-9
SECTION 1.14.     Assignment of Rents, Proceeds, etc..........................................................I-3-A-9
SECTION 1.15.     No Claims Against the Trustee or the Beneficiary...........................................I-3-A-10
SECTION 1.16.     Indemnification............................................................................I-3-A-10
SECTION 1.17.     No Credit for Payment of Taxes.............................................................I-3-A-12
SECTION 1.18.     Intentionally Omitted......................................................................I-3-A-12
SECTION 1.19.     No Transfer of the Property................................................................I-3-A-12
SECTION 1.20.     Security Agreement.........................................................................I-3-A-12
SECTION 1.21.     Representations and Warranties.............................................................I-3-A-13
SECTION 1.22.     Trustor's Covenants........................................................................I-3-A-13
SECTION 1.23.     Attornment.................................................................................I-3-A-13
SECTION 2.1.      Insurance..................................................................................I-3-A-14
SECTION 2.1.1.    Risks to be Insured........................................................................I-3-A-14
SECTION 2.1.2.    Policy Provisions..........................................................................I-3-A-14
SECTION 2.1.3.    Delivery of Certificates, etc..............................................................I-3-A-15
SECTION 2.1.4.    Separate Insurance.........................................................................I-3-A-15
SECTION 2.2.      Damage, Destruction or Taking; Trustor to Give Notice: Assignment of Awards................I-3-A-15
SECTION 2.3.      Application of Proceeds and Awards.........................................................I-3-A-16
SECTION 2.4.      Total Taking and Total Destruction.........................................................I-3-A-17
SECTION 3.1.      Events of Default; Acceleration............................................................I-3-A-17
SECTION 3.2.      Legal Proceeding; Judicial Foreclosure.....................................................I-3-A-17
SECTION 3.3.      Power of Sale..............................................................................I-3-A-18
SECTION 3.4.      Uniform Commercial Code Remedies...........................................................I-3-A-19
SECTION 3.5.      Trustee and Beneficiary Authorized to Execute Deeds, etc...................................I-3-A-20
SECTION 3.6.      Purchase of Trust Premises by Beneficial...................................................I-3-A-20
SECTION 3.7.      Receipt a Sufficient Discharge to Purchaser................................................I-3-A-20
SECTION 3.8.      Waiver of Appraisement, Valuation, etc.....................................................I-3-A-20
SECTION 3.9.      Sale a Bar Against Trustor.................................................................I-3-A-20
SECTION 3.10.     Secured Obligations to Become Due on Sale..................................................I-3-A-20
</Table>



                                        i
<PAGE>   3

<Table>
<S>               <C>                                                                                        <C>
SECTION 3.11.     Application of Proceeds of Sale and Other Money............................................I-3-A-21
SECTION 3.12.     Appointment of Receiver....................................................................I-3-A-21
SECTION 3.13.     Possession, Management and Income..........................................................I-3-A-22
SECTION 3.14.     Right of Trustee and the Beneficiary to Perform Trustor's Covenants, etc...................I-3-A-22
SECTION 3.15.     Subrogation................................................................................I-3-A-22
SECTION 3.16.     Remedied, etc. Cumulative..................................................................I-3-A-23
SECTION 3.17.     Provision Subject to Applicable Law........................................................I-3-A-23
SECTION 3.18.     No Waiver, etc.............................................................................I-3-A-23
SECTION 3.19.     Compromise of Actions, etc.................................................................I-3-A-23
SECTION 4.1.      Terms Defined in this Deed of Trust........................................................I-3-A-24
SECTION 4.2.      Use of Defined Terms.......................................................................I-3-A-25
SECTION 4.3.      Credit Agreement Definitions...............................................................I-3-A-26
SECTION 5.1.      Further Assurances; Financing Statement....................................................I-3-A-26
SECTION 5.1.1.    Further Assurances.........................................................................I-3-A-26
SECTION 5.1.2.    Financing Statements.......................................................................I-3-A-26
SECTION 5.2.      Additional Security........................................................................I-3-A-26
SECTION 5.3.      Defeasance, Partial Release, etc...........................................................I-3-A-27
SECTION 5.3.1.    Defeasance.................................................................................I-3-A-27
SECTION 5.3.2.    Partial Release, etc.......................................................................I-3-A-27
SECTION 5.4.      Notices. etc...............................................................................I-3-A-27
SECTION 5.5.      Waivers, Amendments, etc...................................................................I-3-A-27
SECTION 5.6.      Cross-References...........................................................................I-3-A-27
SECTION 5.7.      Headings...................................................................................I-3-A-27
SECTION 5.8.      Currency...................................................................................I-3-A-28
SECTION 5.9.      Governing Law..............................................................................I-3-A-28
SECTION 5.10.     Successors and Assigns.....................................................................I-3-A-28
SECTION 5.11.     Concerning the Trustee.....................................................................I-3-A-28
SECTION 5.11.1.   Acceptance of Trusts; Certain Terms of the Trusts..........................................I-3-A-28
SECTION 5.11.2.   Duties and Responsibility of Trustee In Case of Default Prior to Default; When Acting
                  Under Direction of Beneficiary.............................................................I-3-A-29
SECTION 5.11.3.   Notice of Default..........................................................................I-3-A-30
SECTION 5.11.4.   Resignation and Removal; Appointment of Successor Trustee..................................I-3-A-30
SECTION 5.12.     Waiver of Jury Trial; Submission to Jurisdiction...........................................I-3-A-30
SECTION 5.13.     Severability; Conflicts....................................................................I-3-A-31
SECTION 5.14.     Loan Document..............................................................................I-3-A-31
SECTION 5.15.     Usury Savings Clause.......................................................................I-3-A-31
SECTION 5.16.     Future Advances............................................................................I-3-A-32
SECTION 5.17.     Future Advances............................................................................I-3-A-32
SECTION 5.18.     Entire Agreement...........................................................................I-3-A-33
</Table>

Acknowledgements

Schedule 1                 Description of the Land
Schedule 2                 Permitted Encumbrances



                                       ii
<PAGE>   4

        FIXED ASSETS SECURED PARTIES DEED OF TRUST, ASSIGNMENT OF LEASES
                AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

         THIS FIXED ASSETS SECURED PARTIES DEED OF TRUST, ASSIGNMENT OF LEASES
AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING dated as of July 19, 2001 (this
"Deed of Trust") made by STERLING CHEMICALS, INC., a Delaware corporation (the
"Trustor"), having an address at 1200 Smith St., Suite 1900, Houston, Harris
County, Texas 77002-4312 to R. CHRISTIAN BROSE, an individual residing in Dallas
County, Texas and having an address of c/o Baker Botts, L.L.P., 2001 Ross
Avenue, Suite 800, Dallas, Texas 75201, as trustee (the "Trustee") for the
benefit of THE CIT GROUP/BUSINESS CREDIT, INC., having an address at 5420 LBJ
Freeway, Suite 200, Dallas, Texas 75240, as the Administrative Agent for each of
the Fixed Assets Secured Parties under the Credit Agreement referred to below,
as beneficiary (together with its successors and assigns from time to time
acting as Administrative Agent for each of the Fixed Assets Secured Parties
under such Credit Agreement, the "Beneficiary").

                                WITNESSETH THAT:

         WHEREAS, Trustor has elected to file a voluntary petition with the
United States Bankruptcy Court for the Southern District of Texas and has
continued in possession of its assets and in the management of its business
pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

         WHEREAS, the Trustor is on the date of delivery hereof the owner of fee
title (or easement or leasehold title if otherwise indicated on Schedule 1
hereto) to the parcels of land described in Schedule 1 hereto (the "Land" and of
the Improvements (such term and other capitalized terms used in this Deed of
Trust having the respective meanings specified or referred to in Article IV);

         WHEREAS, pursuant to the terms, conditions and provisions of the
Revolving Credit Agreement, dated as of the date hereof (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Trustor, Sterling Canada, Inc., Sterling Pulp Chemicals U.S., Inc.,
Sterling Pulp Chemicals, Inc., Sterling Fibers, Inc., Sterling Chemicals Energy,
Inc. and Sterling Chemicals International, Inc., as Borrowers (collectively, the
"Borrowers"), the financial institutions from time to time parties thereto (the
"Lenders") and The CIT Group/Business Credit, Inc., as the Administrative Agent,
and the Lenders and the Issuer have agreed, subject to the conditions and
limitations set forth therein, to make Loans to, and to issue Letters of Credit
for the account of, the Borrowers in the maximum original principal amount not
to exceed One Hundred Ninety-Five Million Dollars ($195,000,000) (such Loans and
Letters of Credit are hereinafter referred to collectively as the "Credit
Extensions").

