EXHIBIT 10.20

                                 LEASE AGREEMENT

                            Dated as of June 1, 2000

                                     between
                              FU/DG INDIANOLA, LLC,
                 a Delaware limited liability company, as Lessor

                                       and
                           DOLLAR GENERAL CORPORATION,
                       a Tennessee corporation, as Lessee






                                    Property:
                                 U.S. Highway 82
                             Indianola, Mississippi
                                Sunflower County
























<PAGE>


                                TABLE OF CONTENTS
                                                                            PAGE

ARTICLE I DEFINITIONS..........................................................1
Section 1.01.                Definitions.......................................1
                             -----------
ARTICLE II LEASE OF PROPERTY...................................................1
Section 2.01                 Demise and Lease..................................1
                             ----------------

ARTICLE III RENT...............................................................2
Section 3.01                 Interim Rent and Base Lease.......................2
                             ---------------------------
Section 3.02                 Supplemental Rent.................................2
                             -----------------
Section 3.03                 Method of Payment.................................2
                             -----------------
Section 3.04                 Late Payment......................................3
                             ------------
Section 3.05                 Net Lease, No Setoff, Etc.........................3
                             -------------------------
Section 3.06                 Minimum Rent......................................4
                             ------------

ARTICLE IV RIGHT OF
  FIRST REFUSAL................................................................4
Section 4.01                 Right of First Refusal............................4
                             ----------------------
Section 4.02                 Non-Applicability of Section 4.01.................5
                             ---------------------------------
Section 4.03                 Miscellaneous.....................................5
                             -------------

ARTICLE V RENEWAL OPTIONS......................................................6
Section 5.01                 Renewal Options...................................6
                             ---------------
Section 5.02                 Lease Provisions Applicable During Renewal........6
                             ------------------------------------------

ARTICLE VI LESSEE'S ACCEPTANCE OF
  PROPERTY, ENFORCEMENT OF WARRANTIES........................................7
                           Waivers...........................................7
Section 6.01               -------
                           Lessee's Right to Enforce Warranties..............7
Section 6.02               ------------------------------------

ARTICLE VII LIENS..............................................................8
Section 7.01                 Liens.............................................8
                             -----

ARTICLE VIII USE AND REPAIR....................................................9
Section 8.01                 Use...............................................9
                             ---
Section 8.02                 Maintenance.......................................9
                             -----------
Section 8.03                 Alterations......................................10
                             -----------
Section 8.04                 Title to Alterations.............................11
                             --------------------
Section 8.05                 Compliance with Law; Environmental Compliance;
                             Engineering Matters..............................11
                             -------------------
Section 8.06                 Payment of Impositions...........................13
                             ----------------------
Section 8.07                 Adjustment of Impositions........................14
                             -------------------------
Section 8.08                 Utility Charges..................................14
                             ---------------

ARTICLE IX INSURANCE..........................................................15
Section 9.01                 Coverage.........................................15
                             --------


<PAGE>


ARTICLE X RETURN OF PROPERTY TO LESSOR........................................16
Section 10.01.               Return of Property to Lessor.....................16
                             ----------------------------
ARTICLE XI ASSIGNMENT BY LESSEE...............................................18

ARTICLE XII LOSS; DESTRUCTION; CONDEMNATION OR DAMAGE.........................19
Section 12.01.               Event of Loss....................................19
                             -------------
Section 12.02.               Application of Payments Upon an Event of Loss
                             When Lease Continues.............................21
                             --------------------
Section 12.03.               Application of Payments Not Relating to
                             an Event of Loss.................................21
                             ----------------
Section 12.04.               Other Dispositions...............................21
                             ------------------
Section 12.05.               Negotiations.....................................23
                             ------------
ARTICLE XIII CONVEYANCE OF PROPERTY TO LESSEE.................................24
Section 13.01.               Conveyance of Property to Lessee.................24
                             --------------------------------
ARTICLE XIV SUBLEASE..........................................................24
Section 14.01.               Subleasing Permitted; Lessee Remains Obligated...24
                             ----------------------------------------------
Section 14.02.               Provisions of Subleases..........................25
                             -----------------------
ARTICLE XV INSPECTION.........................................................25
Section 15.01.               Inspection.......................................25
                             ----------
ARTICLE XVI LEASE EVENTS OF DEFAULT...........................................26
Section 16.01.               Lease Events of Default..........................26
                             -----------------------
ARTICLE XVII ENFORCEMENT......................................................27
Section 17.01.               Remedies.........................................27
                             --------
Section 17.02.               Survival of Lessee's Obligations.................29
                             --------------------------------
Section 17.03.               Remedies Cumulative; No Waiver; Consents.........29
                             ----------------------------------------
Section 17.04.               Lessee's Right of Rejectable Offer...............30
                             ----------------------------------
ARTICLE XVIII RIGHT TO PERFORM FOR LESSEE.....................................31
Section 18.01.               Right to Perform for Lessee......................31
                             ---------------------------
ARTICLE XIX INDEMNITIES.......................................................31
Section 19.01.               General Indemnification..........................31
                             -----------------------
Section 19.02.               General Tax Indemnification......................33
                             ---------------------------
Section 19.03                Special Tax Indemniw.............................42
                             --------------------
Section 19.04.               Withholdings.....................................43
                             ------------
Section 19.05.               Survival.........................................44
                             --------
ARTICLE XX LESSEE REPRESENTATIONS AND WARRANTIES..............................44
Section 20.01.               Representations and Warranties...................44
                             ------------------------------
Section 20.02.               Defense of Title.................................49
                             ----------------


<PAGE>


ARTICLE XXI (INTENTIONALLY OMITTED]...........................................52

ARTICLE XXII LESSOR REPRESENTATIONS, WARRANTIES AND
                             COVENANTS........................................52
ARTICLE XXIII                SUBSTITUTION OF PROPERTIES.......................55
Section 23.01.               Criteria for a Substitute Property...............55
                             ----------------------------------
Section 23.02.               Lessee and Lessor Deliveries.....................56
                             -------------------------------
ARTICLE XXIV PURCHASE PROCEDURE...............................................59
Section 24.01.               Purchase Procedure...............................59
                             ---------------------
ARTICLE XXV TRANSFER OF LESSOR'S INTEREST.....................................60
Section 25.01.               Permitted Transfer...............................60
                             ------------------
Section 25.02.               Effects of Transfers.............................61
                             --------------------
ARTICLE XXVI PERMITTED FINANCING..............................................61
Section 26.01.               Financing During Term............................61
                             ---------------------
Section 26.02.               Counterparts, Memorandum.........................62
                             ------------------------

ARTICLE XXVII  MISCELLANEOUS..................................................63
Section 27.01.               Binding Effect: Successors and Assigns Survival..63
                             -----------------------------------------------
Section 27.02.               Quiet Enjoyment..................................63
                             -----------------
Section 27.03.               Notices..........................................63
                             -------
Section 27.04.               Severability.....................................63
                             ------------
Section 27.05.               Amendments, Complete Agreements..................64
                             -------------------------------
Section 27.06.               Headings.........................................64
                             --------
Section 27.07.               Governing Law....................................64
                             -------------
Section 27.08.               Estoppel Certificates............................65
                             ---------------------
Section 27.09.               Easements........................................65
                             ---------
Section 27.10.               No Joint Venture.................................66
                             ----------------
Section 27.11                No Accord and Satisfaction.......................66
                             --------------------------
Section 27.12.               No Merger........................................66
                             ---------
Section 27.13.               Lessor Bankruptcy................................66
                             -----------------
Section 27.14.               Naming and Signage of the Property...............66
                             ----------------------------------
Section 27.15.               Investments......................................67
                             -----------
Section 27.16.               Further Assurances...............................67
                             ------------------
Section 27.17.               Conveyance Expenses..............................67
                             -------------------
Section 27.18.               Independent Covenants............................67
                             ---------------------
Section 27.19.               Lessor Exculpation...............................67
                             ------------------
Section 27.20.               Holding Over.....................................68
                             ------------
Section 27.21.               Survival.........................................68
                             --------
Section 27.22.               [INTENTIONALLY OMITTED]..........................68
                             ----------------------
Section 27.23.               Lease Subordinate................................68
                             -----------------
Section 27.24.               Intent of Parties;Security Interest..............68
                             -----------------------------------
Section 27.25.               Certain Rights of Agent..........................69
                             -----------------------
Section 27.26.               Counterparts, Memorandum.........................70
                             ------------------------


<PAGE>

Section 27.27.               Confidentiality..................................70
                             ---------------
Appendix A   Definitions

<PAGE>


                             SCHEDULES AND EXHIBITS

Schedule 3.01            --        Basic Rent Schedule
Schedule 8.05(d)         --        Certain Environmental Action
Schedule 8.05(e)         --        Certain Engineering Action
Schedule 9.01(a)         --        Insurance Coverage
Schedule 12.01           --        Termination Values
Schedule 20.01(g)        --        Environmental Matters
Schedule 20.01(m)        --        Patent or Trademark Claims
Schedule 20.01(r)        --        Material Adverse Litigation
Exhibit A                --        Form of Assignment and Assumption Agreement
Exhibit B                --        Description of Land
Exhibit C                --        Form of Estoppel Agreement
Exhibit D                --        Form of Reaffirmation


<PAGE>


     THIS LEASE AGREEMENT (this "Agreement") is made and entered into as of June
1, 2000,  by and between  FU/DG  INDIANOLA,  LLC, a Delaware  limited  liability
company,  as Lessor  ("Lessor"),  having its principal  place of business at One
First Union  Center  TW-6,  Charlotte,  North  Carolina  28288-0166,  and DOLLAR
GENERAL CORPORATION, a Tennessee corporation,  as Lessee ("Lessee"),  having its
principal  place of  business at 100 Mission  Ridge,  Goodlettsville,  Tennessee
37072.

RECITALS:

     A. Upon  satisfaction  of  applicable  conditions  precedent,  Lessor shall
acquire the Property on the Closing Date; and

     B. Lessor  desires to let and lease to Lessee,  and Lessee  desires to hire
and lease from Lessor, the Property.

                                      TERMS

     NOW THEREFORE,  in consideration of the mutual  agreements herein contained
and  other  good and  valuable  consideration,  the  receipt  of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01. Definitions.

     The capitalized  terms used herein and not otherwise defined shall have the
meanings assigned thereto in Appendix A hereto for all purposes hereof.

                                   ARTICLE II
                               LEASE OF PROPERTY

     Section 2.01. Demise and Lease.

     (a) Lessor  demises on the Closing  Date and leases the Property to Lessee,
and Lessee does rent and lease the Property  from Lessor,  for the Interim Term,
if any, and the Base Term and,  subject to the exercise by Lessee of its renewal
options as provided in Article V hereof, for the Renewal Terms.

     (b) Lessee may from time to time own or hold under  lease or license  from.
Persons other than Lessor furniture,  equipment and personal property, including
Lessee's Equipment and Personalty, located on or about the Property, which shall
not be  subject  to this  Lease.  Lessor  shall  from  time to  time,  upon  the
reasonable request of Lessee, promptly acknowledge in writing to Lessee or other
Persons  that Lessor does not own or,  except as provided in Article X, have any
other  right  or  interest  in or to  such  furniture,  equipment  and  personal
property, including



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<PAGE>

Lessee's  Equipment and Personalty,  and Lessor hereby waives for itself and all
other Persons claiming by or through Lessor any such right, title or interest in
Lessee's Equipment and Personalty.