         WHEREAS, the Credit Extensions consist of, inter alia, Fixed Assets
Loans in a maximum principal amount not to exceed Seventy Million Dollars
($70,000,000) having a Maturity Date of the earlier to occur of (i) the
thirtieth (30th) day after the date of the entry of the Interim Order if the
Final Order has not been entered prior to such date (unless the Maturity Date
has been extended pursuant to Section 10.1(e)(i) of the Credit Agreement), (ii)
the date on which



                                    I-3-A-1
<PAGE>   5

the Bankruptcy Court enters an order denying approval of the transactions
contemplated in the Credit Agreement, and (iii) the second anniversary of the
Effective Date (unless the Maturity Date has been extended pursuant to Section
10.1(e)(i) of the Credit Agreement); and

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

                                     GRANT:

         NOW, THEREFORE, for and in consideration of the premises, and of the
mutual covenants herein contained, and in order to induce the Fixed Assets
Lenders to make the Fixed Assets Loans pursuant to the Credit Agreement, and in
order to secure the full, timely and proper payment and performance of and
compliance with each and every one of the Secured Obligations (as hereinafter
defined), effective upon the entry of the Interim Order, the Trustor hereby
irrevocably grants, bargains, sells, mortgages, warrants, aliens, demises,
releases, hypothecates, pledges, assigns, transfers and conveys to the Trustee,
the successors, successors in trust and assigns of Trustee, IN TRUST, WITH POWER
OF SALE, for the benefit of the Beneficiary and its successors and assigns,
forever, all of the following (the "Trust Premises"):

                  (a) Real Estate. All of Trustor's right, title and interest in
         and to all of the Land and all additional lands and estates therein now
         owned or hereafter acquired by the Trustor for use or development with
         the Land or any portion thereof, together with all and singular the
         tenements, rights, easements, hereditaments, rights of way, privileges,
         liberties, appendages and appurtenances now or hereafter belonging or
         in any way pertaining to the Land and such additional lands and estates
         therein (including, without limitation, all rights relating to storm
         and sanitary sewer, water, gas, electric, railway and telephone
         services); all development rights, air rights, riparian rights, water,
         water rights, water stock, all rights in, to and with respect to any
         and all oil, gas, coal, minerals and other substances of any kind or
         character underlying or relating to the Land and such additional lands
         and estates therein and any interest therein; all estate, claim,
         demand, right, title or interest of the Trustor in and to any street,
         road, highway or alley vacated or other, adjoining the Land or any part
         thereof and such additional lands and estates therein; all strips and
         gores belonging, adjacent or pertaining to the Land or such additional
         lands and estates; and any after-acquired property (herein collectively
         referred to as the "Real Estate");

                  (b) Improvements. All of Trustor's right, title and interest
         in and to all buildings, structures and other improvements and any
         additions and alterations thereto or replacements thereof, now or
         hereafter built, constructed or located upon the Real Estate; and, to
         the extent that any of the following items of property constitutes
         fixtures under applicable laws, all furnishings, fixtures, fittings,
         appliances, apparatus, equipment, machinery, building and construction
         materials and other articles of every kind and nature whatsoever and
         all replacements thereof, now or hereafter affixed or attached to,
         placed upon or used in any way in connection with the complete and
         comfortable use, enjoyment, occupation, operation, development and/or
         maintenance of the Real Estate or such buildings, structures and other
         improvements, including, but not limited to,



                                    I-3-A-2
<PAGE>   6

         partitions, furnaces, boilers, oil burners, radiators and piping,
         plumbing and bathroom fixtures, refrigeration, heating, ventilating,
         air conditioning and sprinkler systems, other fire prevention and
         extinguishing apparatus and materials, vacuum cleaning systems, gas and
         electric fixtures, incinerators, compactors, elevators, engines,
         motors, generators and all other articles of property which are
         considered fixtures under applicable law (such buildings, structures
         and other improvements and such other property are herein collectively
         referred to as the "Improvements"; the Real Estate and the Improvements
         are herein collectively referred to as the "Property");

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

                  (d) All goodwill, trademarks, trade names, option rights,
         purchase contracts, real and personal property tax refunds, books and
         records and general intangibles of the Trustor relating to the Property
         and all accounts, contract rights, instruments, chattel paper and other
         rights of the Trustor for the payment of money for property sold or
         lent, for services rendered, for money lent, or for advances or
         deposits made, and any other intangible property of the Trustor
         relating to the Property (herein collectively referred to as the
         "Intangibles");

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

                  (f) Plans. All rights of the Trustor in and to all plans and
         specifications, designs, drawings and other information, materials and
         matters heretofore or hereafter



                                    I-3-A-3
<PAGE>   7

         prepared relating to the Improvements or any construction on the Real
         Estate (herein collectively referred to as the "Plans");

                  (g) Permits. All rights of the Trustor, to the extent
         assignable, in, to and under all permits, franchises, licenses,
         approvals and other authorizations respecting the use, occupation and
         operation of the Property and every part thereof and respecting any
         business or other activity conducted on or from the Property, and any
         product or proceed thereof or therefrom, including, without limitation,
         all building permits, certificates of occupancy and other licenses,
         permits and approvals issued by governmental authorities having
         jurisdiction (herein collectively referred to as the "Permits");

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

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

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

                  (k) Proceeds. All proceeds of the conversion, voluntary or
         involuntary of any of the foregoing into cash or liquidated claims,
         including, without limitation, proceeds of insurance and condemnation
         awards (herein collectively referred to as "Proceeds"); and

                  (l) Other Property. All other property and rights of the
         Trustor of every kind and character relating to the Property, and all
         proceeds and products of any of the foregoing; provided however, the
         Trust Premises shall not include any general intangibles or other
         rights arising under any contracts, instruments, licenses, or other
         documents as to which the grant of a lien and/or security interest
         would constitute a violation of a valid and enforceable restriction in
         favor of a third party on such grant, unless and until any required
         consents shall have been obtained

         AND, without limiting any of the other provisions of this Deed of Trust
the Trustor expressly grants to the Beneficiary, as secured party, a security
interest in all of those portions of the Trust Premises which are or may be
subject to the State Uniform Commercial Code provisions applicable to secured
transactions subject, however, to the Permitted Encumbrances;



                                    I-3-A-4
<PAGE>   8

         TO HAVE AND TO HOLD the Trust Premises unto the Trustee and the
successors, successors-in-trust and assigns of the Trustee for the benefit of
the Beneficiary, its successors and assigns, forever subject, however, to the
Permitted Encumbrances.

         FURTHER to secure the full, timely and proper payment and performance
of the Secured Obligations, the Trustor hereby covenants and agrees with and
warrants to the Trustee and the Beneficiary as follows:

                                    ARTICLE I

                     COVENANTS AND AGREEMENTS OF THE TRUSTOR

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

                  (a) it will duly and punctually pay and perform or cause to be
         paid and performed each of the Secured Obligations at the time and in
         accordance with the terms of the Loan Documents pertaining to the Fixed
         Assets Loans, and

                  (b) when and as due and payable from time to time in
         accordance with the terms hereof or of any other Loan Documents
         pertaining to the Fixed Assets Loans, pay and perform, or cause to be
         paid and performed, all other Secured Obligations.

         SECTION 1.2. Title to Trust Premises etc. The Trustor represents and
warrants to and covenants with the Trustee and the Beneficiary that:

                  (a) except as otherwise permitted by the terms of the Credit
         Agreement, as of the date hereof and at all times hereafter while this
         Deed of Trust is outstanding, the Trustor (1) is and shall be the
         absolute owner of the legal and beneficial title to the applicable
         interest in the Property and to all other property included in the
         Trust Premises, and (2) has and shall have good and indefeasible title
         in fee simple absolute, or good and sufficient easement or leasehold
         title, as currently represented in the granting clause as of the date
         hereof, to the Property; provided, however, that the portion of the
         Land described on Part III of Schedule 1 is hereby excluded from this
         covenant, subject in each case only to this Deed of Trust, the
         Permitted Liens (as defined in the Credit Agreement) and the
         encumbrances set forth in Schedule 2 hereto (collectively, the
         "Permitted Encumbrances");

                   (b) the Trustor has good and lawful right, power and
          authority to execute this Deed of Trust and to convey, transfer,
          assign, mortgage and grant a security interest in the Trust Premises,
          all as provided herein;

                  (c) this Deed of Trust has been duly executed, acknowledged
         and delivered on behalf of the Trustor, all consents and other actions
         required to be taken by the officers, directors, shareholders and
         partners, as the case may be, of the Trustor have been duly and fully
         given and performed and this Deed of Trust constitutes the legal, valid
         and



                                    I-3-A-5
<PAGE>   9

         binding obligation of the Trustor, enforceable against the Trustor in
         accordance with its terms;

                  (d) upon entry of the Interim Order, the Trustor shall have a
         deed of trust lien on the Property and a perfected security interest in
         the Collateral other than the Property, in each case senior in priority
         to all Liens other than the then applicable Priority Liens; and

                  (e) the Trustor, at its expense, will warrant and defend the
         Trustee and the Beneficiary and any purchaser under the power of sale
         herein or at any foreclosure sale Trustor's title to the Trust Premises
         and the deed of trust lien and perfected security interest of this Deed
         of Trust thereon and therein against all claims and demands and will
         maintain, preserve and protect such lien and security interest and will
         keep this Deed of Trust a valid, direct deed of trust lien of record on
         the Property and a perfected security interest in the Trust Premises
         other than the Property, in each case senior in priority to all Liens
         other than the then applicable Priority Liens and subject only to
         Permitted Encumbrances.

         SECTION 1.3. Intentionally Omitted.