                                   ARTICLE III

                                      RENT

     Section 3.01. Interim Rent and Base Rent.

     In the event that the Rent  Commencement Date shall be other than the first
day of any calendar  month,  Lessee shall pay to Lessor on the last Business Day
of the month in which Rent Commencement Date falls, arrears rent for the Interim
Term equal to the amount set forth in Schedule  3.01  ("Interim  Rent").  Lessee
shall pay to Lessor Base Rent on each Rent  Payment Date during the Base Term in
the amount set forth in Schedule  3.01,  and shall pay to Lessor Renewal Rent on
each Rent Payment Date during any Renewal Term as  prescribed by Article V. Each
installment  of Interim Rent,  Base Rent and Renewal Rent is payable  monthly in
arrears.

     Section 3.02. Supplemental Rent.

     Lessee shall pay to the Rent Account described in Section 3.03 below, or to
such  other  Person as shall be  entitled  thereto  in the  manner  contemplated
herein,  any and all Supplemental Rent as the same shall become due and payable.
In the event of Lessee's  failure to pay when due and  payable any  Supplemental
Rent,  Lessor or such other  Person  shall have all rights,  powers and remedies
provided  for  herein  or by law or in  equity  or  otherwise  in  the  case  of
nonpayment of Rent, subject to the terms of the Intercreditor Agreement.

     Section 3.03. Method of Payment.

     Interim  Rent,  Base Rent and  Renewal  Rent  shall be paid in  immediately
available funds as of the relevant payment date to such account as Lessor or its
assignee  may from time to time  designate  (the  "Rent  Account")  pursuant  to
written  direction on at least ten (10) Business  Days' prior written  notice to
Lessee.  Lessee shall promptly pay  Supplemental  Rent to the Rent Account or to
the party  entitled  thereto,  and  Lessee  shall pay to such  Rent  Account  or
Lessor's  assignee any  Make-Whole  Premium  which is due and payable under this
Lease.  Each  such  payment  of Rent  shall be made by  Lessee  by wire or other
transfer of funds  consisting of lawful currency of the United States of America
which shall be immediately  available no later than 4:00 PM (New York City time)
at the place of receipt on the  scheduled  date when such payment  shall be due,
unless  such  scheduled  date  shall not be a Business  Day,  in which case such
payment shall be made at such time on the  immediately  preceding  Business Day,
with the same force and effect as though made on such  scheduled  dates.  If any
payment of Base Rent or  Supplemental  Rent is received  after 4:00 PM (New York
City time) on the date when such rent is due, such rent shall be deemed received
on the next succeeding Business Day.



                                       2
<PAGE>


     Section 3.04. Late Payment.

     If any  payment  of Base Rent is not paid on the due date of such  payment,
then Lessee shall pay interest  thereon at the interest rate provided for in the
Notes  (whether or not such notes shall be  cancelled);  provided,  that if such
payment is not paid by the third (3rd) day of each calendar month, then for each
day thereafter  until such Base Rent is paid,  interest shall accrue on the Base
Rent due but unpaid at the Default Rate. If any payment of any Supplemental Rent
payable to Lessor shall be delinquent  by more than fifteen  days,  Lessee shall
pay interest  thereon  from the date such payment  became due and payable to the
date of receipt thereof by Lessor at a rate per annum equal to the Default Rate.
In addition,  if any payment of Rent shall not be paid by the third (3rd) day of
each calendar month,  Lessee shall pay to the Person entitled  thereto as a late
charge and as  Supplemental  Rent an amount  equal to four  percent  (4%) of the
unpaid  Rent  actually  due  and  payable  thereon.   Lessee   acknowledges  its
responsibility  to pay interest and late charges and penalties owed to any third
party by reason of  Lessee's  failure to pay when due Interim  Rent,  Base Rent,
Renewal Rent or Supplemental Rent owed to such party.

     Section 3.05. Net Lease, No Setoff, Etc.

     This Lease is a net lease and it is agreed and intended  that Interim Rent,
Base  Rent,  Renewal  Rent,  Supplemental  Rent and any  other  amounts  payable
hereunder by Lessee shall be paid without notice, demand, counterclaim,  setoff,
deduction or defense and without abatement, suspension, deferment, diminution or
reduction and that Lessee's  obligation to pay all such amounts,  throughout the
Interim  Term,  the Base Term and all  applicable  Renewal Terms is absolute and
unconditional.  The obligations and liabilities of Lessee  hereunder shall in no
way be  released,  discharged  or otherwise  affected for any reason,  including
without limitation:

(a)  any defect in the condition,  merchantability,  design,  quality or fitness
     for use of the Property or any part thereof, or the failure of the Property
     to comply with all  Applicable  Laws,  including any inability to occupy or
     use the  Property  by  reason of such  noncompliance;  (b) any  damage  to,
     removal,  abandonment,  salvage,  loss,  condemnation,  theft, scrapping or
     destruction  of or any  requisition  or taking of the  Property or any part
     thereof, or any environmental conditions on the Property or any property in
     the  vicinity  of  the  Property;   (c)  any  restriction,   prevention  or
     curtailment  of or  interference  with any use of the  Property or any part
     thereof  including  eviction;  (d) any  defect in title to or rights to the
     Property  or any Lien on such  title or  rights  to the  Property;  (e) any
     change, waiver, extension, indulgence or other action or omission or breach
     in respect of any  obligation  or  liability  of or by any  Person; (f) any
     bankruptcy,   insolvency,    reorganization,    composition,    adjustment,
     dissolution,  liquidation or other like  proceedings  relating to Lessee or
     any other  Person,  or any action  taken with  respect to this Lease by any
     trustee or receiver of Lessee or any other Person,  or by any court, in any
     such  proceeding;  (g) any right or claim  that  Lessee  has or might  have
     against any Person or any vendor,  manufacturer,  contractor  of or for the
     Property;  (h) any  failure  on the part of Lessor  or any other  Person to
     perform or comply with any of the terms of this Lease,  any other Operative
     Document or of any other agreement;  (i) any invalidity,  unenforceability,
     rejection or  disaffirmance  of this Lease by operation of law or otherwise
     against or by Lessee or any provision  hereof or any of the other Operative
     Documents  or any  provision  of any  thereof;  (j)  the  impossibility  of
     performance by Lessee, Lessor, any other Person or all of them; (k) subject
     to Applicable Law, any action by any court,  administrative agency or other
     Governmental Authority; (l) any interference,  interruption or cessation in
     the use, possession or quiet enjoyment of the Property; or (m) any




                                       3
<PAGE>


other  occurrence  whatsoever,  whether  similar or dissimilar to the foregoing,
whether  foreseeable  or  unforeseeable,  and  whether or not Lessee  shall have
notice  or  knowledge  of any of the  foregoing.  Unless  the  Lease is  earlier
terminated in accordance with its terms,  this Lease shall be  noncancellable by
Lessee for any reason  whatsoever  and,  Lessee,  to the extent now or hereafter
permitted by Applicable  Laws,  waives all rights now or hereafter  conferred by
Applicable Law to quit,  terminate or surrender this Lease or to any diminution,
abatement  or reduction of Rent payable  hereunder.  Under no  circumstances  or
conditions  shall Lessor or any Person other than Lessee be expected or required
to make any payment of any kind hereunder or have any obligations hereunder with
respect to the use, possession,  control, maintenance,  alteration,  rebuilding,
replacing,  repair, restoration or operation of all or any part of the Property,
so long as the Property or any part thereof is subject to this Lease, and Lessee
expressly  waives the right to perform  any such action at the expense of Lessor
or any other Person pursuant to any law.

     Section 3.06. Minimum Rent.

     Anything  contained  in this Lease or any other  Operative  Document to the
contrary  notwithstanding,  payments  of  Interim  Rent and Base  Rent  shall be
required to be paid at times and in amounts at least  sufficient  to pay in full
any  payments  required to be made in respect of (i)  principal  (other than any
balloon or accelerated  payment) and interest  arising under the Debt Documents,
and (ii) Head Lease Fixed Rate Interim Rent, Head Lease Base Rent and Head Lease
Fixed  Rate  Renewal  Rent  under  the Head  Lease.  Further,  each  payment  of
Termination Value or other amount due on or with respect to a termination of the
Lease upon a Casualty or Condemnation  shall be payable at such time and in such
amount that is at least sufficient to pay in full as of the date such payment is
due, the aggregate unpaid principal under the Debt Documents,  together with all
unpaid interest  thereon accrued through the date on which such payment is made,
and any  Termination  Value  under the Head Lease (or other  amount  computed in
reference  to  Termination  Value  or  payable  in  respect  of  a  Casualty  or
Condemnation or other termination of the Head Lease),  together with any accrued
but unpaid Head Lease  Interim  Rent,  Head Lease Base Rent and Head Lease Fixed
Rate Renewal Rent.  Lessee  acknowledges  that an amount equal to the Make-Whole
Premium shall be required to be paid by it in  connection  with the repayment of
the Indebtedness after the occurrence of a Lease Event of Default.


                                   ARTICLE IV

                             RIGHT OF FIRST REFUSAL

     Section 4.01. Right of First Refusal.

     (a) Provided that no Lease Event of Default exists and no Lease Default has
occurred and is continuing, if Lessor should at any time during the Term receive
a bona fide offer to purchase the Lessor  Property (the "Refusal  Offer") from a
third party and Lessor  desires to accept such offer,  Lessor  shall  deliver to
Lessee a written notice (the "Acquisition Notice") setting forth the name of the
prospective purchaser and the terms and conditions of such Refusal Offer.



                                       4
<PAGE>


(b)  Lessee  shall have  twenty (20) days from  receipt of the Refusal  Offer to
     elect to acquire the Lessor  Property  pursuant to the terms and conditions
     of such Refusal Offer (the "Right of First Refusal") by delivering  written
     notice  thereof to Lessor.  Delivery of such written  notice shall obligate
     Lessee to purchase the Lessor Property on the date which is sixty (60) days
     after receipt of the Refusal Offer (or any earlier date requested by Lessee
     and  acceptable to Lessor) and on the terms and conditions set forth in the
     Refusal Offer. If Lessee elects (or is required under the Refusal Offer) to
     purchase the Lessor  Property  subject to the lien of the Mortgage,  Lessee
     shall be obligated  to comply with the  applicable  provisions  of the Debt
     Documents  and in all  events  Lessee  recognizes  that the  Right of First
     Refusal is subject to the terms of the Debt  Documents  and Head Lease.  In
     the event Lessee  shall not elect to exercise  its Right of First  Refusal,
     fails to timely deliver notice within the twenty (20) day period or a Lease
     Event of  Default  exists  or Lease  Default  shall  have  occurred  and be
     continuing at the date of exercise or at any time  thereafter  and prior to
     the conveyance of the Lessor Property,  Lessee shall conclusively be deemed
     to have waived its Right of First Refusal as to the  transaction  described
     in the Refusal Offer in question and Lessor may  thereupon  proceed to sell
     the Lessor  Property on the terms and conditions and to the party specified
     in the  Refusal  Offer in  question.  The Right of First  Refusal  shall be
     applicable to any future  sales,  and this Lease shall remain in full force
     and effect.  Modifications may be made in the offer outlined in the Refusal
     Offer without the necessity of resubmitting the offer to Lessee;  provided,
     that the purchase price is not reduced,  the payment terms are not changed,
     and that the  Closing  Date is not  extended  for a period in excess of one
     hundred eighty (180) days.