         SECTION 1.4. Recordation. The Trustor, at its expense, will at all
times cause this Deed of Trust and any instruments amendatory hereof or
supplemental hereto and any instruments of assignment hereof or thereof (and any
appropriate financing statements or other instruments and continuations
thereof), and each other instrument delivered in connection with the Fixed
Assets Loans or any other Loan Document pertaining to the Fixed Assets Loans and
intended thereunder to be recorded, registered and filed, to be kept recorded,
registered and filed, in such manner and in such places, and will pay all such
recording, registration, filing fees, taxes and other charges, and will comply
with all such statutes and regulations as may be required by law in order to
establish, preserve, perfect and protect the lien and security interest of this
Deed of Trust as a valid, direct deed of trust lien on the Property and
perfected security interest in the Trust Premises other than the Property,
senior in priority to all Liens other than the then applicable Priority Liens.
The Trustor will pay or cause to be paid, and will indemnify the Trustee and the
Beneficiary in respect of, all taxes (including interest and penalties) at any
time payable in connection with the filing and recording of this Deed of Trust
and any and all supplements and amendments hereto.

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



                                    I-3-A-6
<PAGE>   10

charges which may be levied on the Secured Obligations, or the interest thereon
(collectively, the "Impositions"). The Trustor will deliver to the Trustee and
the Beneficiary, upon request, copies of official receipts or other satisfactory
proof evidencing such payments.

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

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

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

noncompliance of which could reasonably be expected to cause a Material Adverse
Effect whether or not compliance therewith shall require structural changes in
or interference with the use and enjoyment of the Trust Premises or any part
thereof.

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

         SECTION 1.8. Permitted Contests. The Trustor at its expense may
contest, or cause to be contested, by appropriate legal proceedings conducted in
good faith and with due diligence, the amount or validity or application, in
whole or in part, of any Imposition, Legal Requirement or Insurance Requirement
or lien of a mechanic, materialman, supplier or vendor, provided that



                                    I-3-A-7
<PAGE>   11

(a) in the case of an unpaid Imposition, lien, encumbrance or charge, such
proceedings shall suspend the collection thereof from the Trustor, the Trustee,
the Beneficiary, and the Trust Premises (including any rent or other income
therefrom) and shall not materially interfere with the payment of any such rent
or income, (b) neither the Trust Premises nor any rent or other income therefrom
nor any part thereof or interest therein would be in any material danger of
being sold, forfeited, lost, impaired or interfered with, (c) in the case of a
Legal Requirement, neither the Trustor, the Trustee nor the Beneficiary would be
in material danger of any civil or criminal liability for failure to comply
therewith, (d) the Trustor shall have furnished such security, if any, as may be
required in the proceedings or as may be reasonably requested by the
Beneficiary, (e) the non-payment of the whole or any part of any Imposition will
not result in the delivery of a tax deed to the Trust Premises or any part
thereof because of such non-payment, (f) the payment of any sums required to be
paid with respect to any of the Fixed Asset Notes or under this Deed of Trust
(other than any unpaid Imposition, lien, encumbrance or charge at the time being
contested in accordance with this Section 1.8) shall not be interfered with or
otherwise affected, (g) in the case of any Insurance Requirement, the failure of
the Trustor to comply therewith shall not affect the validity of any insurance
required to be maintained by the Trustor under Section 2.1, and (h) that
adequate reserves, determined in accordance with GAAP, shall have been set aside
on the Trustor's books.

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

         SECTION 1.10. Compliance with Instruments. The Trustor at its expense
will promptly comply in all material respects with all rights of way or use,
privileges, franchises, servitudes, licenses, easements, tenements,
hereditaments and appurtenances forming a part of the Property and all
instruments creating or evidencing the same, in each case, to the extent
compliance therewith is required of the Trustor under the terms thereof. Except
as is permitted by the Credit Agreement, the Trustor will not take any action
which may result in a forfeiture or termination of the rights afforded to the
Trustor under any such instruments and will not, without the prior written
consent of the Beneficiary, amend any of such instruments in any manner adverse
to the Fixed Assets Lenders in any material respect.

         SECTION 1.11. Maintenance and Repair, etc. Subject to the provisions of
Section 1.12, the Trustor will keep or cause to be kept all presently and
subsequently erected or acquired Improvements and the sidewalks, curbs, vaults
and vault space, if any, located on or adjoining the same, and the streets and
the ways adjoining the same, in good and substantial order and repair and in
such a fashion that neither the value nor utility of the Trust Premises will be
diminished, and, at its sole cost and expense, will promptly make or cause to be
made all necessary and appropriate repairs, replacements and renewals thereof,
whether interior or exterior, structural or nonstructural, ordinary or
extraordinary, foreseen or unforeseen, so that its business carried on in
connection therewith may be properly conducted at all times. The Trustor



                                    I-3-A-8
<PAGE>   12

at its expense will do or cause to be done all shoring of foundations and walls
of any building or other Improvements on the Property and (to the extent
permitted by law) of the ground adjacent thereto, and every other act necessary
or appropriate for the preservation and safety of the Property by reason of or
in connection with any excavation or other building operation upon the Property
and upon any adjoining property, whether or not the Trustor shall, by any Legal
Requirement, be required to take such action or be liable for failure to do so.

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

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

         SECTION 1.14. Assignment of Rents, Proceeds, etc. The assignment, grant
and conveyance of the Leases, Rents, Proceeds and other rents, income, proceeds
and benefits of the Trust Premises contained in the Granting Clause of this Deed
of Trust shall constitute an absolute, present and irrevocable assignment, grant
and conveyance, provided however, that permission is hereby given to the
Trustor, so long as no Event of Default has occurred and be continuing
hereunder, to collect, receive and apply such Rents, Proceeds and other rents,
income, proceeds and benefits as they become due and payable, but not further in
advance thereof than is customary, and in accordance with all of the other
terms, conditions and provisions hereof, of the Loan Documents, and of the
Leases, contracts, agreements and other instruments with respect to which such
payments are made or such other benefits are conferred; provided further
however, that, to the extent required by the Credit Agreement, all such Leases,
Rents, Proceeds and other rents, income, proceeds and benefits shall be
deposited directly into the Lockbox Accounts. Upon the occurrence and
continuance of an Event of Default, such permission shall terminate immediately
and automatically, without notice to the Trustor or any other Person except as



                                    I-3-A-9
<PAGE>   13

required by law, and shall not be reinstated upon a cure of such Event of
Default without the express written consent of the Beneficiary. Such assignment
shall be fully effective without any further action on the part of the Trustor,
the Trustee, or the Beneficiary, and the Beneficiary shall be entitled, at its
option without the further order of or application to the Bankruptcy Court, upon
the occurrence and continuance of an Event of Default hereunder, to collect,
receive and apply all Rents, Proceeds and all other rents, income, proceeds and
benefits from the Trust Premises, including all right, title and interest of the
Trustor in any escrowed sums or deposits or any portion thereof or interest
therein, whether or not the Trustee or the Beneficiary takes possession of the
Trust Premises or any part thereof. The Trustor further grants to the
Beneficiary the. right, at the Beneficiary's option without the further order of
or application to the Bankruptcy Court, upon the occurrence and continuance of
an Event of Default hereunder, to:

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

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

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

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

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

         SECTION 1.16. Indemnification. The Trustor will protect, indemnify,
save harmless and defend the Trustee, the Beneficiary, the Fixed Assets Lenders,
and each of their respective officers, directors, shareholders, employees,
representatives and agents (collectively, the "Indemnified Parties") and
individually, an "Indemnified Party"), from and against any and all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses) imposed
upon or incurred by or asserted against any Indemnified Party by reason of (a)
ownership of an interest in this Deed of Trust, any other Loan Document
pertaining to the Fixed Assets Loans or the Property,



                                    I-3-A-10
<PAGE>   14

(b) any accident, injury to or death of persons or loss of or damage to or loss
of the use of property occurring on or about the Property or any part thereof or
the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys
or ways, (c) any use, non-use or condition of the Property or any part thereof
or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets,
alleys or ways, (d) any failure on the part of the Trustor to perform or comply
with any of the terms of this Deed of Trust or any Loan Document pertaining to
the Fixed Assets Loans, (e) performance of any labor or services or the
furnishing of any materials or other property in respect of the Trust Premises
or any part thereof made or suffered to be made by or on behalf of the Trustor,
(f) any negligence or tortious act on the part of the Trustor or any of its
agents, contractors, lessees, licensees or invitees, (g) any work in connection
with any alterations, changes, new construction or demolition of or additions to
the Property, or (h) (i) any Hazardous Material on, in, under or affecting all
or any portion of the Property, the groundwater, or any surrounding areas, (ii)
any misrepresentation, inaccuracy or breach of any warranty, covenant or
agreement contained or referred to in Sections 1.21 and 1.22, (iii) any
violation or claim of violation by the Trustor of any Environmental Laws, or
(iv) the imposition of any lien for damages caused by or the recovery of any
costs for the cleanup, release or threatened release of any Hazardous Material,
except to the extent that any of the matters described in subsections (a)-(h)
arise out of the gross negligence, unlawful acts or willful misconduct of any
Indemnified Party. THE TRUSTEE SHALL NOT BE LIABLE FOR ANY ACT OR OMISSION OR
ERROR OF JUDGMENT IN CONNECTION WITH THIS DEED OF TRUST, IT BEING THE INTENT OF
THE PARTIES HERETO THAT THE TRUSTEE SHALL NOT BE LIABLE FOR THE TRUSTEE'S SOLE
OR CONTRIBUTORY NEGLIGENCE. TRUSTOR SHALL AND DOES INDEMNIFY THE TRUSTEE AGAINST
ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, CAUSES OF ACTION, JUDGMENTS, COURT
COSTS, ATTORNEYS FEES AND EXPENSES THAT THE TRUSTEE MAY INCUR IN THE PERFORMANCE
OF THE TRUSTEE'S DUTIES HEREUNDER OR OTHERWISE IN CONNECTION WITH THIS DEED OF
TRUST WHETHER OR NOT SAME RESULT FROM THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE
TRUSTEE. THE FOREGOING SHALL ALSO APPLY TO ANY SUBSTITUTE TRUSTEE HEREUNDER. If
any action or proceeding be commenced, to which action or proceeding any
Indemnified Party is made a party by reason of the execution of this Deed of
Trust or any other Loan Document pertaining to the Fixed Assets Loans, or in
which it becomes necessary to defend or uphold the lien of this Deed of Trust,
all sums paid by the Indemnified Parties, for the expense of any litigation to
prosecute or defend the rights and lien created hereby or otherwise, shall be
paid by the Trustor to such Indemnified Parties, as the case may be, as
hereinafter provided. The Trustor will pay and save the Indemnified Parties
harmless against any and all liability with respect to any intangible personal
property tax or similar imposition of the State or any subdivision or authority
thereof now or hereafter in effect, to the extent that the same may be payable
by the Indemnified Parties in respect of this Deed of Trust, any Loan Document
pertaining to the Fixed Assets Loans or any Secured Obligation. All amounts
payable to the Indemnified Parties under this Section 1.16 shall be deemed
indebtedness secured by this Deed of Trust and any such amounts which are not
paid within ten (10) days after written demand therefor by any Indemnified Party
shall bear interest at the rate provided for in Section 3.2.2 of the Credit
Agreement from the date of such demand. In case any action, suit or proceeding
is brought against any Indemnified Party by reason of any such occurrence, the
Trustor, upon request of such Indemnified Party, will, at the Trustor's expense,
resist and defend such action, suit or proceeding or cause the same to be
resisted or