     Section 4.02. Non-Applicability of Section 4.01.

     (a)  Section  4.01  shall  not  apply  to  a  sale,  transfer,  conveyance,
assignment  or other  disposition  to the  purchaser  at a  foreclosure  sale in
connection with the foreclosure,  or to any transferee in connection with a deed
in lieu of  foreclosure  of the related  Mortgage  or with  respect to any sale,
transfer,  conveyance,   assignment  or  disposition  which  occurs  during  the
existence of a Lease Event of Default.

     (b)  Notwithstanding  anything  herein to the contrary,  the Right of First
Refusal shall not be applicable if the Lessee has failed to timely exercise each
option to extend the Term for each Renewal Term elected.

     (c) This Article IV shall not be  construed as applying to any  Refinancing
or reducing or  modifying in any way the  restrictions  on transfer set forth in
Article XIII or otherwise in any Operative Document.

     (d) Any  purchase  of the Lessor  Property  under  this  Article IV will be
subject to the terms and provisions of the other Operative Documents.

     Section 4.03. Miscellaneous.

     (a)  If  Lessee  is  the  purchaser   under  this  Article  IV,  then  (and
notwithstanding  any terms of a bona fide offer to purchase  received by Lessor)
such purchase shall be on an "as is, where is" basis without any representations
or warranties  (other than against  Lessor's Liens arising under the Lessor) and
the Lessee shall and hereby agrees to release, indemnify and hold



                                       5
<PAGE>


harmless the Lessor and each other Indemnitee from and against any and all
claims arising from or related to the condition of the Property, including, but
not limited to, claims arising under Environmental Laws.

     (b) Lessee's  failure to elect to purchase the Lessor  Property shall under
no  circumstances  constitute  a waiver on the part of Lessee  to  exercise  its
rights  under this Article IV, with respect to any  subsequent  sale,  transfer,
conveyance, assignment or other disposition of the Lessor Property.

                                    ARTICLE V

                                 RENEWAL OPTIONS

     Section 5.01. Renewal Options.

     (a)  Lessor  hereby  grants to Lessee the option to extend the term of this
Lease for the following periods (each, a "Renewal Term"):

          (i) for a period of five (5) years  commencing on the date that is the
     day after the  expiration  of the Base Term and  ending on the fifth  (5th)
     anniversary of the expiration of the Base Term (the "First Renewal  Term");
     and

          (ii) for five (5)  successive  terms of five (5) years each (each,  an
     "Additional   Renewal  Term"),  with  each  such  Additional  Renewal  Term
     commencing  on the  date  that  is the  day  after  the  expiration  of the
     preceding Renewal Term.

     (b) In order to  exercise  its option to extend  this Lease for any Renewal
Term, the following procedure shall be followed:

          (i) Lessee shall give Lessor irrevocable  written notice of its intent
     to  exercise  its  option  to extend  the term of this  Lease not less than
     twelve (12)  months  prior to the  expiration  of the Base Term or nine (9)
     months prior to the  expiration  of any then current  Renewal  Term, as the
     case may be (the "Intent to Renew Date"), time being of the essence.

          (ii) The monthly  Renewal Rent (the "Renewal  Rent")  payable for each
     Renewal Term shall be equal to Fair Market Rental Value.

     (c) The right of Lessee to extend  the term of this  Lease for any  Renewal
Term is  contingent  upon there not being any Lease  Default  or Lease  Event of
Default in existence on the date of Lessee's exercise of'such right.

     Section 5.02. Lease Provisions Applicable During Renewal.

     All the  provisions of this Lease shall be  applicable  during each Renewal
Term, except the number of Renewal Terms shall be correspondingly reduced.



                                       6
<PAGE>


                                   ARTICLE VI

           LESSEE'S ACCEPTANCE OF PROPERTY, ENFORCEMENT OF WARRANTIES

     Section 6.01. Waivers.

     The Property is demised and let by Lessor "AS IS" in its present condition,
subject to (a) the rights of any parties in possession thereof, (b) the state of
the title  thereto  existing at the time of the  commencement  of the Lease Term
(other than defects in, or exceptions to, title,  if any,  created by Lessor not
otherwise  arising from or  contemplated  by the Operative  Documents),  (c) any
state of facts which an accurate survey or physical  inspection  might show, (d)
all Applicable  Laws,  (e) any violations of Applicable  Laws which may exist at
the  commencement  of the  Lease  Term  and (f) the  presence  of any  Hazardous
Materials  at, on or under the  Property or at, on or under any  property in the
vicinity  of  the  Property.   Lessee   currently   occupies  the  Property  and
acknowledges  the same to be  satisfactory.  NO PARTICIPANT HAS MADE OR SHALL BE
DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OR SHALL
BE  DEEMED  TO HAVE ANY  LIABILITY  WHATSOEVER  AS TO THE  VALUE,  HABITABILITY,
COMPLIANCE  WITH ANY PLANS AND  SPECIFICATIONS,  CONDITION,  DESIGN,  OPERATION,
LOCATION, USE, DURABILITY,  MERCHANTABILITY,  CONDITION OF TITLE, OR FITNESS FOR
USE OF THE PROPERTY (OR ANY PART  THEREOF) FOR ANY  PARTICULAR  PURPOSE,  OR ANY
OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO
THE PROPERTY (OR ANY PART THEREOF) AND NO PARTICIPANT OR ANY AFFILIATE  SHALL BE
LIABLE FOR ANY LATENT, HIDDEN OR PATENT DEFECT THEREIN OR FOR THE FAILURE OF THE
PROPERTY  TO BE  CONSTRUCTED  IN  ACCORDANCE  WITH ANY PLANS AND  SPECIFICATIONS
THEREFOR,  FOR THE COMPLIANCE OF THE PLANS AND  SPECIFICATIONS  FOR THE PROPERTY
WITH APPLICABLE LAWS, FOR THE FAILURE OF THE PROPERTY,  OR ANY PART THEREOF,  TO
OTHERWISE COMPLY WITH ANY APPLICABLE LAWS OR FOR ANY OTHER MATTER RELATING TO OR
ARISING OUT OF THE PROPERTY OR UNDER THE OPERATIVE DOCUMENTS. It is acknowledged
that  Lessee(or an Affiliate of Lessee) and others have occupied the Property as
tenant or owner  immediately  prior to entering  into this Lease and that Lessee
has inspected the Property,  is satisfied with the results of its inspections of
the Property and is entering  into this Lease solely on the basis of the results
of its own  inspections  and all risks incident to the matters  discussed in the
preceding sentence. The provisions of this Article VI have been negotiated,  and
the foregoing provisions are intended to be a complete exclusion and negation of
any  representations  or warranties by any Participant or any Affiliate thereof,
express or implied, with respect to the Property, that may arise pursuant to any
law now or  hereafter  in effect,  or otherwise  and  specifically  negating any
warranties under the Uniform Commercial Code.

     Section 6.02. Lessee's Right to Enforce Warranties.

     (a) Subject to Section  6.02(b) below,  Lessor hereby assigns and sets over
to Lessee,  and Lessee hereby accepts the  assignment of all of Lessor's  right,
title and  interest,  and estate in, to and under,  any and all  warranties  and
other claims ("Warranties") against dealers, manufacturers, vendors, contractors
and subcontractors relating to the construction, manufacture,



                                       7
<PAGE>


sale,  use,  operation or maintenance of the Property or any portion thereof now
existing  or  hereafter  acquired  (excluding  from  such  assignment  any  such
warranties  and claims which by their terms are not  assignable  without loss of
some or all of the benefits of such  warranties or claims or require the consent
of any Person where such consent has not be obtained);  provided,  however, that
no assignor shall have no obligations under, or liabilities with respect to, any
such  warranties  and claims.  To the extent that any  Warranties are not hereby
assigned to Lessee,  Lessor, at the risk, cost and expense of Lessee,  agrees to
cooperate  with  Lessee  and  act at  the  reasonable  direction  of  Lessee  to
administer  and  prosecute  any claim  arising  from or in  connection  with any
Warranty.

     (b) Unless  Lease  Event of Default  exists or a Lease  Default  shall have
occurred  and be  continuing,  Lessor  authorizes  Lessee  (directly  or through
agents) at Lessee's  expense to, and Lessee  shall,  assert  diligently  for the
benefit of Lessor (or other assignor or owner),  during the Lease Term, Lessor's
rights (or such other assignor or owner) (if any) under any applicable  Warranty
and any other claim that Lessee or Lessor (or such other  assignor or owner) may
have against any dealer, vendor, manufacturer,  contractor or subcontractor with
respect to the Property or any portion thereof.

     (c) Unless a Lease Event of Default  exists or a Lease  Default  shall have
occurred and be  continuing,  Lessor  agrees,  at Lessee's risk and expense,  to
cooperate with Lessee and take all reasonable  action  necessary as specifically
requested by Lessee to enable Lessee to enforce all of Lessor's  rights (if any)
under this Section 6.02.

                                   ARTICLE VII
                                      LIENS

     Section 7.01. Liens.

     Lessee shall not directly or indirectly create,  incur, assume or suffer to
exist  any Lien on or with  respect  to (i) any and all of the  Property,  title
thereto  or any  interest  therein,  (ii) this Lease or the  leasehold  interest
created hereby,  (iii) Rent,  title thereto or any interest  therein or (iv) the
rentals payable with respect to the subletting of the Property, except Permitted
Liens and  Permitted  Encumbrances.  Lessee shall  promptly,  but not later than
thirty (30) days after Lessee has Actual Knowledge of the occurrence thereof, at
its own  expense,  take such action as may be  necessary  duly to  discharge  or
eliminate or bond in a manner  reasonably  satisfactory  to Lessor any such Lien
(other than Permitted Liens and Permitted Encumbrances).

     NOTHING  CONTAINED  IN THIS LEASE SHALL BE CONSTRUED  AS  CONSTITUTING  THE
CONSENT OR REQUEST OF LESSOR OR ANY AFFILIATE THEREOF, EXPRESS OR IMPLIED, TO OR
FOR THE  PERFORMANCE BY ANY  CONTRACTOR,  LABORER,  MATERIALMAN OR VENDOR OF ANY
LABOR OR SERVICES OR FOR THE  FURNISHING OF ANY MATERIALS FOR ANY  CONSTRUCTION,
ALTERATION,  ADDITION,  REPAIR OR  DEMOLITION  OF OR TO THE PROPERTY OR ANY PART
THEREOF,  WHICH  WOULD  RESULT IN ANY  LIABILITY  OF ANY SUCH PERSON FOR PAYMENT
THEREFOR.  NOTICE IS HEREBY GIVEN THAT NO  PARTICIPANT  OR ANY AFFILIATE WILL BE
LIABLE FOR ANY



                                       8
<PAGE>


LABOR,  SERVICES OR MATERIALS  FURNISHED  OR TO BE  FURNISHED  TO LESSEE,  OR TO
ANYONE HOLDING AN INTEREST IN THE PROPERTY OR ANY PART THEREOF  THROUGH OR UNDER
LESSEE,  AND THAT NO  MECHANICS  OR OTHER LIENS FOR ANY SUCH LABOR,  SERVICES OR
MATERIALS  SHALL  ATTACH TO OR AFFECT THE  INTEREST  OF ANY  PARTICIPANT  OR ANY
AFFILIATE THEREOF IN AND TO THE PROPERTY.