                                    I-3-A-11
<PAGE>   15

defended by counsel designated by the Trustor and approved by such Indemnified
Party. The obligations of the Trustor under this Section 1.16 shall survive any
discharge or reconveyance of this Deed of Trust and payment in full of the
Secured Obligations.

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

         SECTION 1.18. Intentionally Omitted.

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

         SECTION 1.20. Security Agreement. With respect to the items of personal
property and fixtures referred to and described in the Granting Clause of this
Deed of Trust and included as part of the Trust Premises, this Deed of Trust is
hereby made and declared to be a security agreement encumbering each and every
item of personal property and fixtures now or hereafter owned by Trustor and
included herein as a part of the Trust Premises, in compliance with the
provisions of the Uniform Commercial Code as enacted in the State. In this
respect (and notwithstanding the conveyance to the Trustee rather than directly
to the Beneficiary as provided in this Deed of Trust), Trustor, as "Debtor",
expressly grants to Beneficiary, as "Secured Party", a security interest in and
to all of the property now or hereafter owned by Trustor which constitutes the
personal property and fixtures hereinabove referred to and described in this
Deed of Trust, including all extensions, accessions, additions, improvements,
betterments, renewals, replacements and substitutions thereof or thereto, and
all proceeds from the sale or other disposition thereof. Trustor agrees that
Beneficiary may file this Deed of Trust, or a reproduction thereof, in the real
estate records or other appropriate index, as, and this Deed of Trust shall be
deemed to be, a financing statement filed as a fixture filing in accordance with
the laws of the State. Any reproduction of this Deed of Trust or of any other
security agreement or financing statement executed by Trustor shall be
sufficient as a financing statement. In addition, Trustor agrees to execute and
deliver to Beneficiary, upon Beneficiary's request, any other security agreement
and financing statements, as well as extensions, renewals, and amendments
thereof, and reproductions of this Deed of Trust, in such form as Beneficiary
may reasonably require to perfect a security interest with respect to said
items. Trustor shall pay all costs of filing such financing statements and any
extensions, renewals, amendments and releases thereof, and shall pay all
reasonable costs and expenses of any record searches for financing statements
Beneficiary may reasonably require. Except as is provided in the Credit
Agreement, and except for the Permitted Encumbrances, without the prior written
consent of Beneficiary, Trustor shall not create or suffer to be created
pursuant to the Uniform Commercial Code any other security



                                    I-3-A-12
<PAGE>   16

interest in the above-described personal property and fixtures, including any
replacements and additions thereto. Upon the occurrence and continuance of an
Event of Default under this Deed of Trust, the Beneficiary shall have and shall
be entitled to exercise any and all of the rights and remedies (i) as prescribed
in this Deed of Trust, or (ii) as prescribed by general law, or (iii) as
prescribed by the specific statutory provisions now or hereafter enacted and
specified in said Uniform Commercial Code, all at Beneficiary's sole election.
Trustor and Beneficiary agree that the filing of any financing statements in the
records normally having to do with personal property shall not in any way affect
the agreement of Trustor and Beneficiary that everything located in, on or
about, or used or intended to be used with or in connection with the use,
operation or enjoyment of, the Trust Premises, which is described or reflected
as a fixture in this Deed of Trust, is, and at all times and for all purposes
and in all proceedings, both legal and equitable, shall be, regarded as part of
the Real Estate conveyed hereby. Trustor warrants that Trustor's name, identity
and address are as set forth herein. The mailing address of the Beneficiary from
which information may be obtained concerning the security interest created
herein is also set forth herein. This information hereof is provided in order
that this Deed of Trust shall comply with the requirements of the Uniform
Commercial Code as enacted in the State for instruments to be filed as financing
statements. In accordance with the laws of the State, this Deed of Trust shall
remain effective as a fixture filing until this Deed of Trust is released or
satisfied of record or its effectiveness otherwise terminates as to the Trust
Premises.

         SECTION 1.21. Representations and Warranties. In order to induce the
Beneficiary to enter into this Deed of Trust, the Credit Agreement and the other
Loan Documents pertaining to the Fixed Assets Loans, the Trustor agrees that all
of the representations and warranties of Trustor set forth in the Credit
Agreement are incorporated into this Deed of Trust by reference as if fully set
forth herein.

         SECTION 1.22. Trustor's Covenants. In order to induce the Beneficiary
to enter into this Deed of Trust, the Credit Agreement and the other Loan
Documents pertaining to the Fixed Assets Loans, the Trustor agrees that all of
the covenants of Trustor set forth in the Credit Agreement are incorporated into
this Deed of Trust by reference as if fully set forth herein.

         SECTION 1.23. Attornment. Beneficiary hereby acknowledges and agrees
that the liens granted herein are subject to the rights of certain lessees under
the Leases as disclosed in the Credit Agreement and will be subject to the
rights of lessees under any Leases entered into by Trustor after the date hereof
which are permitted as Permitted Real Estate Liens pursuant to the Credit
Agreement, subject to the express rights contained in the applicable Lease. The
rights of the tenants under the Leases to the leased premises shall not be
adversely affected by the exercise by Beneficiary of any of its rights
hereunder, nor shall any such tenant be in any other way deprived of its rights
under the applicable Lease except in accordance with the terms of such Lease. In
the event that Beneficiary succeeds to the interest of Trustor under a Lease,
such Lease shall not be terminated or affected thereby except as set forth
therein, and any sale of the applicable leased premises by Beneficiary or
pursuant to the judgment of any court in an action to enforce the remedies
provided for in this Deed of Trust shall be made subject to such Lease and the
rights of such tenant expressly set forth thereunder. If Beneficiary succeeds to
the interests of Trustor in and to the applicable leased premises or under such
Lease or enters into possession of such leased premises, the Beneficiary, and
such tenants, shall be bound to each



                                    I-3-A-13
<PAGE>   17

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

                                   ARTICLE II

                 INSURANCE, DAMAGE, DESTRUCTION OR TAKING, ETC.

         SECTION 2.1. Insurance.

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

         SECTION 2.1.2. Policy Provisions. All insurance maintained by the
Trustor pursuant to Section 2.1.1 shall (a) (except for worker's compensation
insurance) list the Trustor and the Beneficiary, as additional insureds as their
respective interests may appear, (b) (except for worker's compensation and
public liability insurance) provide that the proceeds for any losses shall be
adjusted by the Trustor subject to the approval of the Beneficiary in the event
the proceeds shall exceed $1,000,000, and shall be payable to the Beneficiary,
to be held and applied



                                    I-3-A-14
<PAGE>   18

as provided in Section 2.3, (c) include effective waivers by the insurer of all
rights of subrogation against any named insured, the indebtedness secured by
this Deed of Trust and the Property and all claims for insurance premiums
against the Trustee and the Beneficiary, (d) (except for worker's compensation
and public liability insurance) provide that any losses shall be payable
notwithstanding (i) any act, failure to act or negligence of or violation of
warranties, declarations or conditions contained in such policy by any named
insured, (ii) the occupation or use of the Property for purposes more hazardous
than permitted by the terms thereof, (iii) any foreclosure or other action or
proceeding taken by the Beneficiary pursuant to any provision of this Deed of
Trust, or (iv) any change in title or ownership of the Property, (e) provide
that no cancellation, reduction in amount or material change in coverage thereof
or any portion thereof shall be effective until at least thirty (30) days after
receipt by the Beneficiary of written notice thereof, (f) provide that any
notice under such policies shall be simultaneously delivered to the Beneficiary,
and (g) be satisfactory in all other reasonable respects to the Beneficiary. Any
insurance maintained pursuant to this Section 2.1 may be evidenced by blanket
insurance policies covering the Property and other properties or assets of the
Trustor, provided that any such policy shall specify the portion, if less than
all, of the total coverage of such policy that is allocated to the Property and
shall in all other respects comply with the requirements of this Section 2.1.

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

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

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

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



                                    I-3-A-15
<PAGE>   19

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

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

         SECTION 2.3. Application of Proceeds and Awards. Subject to any
applicable requirements of the Financing Order, the Credit Agreement and the
Revolver Intercreditor Agreement, all amounts recovered under any insurance
policy required to be maintained by the Trustor hereunder and all awards
received by it on account of any Taking shall be deposited in a Lockbox Account
maintained by the Trustor to be applied pursuant to the provisions of the Credit
Agreement.

         Notwithstanding the foregoing provisions of this Section 2.3 to the
contrary (but subject to the provisions of Section 2.4), and if each of the
following conditions is satisfied, the Beneficiary, upon request of the Trustor,
may apply up to $5,000,000 of insurance proceeds or condemnation awards received
by it toward the restoration or replacement of the affected Collateral, to the
extent necessary for the restoration or replacement thereof; provided that:

                           (i) no Default or Event of Default then exists;

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



                                    I-3-A-16
<PAGE>   20

                           (iii) in the event that the estimated cost of
                  restoration set forth in the certificate of such architect or
                  engineer (and such revisions to such estimate as are from time
                  to time made) exceeds maximum amount of insurance proceeds or
                  condemnation awards that would be permitted to be applied to
                  the restoration or replacement of the Collateral pursuant to
                  the foregoing, the Trustor shall deposit the amount of such
                  excess with the Beneficiary.

         In the event that, after the restoration or replacement of the Trust
Premises, any insurance or condemnation awards shall remain, such amount shall
be deposited in a Lockbox Account to be applied pursuant to the provisions of
the Credit Agreement. If, prior to the receipt by the Beneficiary of such
insurance proceeds or condemnation awards, the Trust Premises shall have been
sold on foreclosure, the Beneficiary shall have the right to receive said
insurance proceeds or condemnation awards to the extent of any deficiency found
to be due upon such sale, with legal interest thereon, whether or not a
deficiency judgment shall have been sought or recovered or denied, and the
reasonable attorneys' fees, costs and disbursements incurred by the Beneficiary
in connection with the collection of such award or payment.

         SECTION 2.4. Total Taking and Total Destruction. Subject to any
applicable requirements of the Financing Order, the Credit Agreement and the
Revolver Intercreditor Agreement, in the event of a Total Destruction or a Total
Taking, the Beneficiary shall apply all amounts recovered under any insurance
policy referred to in Section 2.1.1 and all awards received by it on account of
any such Taking shall be deposited in a Lockbox Account maintained by the
Trustor to be applied pursuant to the provisions of the Credit Agreement.

                                   ARTICLE III

                        EVENTS OF DEFAULT; REMEDIES, ETC,

         SECTION 3.1. Events of Default; Acceleration. If an "Event of Default"
(pursuant to and as defined in the Credit Agreement) shall have occurred and be
continuing, then and in any such event the Beneficiary may, subject to any
applicable requirements of the Financing Order, the Credit Agreement and the
Revolver Intercreditor Agreement, at any time thereafter (unless all Events of
Default shall theretofore have been remedied and all costs and expenses,
including, without limitation, attorneys' fees and expenses incurred by or on
behalf of the Beneficiary, shall have been paid in full by the Trustor) declare,
by written notice to the Trustor, the Fixed Assets Loans and all other Secured
Obligations to be due and payable immediately or on a date specified in such
notice, and on such date the same shall be and become due and payable, together
with interest accrued thereon, without presentment, demand, protest or notice,
all of which the Trustor hereby waives. The Trustor will pay on demand all costs
and expenses, including without limitation, attorneys' fees and expenses,
incurred by or on behalf of the Beneficiary in enforcing this Deed of Trust, or
any other Loan Document evidencing or securing the Fixed Assets Loans, or
occasioned by any default hereunder or thereunder.

         SECTION 3.2. Legal Proceeding; Judicial Foreclosure. If an Event of
Default shall have occurred and be continuing, the Trustee at any time may, at
its election and without the further



                                    I-3-A-17
<PAGE>   21

order of or application to the Bankruptcy Court, but subject to any applicable
requirements of the Financing Order, the Credit Agreement and the Revolver
Intercreditor Agreement, proceed at law or in equity or otherwise to enforce the
payment and performance of the Secured Obligations in accordance with the terms
hereof and thereof and to foreclose the lien of this Deed of Trust as against
all or any part of the Trust Premises and to have the same sold under the
judgment or decree of a court of competent jurisdiction. The Beneficiary shall
be entitled to recover in such proceedings all costs incident thereto, including
the Trustee's fees and attorneys' fees and expenses in such amounts as may be
fixed by the court.

         SECTION 3.3. Power of Sale. If an Event of Default shall have occurred
and be continuing, the Beneficiary may, without the further order of or
application to the Bankruptcy Court, but subject to any applicable requirements
of the Financing Order, the Credit Agreement and the Revolver Intercreditor
Agreement, sell or offer for sale the Trust Premises in such portions, order and
parcels as the Beneficiary may determine, with or without having first taken
possession of the same, to the highest bidder for cash at public auction. Such
sale shall be made at the courthouse of the county wherein the Land (or any of
that portion thereof to be sold) is situated (whether the parts or parcels
thereof, if any, in different counties are contiguous or not and without the
necessity of having any personal property hereby mortgaged present at such sale)
on the first Tuesday of any month between the hours of 10:00 a.m. and 4:00 p.m.
after posting a written or printed notice or notices of the place, the earliest
time at which the sale will begin and terms of the sale of the Trust Premises
for twenty-one (21) days prior to the date of the sale at the courthouse door of
the county in which the sale is to be made and at the courthouse door of any
other county is which a portion of the Trust Premises may be situated and filing
a copy of such notices) in the office of the county clerk in each of such
counties, and by serving written notice of the proposed sale at least twenty-one
(21) days preceding the date of sale by certified mail on each debtor obligated
to pay the Secured Obligations according to the records of the Beneficiary.
Service of such notice shall be completed upon deposit of the notice, enclosed
in a postpaid wrapper, properly stamped and addressed to such debtor at the most
recent address as shown by the records of the Beneficiary, in a post office or
official depository under the care and custody of the United States. It is
agreed that the posting and transmittal of notices may be performed by the
Trustee, Beneficiary, or by any person acting for them. In lieu of the
foregoing, the sale may be accomplished by following the procedures permitted or
required by Section 51.002 of the Texas Properly Code, as same may be amended
from time to time, relating to the sale of real estate and/or by the Texas
Uniform Commercial Code-Secured Transactions (same being Chapter 9 of the Texas
Business and Commerce Code) relating to the sale of personal property collateral
after default by a debtor (as said Section and Chapter may now exist or may
hereafter be amended or succeeded), or by any other present or subsequent
articles or enactments relating to the same. Nothing contained in this Section
shall be construed to limit in any way the Trustee's rights to sell the Trust
Premises by private sale if, and to the extent, that such private sale is
permitted under the laws of the State or by public or private sale after entry
of judgment by any court of competent jurisdiction ordering the same. At any
such sale (i) whether made under power herein contained, Section 51.002 of the
Texas Property Code, the Texas Uniform Commercial Code-Secured Transactions, any
other legal requirement or by virtue of any judicial procedure or any other
legal right, remedy or recourse, it shall not be necessary for the Trustee to
have physically present, or to have constructive possession of, the Trust
Premises (Trustor hereby covenanting and agreeing to deliver to the Trustee any
portion of the Trust Premises not



                                    I-3-A-18
<PAGE>   22

actually or constructively possessed by the Trustee immediately upon demand by
the Trustee), and the title to and right of possession of any such property
shall pass to the purchaser thereof as completely as if the same had been
actually present and delivered to purchaser at such sale, (ii) each instrument
of conveyance executed by the Trustee shall contain a special warranty of title,
binding upon Trustor, (iii) each and every recital contained in any instrument
of conveyance made by the Trustee shall conclusively establish the truth and
accuracy of the matters recited therein, including, without limitation,
nonpayment of the Secured Obligations, advertisement and conduct of such sale in
the manner provided herein and otherwise by law and appointment of any successor
to the Trustee hereunder, (iv) any and all prerequisites to the validity thereof
shall be conclusively presumed to have been performed, (v) the receipt of the
Trustee or of such other party or officer making the sale shall be a sufficient
discharge to the purchaser or purchasers for his or their purchase money and no
such purchaser or purchasers, or his or their assigns or personal
representatives, shall thereafter be obligated to see to the application of such
purchase money or be in any way answerable for any loss, misapplication or
nonapplication thereof, (vi) to the fullest extent permitted by law, Trustor
shall be completely and irrevocably divested of all of its right, title,
interest, claim and demand whatsoever, either at law or in equity, in and to the
property sold and such sale shall be a perpetual bar, both at law and in equity,
against Trustor, and against any and all other persons claiming or to claim the
property sold or any pant thereof, by, through or under Trustor, and (vii) to
the extent and under such circumstances as are permitted by law, Beneficiary may
be a purchaser at any such sale. The Trust Premises may be sold in one or more
parcels and in such manner and order as Trustee, in its sole discretion, may
elect, it being expressly understood and agreed that the right of sale arising
out of any Event of Default shall not be exhausted by any one or more sales but
other and successive sales may be made until all of the Trust Premises have been
sold or until the Secured Obligations have been fully satisfied. In case
Beneficiary shall have proceeded to invoke any right, remedy or recourse
permitted under this Deed of Trust and shall thereafter elect to discontinue or
abandon the same for any reason, Beneficiary shall have the unqualified right so
to do and, in such event, Trustor and Beneficiary shall be restored to their
former positions with respect to the Secured Obligations, the Trust Premises and
otherwise, and the rights, remedies, recourses and powers of Beneficiary shall
continue as if same had never been invoked.