                                  ARTICLE VIII

                                 USE AND REPAIR

     Section 8.01. Use.

     The  Property  and  each  portion  thereof  is  intended  to be  used  as a
distribution center in connection with the ordinary and customary  operations of
Lessee and shall not (i) be used in a discriminatory  manner taking into account
other properties owned,  leased or operated by Lessee,  (ii) be used in a manner
that would cause the Property or the Equipment to be  "tax-exempt  use property"
within the meaning of Section  168(h) of the Code or  "tax-exempt  bond financed
property" within the meaning of Section  168(g)(5) of the Code, (iii) be used in
a manner  that would  constitute  a nuisance  or cause or  increase  the risk of
causing any  environmental  liability  with respect  thereto,  (iv) be used in a
manner that would  invalidate any Warranty on or with respect to the Property or
any  portion  thereof or any  insurance  policy  maintained  or  required  to be
maintained on or in respect of the Property,  (v) be used in a manner that would
violate any Applicable Laws, (vi) be used for the mining for removal of any oil,
gas, minerals or dirt or (vii) other than in the ordinary course of the business
of Lessee be used in a manner that  involves the storage,  handling or disposing
of Hazardous  Materials  (provided that all such storage,  handling or disposing
shall  comply with  Environmental  Laws).  In the event that  Lessee  desires to
change  the  use  of the  Property  or  any  portion  thereof  other  than  as a
distribution  center in connection  with its ordinary and customary  operations,
Lessee  shall  provide  notice to Lessor of the  intended  use,  which use shall
comply with clauses (ii) through (vii) above.  In addition,  the Property  shall
not be used  in  connection  with  manufacturing  activities  other  than  light
assembly,  and any change of use shall not increase the level at which Hazardous
Materials are used on the Property,  increase the risks that the Property or any
Indemnitee  shall be subjected to any  environmental  or other Claim or that any
Hazardous  Material  will be released or  discharged  at or from the Property or
that  Remedial  Action  will be  required  with  respect  to any  portion of the
Property.  Further,  any change in use with  respect to the  Facility  shall not
result in structural alterations or modifications to the Property or any portion
thereof or impair the  utility,  remaining  useful  life or current or  residual
value of the Property or any portion thereof.

     Section 8.02. Maintenance.

     Lessee,  at its own expense,  shall at all times, (i) maintain the Property
and each portion thereof in good condition and repair, in at least the condition
as existed on the Closing Date,  ordinary wear and tear excepted,  (ii) maintain
the Property and each portion thereof on a  nondiscriminatory  basis taking into
account other properties owned, leased or operated by Lessee, (iii) maintain the
Property and each portion thereof in accordance with the  requirements of all of
the other Operative Documents,  applicable Warranties and all insurance policies
relating



                                       9
<PAGE>

to the  Property  maintained  with  respect to the  Property  or  required to be
maintained  hereunder and in compliance with Applicable Laws, (iv) make repairs,
improvements,  replacements  (of  parts,  equipment,  components,  fixtures  and
improvements)  and  alterations to the Property as may be required by Applicable
Laws  and as  necessary  to keep  the  same  in the  condition  required  by the
preceding clauses (i) through (iii), whether interior or exterior or relating to
parking areas, road access or otherwise, structural or non-structural,  ordinary
or  extraordinary,  foreseen  or  unforeseen  and  regardless  of  whether  such
expenditures  would  constitute  expenses under GAAP if made by the owner of the
Property. Without limitation of the foregoing and subject to Article XII, Lessee
shall replace any Equipment that has become lost, stolen, destroyed, worn out or
otherwise not usable in accordance with its intended purposes in the same manner
as such Equipment is available for use on the Closing Date. Except to the extent
replaced in accordance with the maintenance and other  obligations of the Lessee
hereunder, no portion of the Equipment shall be removed from the Property.

     Section 8.03. Alterations.

     (a) Provided that no Lease Event of Default has occurred and is continuing,
at any time and from time to time,  Lessee, at its sole cost and expense (1) may
make  non-structural  and structural  Alterations  to the Property,  without any
notice or consent;  and (2) shall make structural or non-structural  Alterations
required by Applicable  Law;  provided that notice  thereof shall be provided to
the Lessor if the estimated cost of any Alteration exceeds $500,000.00; provided
further  that no elective  Alteration  shall (i) impair the  utility,  remaining
useful life or current or  residual  fair  market  value of the  Property or any
portion  thereof,  in each case  assuming that the  Improvements  are then being
operated and  maintained  in accordance  with this Article VIII,  (ii) cause the
Property or any portion  thereof to be  characterized  as "limited use property"
(as described in Section 4.09 of Revenue  Procedure  75-28 or Revenue  Procedure
76-30),  (iii)  result in the  removal of any  built-in  equipment  or  fixtures
currently on the Property  (unless such  equipment or fixtures are replaced with
similar  equipment  and  fixtures) or any parts on or attached to the  Equipment
(unless such parts are replaced with similar or improved parts), (iv) reduce the
square feet of the Improvements on the Property, or (v) increase in any material
respect  the  risk of  liability  to the  Lessor  or any  Indemnitee  under  any
Environmental Laws, other Applicable Laws or otherwise.