         SECTION 3.4. Uniform Commercial Code Remedies. If an Event of Default
shall have occurred and be continuing, the Beneficiary may, without the further
order of or application to the Bankruptcy Court, but subject to any applicable
requirements of the Financing Order, the Credit Agreement and the Revolver
Intercreditor Agreement, exercise from time to time and at any time any rights
and remedies available to it under applicable law upon default in the payment of
indebtedness, including, without limitation, any right or remedy available to it
as a secured party under the Uniform Commercial Code of the State. The Trustor
shall, promptly upon request by the Trustee or the Beneficiary, assemble the
Trust Premises, or any portion thereof generally described in such request, and
make it available to the Trustee or the Beneficiary, at such place or places
designated by the Trustee or the Beneficiary, and reasonably convenient to the
Trustee or the Beneficiary. If the Beneficiary elects to proceed under the
Uniform Commercial Code of the State to dispose of portions of the Trust
Premises, the Trustee or the Beneficiary, at their respective option, may give
the Trustor notice of the time and place of any public sale of any such
property, or of the date after which any private sale or other disposition
thereof is to be made, by sending notice by registered or certified first class
mail, postage



                                    I-3-A-19
<PAGE>   23

prepaid, to the Trustor at least ten (10) days before the time of the sale or
other disposition. If any notice of any proposed sale, assignment or transfer by
the Beneficiary of any portion of the Trust Premises or any interest therein is
required by law, the Trustor conclusively agrees that ten (10) days notice to
the Trustor of the date, time and place (and, in the case of a private sale, the
terms) thereof is reasonable.

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

         SECTION 3.6. Purchase of Trust Premises by Beneficiary. The Beneficiary
may be a purchaser of the Trust Premises or of any part thereof or of any
interest therein at any sale thereof, whether pursuant to power of sale,
foreclosure or otherwise, and the Beneficiary may apply upon the purchase price
thereof the indebtedness secured hereby owing to the Beneficiary. Such purchaser
shall, upon any such purchase, acquire good title to the properties so
purchased, free of the security interest and lien of this Deed of Trust and free
of all rights of redemption in the Trustor.

         SECTION 3.7. Receipt a Sufficient Discharge to Purchaser. Upon any sale
of the Trust Premises or any part thereof or any interest therein, whether
pursuant to power of sale, foreclosure or otherwise, the receipt of the Trustee
or the officer making the sale under judicial proceedings shall be a sufficient
discharge to the purchaser for the purchase money, and such purchaser shall not
be obliged to see to the application thereof.

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

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

         SECTION 3.10. Secured Obligations to Become Due on Sale. Except as
otherwise provided in the Credit Agreement, upon any sale of the Trust Premises
or any portion thereof or interest therein by virtue of the exercise of any
remedy by the Trustee or the Beneficiary under or by virtue of this Deed of
Trust, whether pursuant to power of sale, foreclosure or otherwise in accordance
with this Deed of Trust or by virtue of any other remedy available at law or in
equity or by statute or otherwise, at the option of the Trustee or the
Beneficiary any sums or monies due and payable pursuant to the Credit Agreement
pertaining to the Fixed Assets Loans, the Loan Documents pertaining to the Fixed
Assets Loans and in connection with the Fixed Assets Loans and/or the Secured
Obligations, shall, if not previously declared due and payable, immediately



                                    I-3-A-20
<PAGE>   24

become due and payable, together with interest accrued thereon, and all other
indebtedness which this Deed of Trust by its terms secures.

         SECTION 3.11. Application of Proceeds of Sale and Other Money. Subject
to any applicable requirements of the Financing Order, the Credit Agreement or
the Revolver Intercreditor Agreement, the proceeds of any sale of the Trust
Premises or any part thereof or any interest therein under or by virtue of this
Deed of Trust, whether pursuant to power of sale, foreclosure or otherwise, and
all other moneys at any time held by the Trustee or the Beneficiary as part of
the Trust Premises, shall be applied in such order of priority as the
Beneficiary shall determine in its sole and absolute discretion including,
without limitation, as follows:

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

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

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

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

         SECTION 3.12. Appointment of Receiver. If an Event of Default shall
have occurred and be continuing, the Beneficiary shall, as a matter of right,
without notice, and without regard to the adequacy of any security for the
indebtedness secured hereby or the solvency of the Trustor, be entitled, without
the further order of or application to the Bankruptcy Court, but



                                    I-3-A-21
<PAGE>   25

subject to any applicable requirements of the Financing Order, the Credit
Agreement and the Revolver Intercreditor Agreement, to the appointment of a
receiver for all or any part of the Trust Premises, whether such receivership be
incidental to a proposed sale of the Trust Premises or otherwise, and the
Trustor hereby consents to the appointment of such a receiver and will not
oppose any such appointment.

         SECTION 3.13. Possession, Management and Income. If an Event of Default
shall have occurred and be continuing, in addition to, and not in limitation of,
the rights and remedies provided in Section 1.14, the Trustee or the Beneficiary
upon five (5) days written notice to the Trustor, may, without the further order
of or application to the Bankruptcy Court, enter upon and take possession of the
Trust Premises or any part thereof by force, summary proceeding, ejectment or
otherwise and may remove the Trustor and all other Persons and any and all
property therefrom and may hold, operate, maintain, repair, preserve and manage
the same and receive all earnings, income, Rents, issues and Proceeds accruing
with respect thereto or any part thereof. The Trustee and the Beneficiary shall
be under no liability for or by reason of any such taking of possession, entry,
removal or holding, operation or management, except that any amounts so received
by the Trustee or the Beneficiary shall be applied to pay all costs and expenses
of so entering upon, taking possession of; holding, operating, maintaining,
repairing, preserving and managing the Trust Premises or any part thereof, and
any Impositions or other charges prior to the lien and security interest of this
Deed of Trust which the Trustee or the Beneficiary may consider it necessary or
desirable to pay, and any balance of such amounts shall be applied as provided
in Section 3.11.

         SECTION 3.14. Right of Trustee and the Beneficiary to Perform Trustor's
Covenants, etc. If the Trustor shall fail to make any payment or perform any act
required to be made or performed hereunder or under the Credit Agreement
pertaining to the Fixed Assets Loans or any other Loan Document pertaining to
the Fixed Assets Loans, the Beneficiary, without the further order of or
application to the Bankruptcy Court, without notice to or demand upon the
Trustor and without waiving or releasing any obligation or Event of Default, may
(but shall be under no obligation to) at any time thereafter make such payment
or perform such act for the account and at the expense of the Trustor, and may
enter upon the Trust Premises for such purpose and take all such action thereon
as, in either the Trustee's or the Beneficiary's opinion, may be necessary or
appropriate therefor. No such entry and no such action shall be deemed an
eviction of any lessee of the Property or any part thereof. All sums so paid by
the Trustee or the Beneficiary, and all costs and expenses (including, without
limitation, attorneys' fees and expenses) so incurred, together with interest
thereon at the rate provided for in Section 3.2.2 of the Credit Agreement from
the date of payment or incurring, shall constitute additional indebtedness under
the Credit Agreement secured by this Deed of Trust and shall be paid by the
Trustor to the Trustee or the Beneficiary, as the case may be, on demand.

         SECTION 3.15. Subrogation. To the extent that either of the Trustee or
the Beneficiary, on or after the date hereof, pays any sum due under any
provision of any Legal Requirement or any instrument creating any lien prior or
superior to the lien of this Deed of Trust, or the Trustor or any other Person
pays any such sum with the proceeds of the Fixed Assets Loans, the Trustee
and/or the Beneficiary shall have and be entitled to a lien on the Trust
Premises equal in priority to the lien discharged, and the Trustee and/or the
Beneficiary shall be subrogated to, and receive



                                    I-3-A-22
<PAGE>   26

and enjoy all rights and liens possessed, held or enjoyed by, the holder of such
lien, which shall remain in existence and benefit the Beneficiary in securing
the Secured Obligations.

         SECTION 3.16. Remedies, etc. Cumulative. Each right, power and remedy
of the Trustee and/or the Beneficiary provided for in this Deed of Trust, the
Credit Agreement pertaining to the Fixed Assets Loans, or any other Loan
Document pertaining to the Fixed Assets Loans, or now or hereafter existing at
law or in equity or by statute or otherwise shall be cumulative and concurrent
and shall be in addition to every other right, power or remedy provided for in
this Deed of Trust, the Credit Agreement or any other Loan Document pertaining
to the Fixed Assets Loans, or now or hereafter existing at law or in equity or
by statute or otherwise, and the exercise or beginning of the exercise by the
Trustee or the Beneficiary of any one or more of the rights, powers or remedies
provided for in this Deed of Trust, the Credit Agreement, or any other Loan
Document pertaining to the Fixed Assets Loans, or now or hereafter existing at
law or is equity or by statute or otherwise shall not preclude the simultaneous
or later exercise by the Trustee or the Beneficiary of any or all such other
rights, powers or remedies.

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

         SECTION 3.18. No Waiver, etc. No failure by the Trustee or the
Beneficiary to insist upon the strict performance of any term hereof or of the
Credit Agreement, or of any other Loan Document, or to exercise any right, power
or remedy consequent upon a breach hereof or thereof, shall constitute a waiver
of any such term or of any such breach. No waiver of any breach shall affect or
alter this Deed of Trust, which shall continue in full force and effect with
respect to any other then existing or subsequent breach. By accepting payment or
performance of any amount or other Secured Obligations secured hereby before or
after its due date, neither the Trustee nor the Beneficiary shall be deemed to
have waived its right either to require prompt payment or performance when due
of all other amounts and Secured Obligations payable hereunder or to declare a
default for failure to effect such prompt payment.

         SECTION 3.19. Compromise of Actions, etc. Any action, suit or
proceeding brought by the Trustee or the Beneficiary pursuant to any of the
terms of this Deed of Trust, the Credit Agreement pertaining to the Fixed Assets
Loans, any other Loan Document pertaining to the Fixed Assets Loans, or
otherwise, and any claim made by the Trustee or the Beneficiary hereunder or
thereunder, may be compromised, withdrawn or otherwise dealt with by the Trustee
or the Beneficiary without any notice to or approval of the Trustor.



                                    I-3-A-23
<PAGE>   27

                                   ARTICLE IV

                                   DEFINITIONS

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

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

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

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

         "Credit Agreement" shall have the meaning set forth in the third
recital.

         "Credit Extensions" shall have the meaning set forth in the third
recital.

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

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

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

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

         "Highest Lawful Rate" shall have the meaning set forth in Section 5.15.

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

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

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

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

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

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

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

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



                                    I-3-A-24
<PAGE>   28

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

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

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

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

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

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

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

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

         "Secured Obligations" means the Fixed Assets Obligations and all
Obligations with respect to the Fixed Assets Loans now or hereafter existing
under the Credit Agreement or any Loan Document pertaining to the Fixed Assets
Loans, and all obligations (monetary or otherwise) arising under or in
connection with the Fixed Assets Notes or the Fixed Assets Loans, whether for
principal, interest, costs, fees, expenses or otherwise, and all other Fixed
Assets Obligations.

         "State" means the State of Texas.

         "Total Destruction" means any damage to or destruction of the
Improvements or any part thereof which, in the reasonable estimation of the
Beneficiary shall require the expenditure of an amount in excess of Forty
Million Dollars ($40,000,000) to restore the Improvements to substantially the
same condition of the Improvements immediately prior to such damage or
destruction.

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

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

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

         "Trust Premises" shall have the meaning set forth in the granting
clause.

         SECTION 4.2. Use of Defined Terms. Terms for which meanings are
provided in this Deed of Trust shall, unless otherwise defined or the context
otherwise requires, have such



                                    I-3-A-25
<PAGE>   29

meanings when used in any certificate and any opinion, notice or other
communication delivered from time to time in connection with this Deed of Trust
or pursuant hereto.

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

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.1. Further Assurances; Financing Statement.

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

                  (a) better to subject to the lien and security interest of
         this Deed of Trust all or any portion of the Trust Premises,

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

                  (c) to preserve and defend the title to the Trust Premises and
         the rights of the Trustee or the Beneficiary therein against the claims
         of all Persons as long as this Deed of Trust shall remain undischarged,

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

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

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

         SECTION 5.2. Additional Security. Without notice to or consent of the
Trustor, and without impairment of the security interest and lien and rights
created by this Deed of Trust, the Trustee or the Beneficiary and the Lenders
may, without the further order of or application to the Bankruptcy Court, accept
from the Trustor or any other Person additional security for the



                                    I-3-A-26
<PAGE>   30

Secured Obligations. Neither the giving of this Deed of Trust nor the acceptance
of any such additional security shall prevent the Trustee or the Beneficiary
from resorting first to such additional security, or, first, to the security
created by this Deed of Trust, or concurrently to both, in any case without
affecting the Trustee's or the Beneficiary's lien and rights under this Deed of
Trust.

         SECTION 5.3. Defeasance, Partial Release, etc.

         SECTION 5.3.1. Defeasance. If the Fixed Assets Loans and all other
amounts owing pursuant to the Credit Agreement pertaining to the Fixed Assets
Loans and the other Loan Documents pertaining to the Fixed Assets Loans shall be
repaid in full in accordance with the terms thereof, and if the Trustor shall
pay, in full, the principal of and premium, if any, and interest on the Secured
Obligations in accordance with the terms thereof and hereof and all other sums
payable hereunder by the Trustor and shall comply with all the terms, conditions
and requirements hereof and of the Secured Obligations, or otherwise as may be
provided in the Credit Agreement, then on such date, the Beneficiary shall, upon
the request of the Trustor and at the Trustor's sole cost and expense, execute
and deliver such instruments, in form and substance reasonably satisfactory to
the Beneficiary, as may be necessary to effectively reconvey, release and
discharge this Deed of Trust.

         SECTION 5.3.2. Partial Release, etc. The Trustee may, at the direction
of the Beneficiary, at any time and from time to time, without liability
therefor, and without prior notice to the Trustor, release or reconvey any part
of the Trust Premises, consent to the making of any map or plat of the Property,
join in granting any easement thereon or join in any extension agreement or
agreement subordinating the lien of this Deed of Trust.

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

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

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

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



                                    I-3-A-27
<PAGE>   31

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

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

         SECTION 5.10. Successors and Assigns. This Deed of Trust shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

         SECTION 5.11. Concerning the Trustee.

         SECTION 5.11.1. Acceptance of Trusts; Certain Terms of the Trusts. The
Trustee, for itself and its successors, hereby accepts the trusts of this Deed
of Trust, but only upon the terms herein set forth, including the following:

                  (a) The recitals in this Deed of Trust and in any supplement
         hereto which may hereafter be executed by the Trustor and the Trustee
         shall be taken as the statements of the Trustor and shall not be
         considered as made by, or imposing any obligation or liability upon,
         the Trustee.

                  (b) The Trustee may execute any of the trusts or powers hereof
         and perform any duty hereunder either directly or through its agents or
         attorneys, and the Trustee shall not be responsible for the acts of any
         agent or attorney appointed by it in good faith and without negligence.

                  (c) The Trustee may, at the expense of the Trustor, consult
         with legal counsel to be selected by it, and the Trustee shall not be
         liable for any action taken, suffered or omitted to be taken by it in
         good faith in accordance with the advice of counsel.

                  (d) The Trustor will pay to the Trustee from time to time, on
         demand, compensation for all services rendered hereunder (which shall
         not be limited to the compensation of trustees of any express trust as
         provided by law) and also all reasonable expenses, charges, counsel
         fees and other disbursements and those of its agents and attorneys,
         made or incurred in the administration of the trusts hereby created and
         any other duties hereby imposed. The Trustor agrees to indemnify and
         save harmless the Trustee against and from any liability or damages
         which it may incur or sustain, in good faith, in the exercise and
         performance of any of its powers and duties hereunder.

                  (e) The Trustee shall not be liable, in case of taking
         possession of the Trust Premises, for debts contracted or liability or
         damages incurred in the management or operation of the Trust Premises,
         for the salaries of employees of the Trustor or for nonfullfillment of
         contracts by the Trustor.

                  (f) The Trustee shall be protected in acting upon any notice,
         resolution, request, consent, order, certificate, report, opinion,
         statement, obligation, appraisal or



                                    I-3-A-28
<PAGE>   32

         other document believed by it to be genuine and to have been signed by
         the proper party or parties or by a person or persons authorized to act
         on his or their behalf.

                  (g) The Trustee shall not be responsible for the validity or
         genuineness of any securities, personal property, notes or deeds of
         trust at any time pledged and deposited hereunder.

         SECTION 5.11.2. Duties and Responsibility of Trustee; In Case of
Default; Prior to Default; When Acting Under Direction of Beneficiary. If an
Event of Default shall have occurred and shall be continuing to the actual
knowledge of the Trustee, or if the Trustee shall have received notice thereof
from the Beneficiary, the Trustee, only if so directed by the Beneficiary, shall
exercise such of the rights and powers vested in it by this Deed of Trust, and
in so doing shall use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. None of the provisions of this Deed of Trust shall be construed as
relieving the Trustee from liability for its own negligent action, own negligent
failure to act, or own willful misconduct, except that,

                  (a) so long as no Event of Default shall have occurred and be
         continuing,

                           (1) the Trustee shall not be liable except for the
                  performance of such duties as are specifically set forth in
                  this Deed of Trust, and no implied covenants or obligations
                  shall be read into this Deed of Trust against the Trustee,
                  whose duties and obligations shall be determined solely by the
                  express provisions of this Deed of Trust, and

                           (2) in the absence of bad faith on the part of the
                  Trustee, the Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of opinions expressed
                  therein, upon certificates or opinions conforming to the
                  requirements of this Deed of Trust;

                  (b) the Trustee shall not be liable for any error of judgment
         made in good faith by an officer or officers of the Trustee, unless it
         shall be proved that the Trustee was negligent in ascertaining the
         pertinent facts;

                  (c) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with
         provisions of applicable law and the direction of the Beneficiary,
         relating to the time, method, and place of conducting any proceeding
         for any remedy available to the Trustee or exercising any trust or
         power conferred upon the Trustee under this Deed of Trust;

                  (d) the Trustee shall not be liable for any action taken or
         omitted by it in good faith and believed by it to be authorized or
         within the discretion or rights or powers conferred upon it by this
         Deed of Trust;



                                    I-3-A-29
<PAGE>   33

                  (e) if an Event of Default shall have occurred and shall be
         continuing, the Trustee shall not exercise any of the powers granted to
         it hereunder unless and until specifically requested to do so by the
         Beneficiary; and

                  (f) none of the provisions contained in this Deed of Trust
         shall require the Trustee to advance or use its own funds or otherwise
         incur personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers.

         SECTION 5.11.3. Notice of Default. The Trustee shall, within ten days
after it has actual knowledge thereof, give to the Beneficiary notice of any
Default.

         SECTION 5.11.4. Resignation and Removal; Appointment of Successor
Trustee.

                  (a) The Trustee may resign and be discharged from the trusts
         hereby created by giving written notice thereof to the Trustor and to
         the Beneficiary. Such resignation shall become effective upon the
         appointment of its successor and such successor's acceptance of such
         appointment, provided that, if a successor Trustee has not been so
         appointed, or, if so appointed, has not accepted the appointment within
         thirty (30) days after the date of such written notice of resignation,
         the Trustee may apply to any court of competent jurisdiction for the
         appointment of a successor Trustee.

                  (b) The Trustee may be removed at any time by an instrument or
         instruments signed by the Beneficiary and filed with the Trustor and
         the Trustee.

                  (c) The Beneficiary may appoint a successor Trustee at any
         time by filing for record in the office of the Register of Deeds of the
         County in which the Property is located a substitution of Trustee. From
         the time the substitution is filed for record, the successor Trustee
         shall succeed to all of the powers, duties, authority and title of the
         Trustee without the necessity of any conveyance from the Trustee
         originally herein named or any successor. Each such substitution shall
         be executed and acknowledged, and notice thereof shall be given and
         proof thereof made in accordance with applicable law. The Trustor
         agrees to accept and confirm any such successor Trustee hereunder by
         executing and delivering a supplemental Deed of Trust and security
         agreement or any other appropriate agreement.

         SECTION 5.12. Waiver of Jury Trial; Submission to Jurisdiction.

                  (a) EACH OF THE TRUSTOR, THE TRUSTEE AND THE BENEFICIARY
         HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY
         HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR
         ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DEED OF TRUST, THE
         CREDIT AGREEMENT, ANY LOAN DOCUMENT AS PERTAINS TO THE FIXED ASSETS
         LOANS OR ANY OTHER RELATED INSTRUMENT, OR ANY COURSE OF CONDUCT, COURSE
         OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF THE
         TRUSTOR, THE TRUSTEE, OR THE BENEFICIARY. THIS PROVISION IS A



                                    I-3-A-30
<PAGE>   34

         MATERIAL INDUCEMENT FOR THE TRUSTEE AND THE BENEFICIARY AND THE FIXED
         ASSETS LENDERS TO ENTER INTO THE TRANSACTIONS PROVIDED FOR IN THE
         CREDIT AGREEMENT AND TO MAKE THE FIXED ASSETS LOANS.

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

         SECTION 5.13. Severability; Conflicts. Any provision of this Deed of
Trust, the Credit Agreement or any other Loan Document pertaining to the Fixed
Assets Loans which is prohibited or unenforceable in any jurisdiction shall as
to such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of
this Deed of Trust, the Credit Agreement or such Loan Document pertaining to the
Fixed Assets Loans or affecting the validity or enforceability of such provision
in any other jurisdiction. In the event of any conflict between the terms of
this Deed of Trust and the terms of the Credit Agreement, the terms of the
Credit Agreement shall control.

         SECTION 5.14 Loan Document. This Deed of Trust is a Loan Document
executed pursuant to the Credit Agreement and, unless otherwise expressly
indicated herein, shall be construed, administered and applied in accordance
with the terms and provisions thereof.

         SECTION 5.15. Usury Savings Clause. In no event shall any provision of
this instrument, the Fixed Assets Notes, or any other instrument evidencing or
securing the Secured



                                    I-3-A-31
<PAGE>   35

Obligations ever obligate Trustor to pay or allow Beneficiary to collect
interest on the Fixed Assets Notes or any other Secured Obligations secured
hereby at a rate greater than the maximum non-usurious rate permitted by
applicable law (herein referred to as the "Highest Lawful Rate"), or obligate
Trustor to pay any amounts that would be held or deemed to constitute interest
under applicable law which, when added to the interest payable on the Fixed
Assets Notes, would be held to constitute the payment by Trustor of interest at
a rate greater than the Highest Lawful Rate; and this provision shall control
over any provision to the contrary. To the extent the Highest Lawful Rate is
determined by reference to the laws of the State of Texas, same shall be
determined by reference to the indicated rate ceiling (as defined and described
in Chapter 303 of the Texas Finance Code, as amended) at the applicable time in
effect.

                  Without limiting the generality of the foregoing, in the event
the maturity of all or any part of the principal amount of the Secured
Obligations shall be accelerated for any reason, then such principal amount so
accelerated shall be credited with any interest theretofore paid thereon in
advance and remaining unearned at the time of such acceleration. If, pursuant to
the terms of this Deed of Trust or the Fixed Assets Notes, any funds are applied
to the payment of any part of the principal amount of the Secured Obligations
prior to the maturity thereof, then (a) any interest which would otherwise
thereafter accrue on the principal amount so paid by such application shall be
canceled, and (b) the Secured Obligations remaining unpaid after such
application shall be credited with the amount of all interest, if any,
theretofore collected on the principal amount so paid by such application and
remaining unearned at the date of said application; and if the funds so applied
shall be sufficient to pay in full all the Secured Obligations, then Beneficiary
shall refund to Trustor all interest theretofore paid thereon in advance and
remaining unearned at the time of such acceleration. Regardless of any other
provision in this instrument, or in any of the written evidences of the Secured
Obligations, Trustor shall never be required to pay any unearned interest on the
Secured Obligations or any portion thereof, and shall never be required to pay
interest thereon at a rate in excess of the Highest Lawful Rate construed by
courts having competent jurisdiction thereof.

         SECTION 5.16. Future Advances. This Deed of Trust is a "Future Advance
Deed of Trust" under the laws of the State. Any and all future advances under
this Deed of Trust and the Loan Documents pertaining to the Fixed Assets Loans
shall have the same priority as if the future advance was made on the date that
this Deed of Trust was recorded. This Deed of Trust shall secure the Secured
Obligations, whenever incurred, such Secured Obligations to be due at the times
provided in the Loan Documents pertaining to the Fixed Assets Loans. Notice is
hereby given that the Secured Obligations may increase as a result of any
defaults hereunder by Trustor due to, for example, and without limitation,
unpaid interest or late charges, unpaid taxes or insurance premiums which the
Beneficiary elects to advance, defaults under leases that the Beneficiary elects
to cure, attorney fees or costs incurred in enforcing the Loan Documents
pertaining to the Fixed Assets Loans or other expenses incurred by the
Beneficiary in protecting the Trust Premises, the security of this Deed of Trust
or the Beneficiary's rights and interests.

         SECTION 5.17. Deed of Trust Subject to Revolver Intercreditor
Agreement. Notwithstanding anything to the contrary contained herein, it is
expressly understood and agreed by the parties hereto that this Deed of Trust
shall be subject to the terms of the Revolver Intercreditor Agreement.



                                    I-3-A-32
<PAGE>   36

         SECTION 5.18. Entire Agreement. THIS WRITTEN LOAN AGREEMENT REPRESENTS
THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

         THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


              [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



                                    I-3-A-33
<PAGE>   37

                  IN WITNESS WHEREOF, the undersigned, by its duly elected
officers and pursuant to proper authority of its board of directors has duly
executed, acknowledged and delivered this Fixed Assets Secured Parties Deed of
Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing as
of the day and year first above written.

                                       STERLING CHEMICALS, INC., a Delaware
                                       corporation


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






                                   DRAFTED BY:

                                 Baker Botts LLP
                           2001 Ross Avenue, Suite 600
                               Dallas, Texas 75201
                       Attention: R. Christian Brose, Esq.



<PAGE>   38

[CORPORATION NOTARY PAGE]

STATE OF                          )
         ------------             )
COUNTY OF                         )
          -----------


                  BEFORE ME, the undersigned, a notary public in and for the
State of ____________, on this day personally appeared
___________________________ as _______________________ of STERLING CHEMICALS,
INC., a Delaware corporation, and, being known to me to be the person whose name
is subscribed to the foregoing instrument, acknowledged to me that he executed
the same for the purpose and consideration therein expressed and on behalf of
said corporation.

                  Given under my hand and seal of office this ___ day of July,
2001.


                                       -----------------------------------------
                                       Notary Public, State of
                                                               -----------------

                                       Date commission expires:
[SEAL]