     (b)  Every   Alteration  shall  comply  with  the  following  terms  (which
compliance  shall be at  Lessee's  sole  cost and  expense):  (i) to the  extent
costing more than $500,000.00 the Alteration shall be made under the supervision
of a  certified  architect  or  civil  engineer  who  shall be  licensed  in the
appropriate  jurisdiction,   (ii)  the  structural  integrity  of  the  existing
Improvements  will not be impaired and the value,  utility and remaining  useful
life of the Equipment will not be adversely affected,  (iii) Lessee shall obtain
any licenses or permits  required,  copies of which shall be delivered to Lessor
upon written request,  (iv) such Alterations will not encroach upon any adjacent
premises unless appropriate easements and consents shall have been obtained and,
to the extent  necessary  or prudent  filed in all  appropriate  land records or
other recording offices. In connection with any Alteration, Lessee shall perform
and  complete  all work in a good and  workmanlike  manner  in  compliance  with
Applicable Laws without the imposition of any Liens, assessments or encumbrances
other than Permitted  Liens or Permitted  Encumbrances.  Lessee shall either (i)
maintain  or  cause  to be  maintained  at all  times  during  construction  (x)
builder's risk insurance naming Agent as the named insured and (y) commercial



                                       10
<PAGE>


general liability  insurance required under this Lease naming each Indemnitee as
additional  insureds  or (ii) self  insure  the risks  otherwise  insured by the
policies  required  hereunder,  which self  insurance  shall be subject  to, and
available only upon satisfaction of, the provisions of Section 9.01(b).

     Section 8.04. Title to Alterations.

     Title to  Alterations  shall without  further act vest in Lessor (except to
the extent replacing or becoming a part of the Equipment, in which case title to
such  Alterations  shall  vest in the  Head  Lessor)  and  shall  be  deemed  to
constitute a part of the Property and be subject to this Lease in the  following
cases:

     (a) such  Alteration  shall be in replacement of or in  substitution  for a
portion of the Improvements or other Property as of the date hereof,

     (b) such  Alteration  shall be required to be made pursuant to the terms of
Section 8.02; or

     (c) such Alteration shall be Nonseverable.

     Lessee  shall,  at Lessor's  request and at Lessee's sole cost and expense,
execute and deliver any deeds, bills of sale or assignments reasonably requested
by Lessor to evidence the vesting of title in and to such  Alterations in Lessor
(or Head Lessor to the extent  relating to the  Equipment).  If an Alteration is
not within any of the categories set forth in Section  8.04(a)  through  Section
8.04(c),  then title to such Alteration  shall vest in Lessee and may be removed
by Lessee to the extent  permitted  in  accordance  with  Article X hereof.  All
Alterations  to which title shall vest in Lessee as aforesaid,  and all Lessee's
Equipment  and  Personalty,  so long as removal  thereof shall not result in the
violation of any  Applicable  Laws or this Lease,  may be removed at any time by
Lessee;  provided  that Lessee shall,  at its expense,  repair any damage to the
Property  caused by the removal of such  Alteration  or Lessee's  Equipment  and
Personalty and shall restore the Property to substantially the same condition as
existed prior to such  Alteration  being made.  Lessee shall provide  "AS-BUILT"
plans and a new survey (meeting the requirements of the original survey) for any
Alterations  costing in excess of $2,000,000  determined on an aggregate  basis.
Once such $2,000,000  aggregate threshold has been met, Lessee shall be required
to  provide  "AS-BUILT"  plans and a new  survey on each  other  occasion  where
additional Alterations in the aggregate exceed $2,000,000.

     Section 8.05. Compliance with Law;  Environmental  Compliance;  Engineering
Matters.

     (a)  Lessee, at Lessee's expense,  shall comply in all material respects at
          all times with all  Applicable  Laws,  including  Environmental  Laws,
          shall  conduct its  operations  on the Property in  accordance  in all
          material  respects  with  Applicable  Laws and shall  cause all of its
          activities on the Property, and use reasonable efforts to cause all of
          its activities about the Property,  to comply in all material respects
          with Applicable Laws. Such compliance  includes,  without  limitation,
          Lessee's  obligation,  at its expense,  to take  Remedial  Action when
          required by Applicable  Laws (in  accordance  with  Applicable Law and
          this Lease) whether such requirement is now or



                                       11
<PAGE>


hereafter existing. In the event that Lessee is required or elects to enter into
any plan relating to a material  remediation of the Property with respect to any
Environment  Laws,  Lessee  shall on a quarterly  basis (or more  frequently  if
reasonably requested by Lessor) apprise Lessor of the status of such remediation
plan and  provide  copies  of all  material  correspondence,  plans,  proposals,
contracts and other documents relating to such action and plan or proposed plan.

(b)  Lessee shall notify Lessor within ten (10) days if(i) Lessee  becomes aware
     of the presence of any Hazardous Material at, on, under, emanating from, or
     migrating  to,  the  Property  in  any  quantity  or  manner,  which  could
     reasonably be expected to violate in any material respect any Environmental
     Law or give  rise to any  liability  or the  obligation  on the part of the
     Lessee or Lessor to take  Remedial  Action or other  obligations  under any
     Environmental  Law, or (ii) Lessee  receives any notice,  claim,  demand or
     other  communication  from  a  Governmental  Authority  or  a  third  party
     regarding  the presence of any Hazardous  Material at, on,  under,  within,
     emanating  from or  migrating  to the Property  which could  reasonably  be
     expected to violate any  Environmental Law or give rise to any liability or
     to remediation or other  obligations  under any  Environmental  Law. If any
     event  described  in this  subclause  (b)  requires  Remedial  Action,  the
     provisions set forth in subclause (c) below will apply mutatis mutandis.

               (c)  (i)  In  the  event   there   exists  any  site   condition,
          circumstance,  activity,  practice,  incident, action or plan, whether
          ongoing or in the past,  and that is  reasonably  likely to result in:
          (a)  a  current  or  future   violation  of  or  liability  under  any
          Environmental  Law, or (b) the presence,  on or after the date hereof,
          of any Hazardous Material that requires Remedial Action at, on, under,
          in connection  with, or which is migrating from, the Property  ("Areas
          of Environmental Concern"), then Lessee, at its sole cost and expense,
          shall, as soon as reasonably practicable,  but in any event within six
          months of the identification of such Area of Environmental Concern, or
          such  later date as may be  required  by the  applicable  governmental
          agency or agencies,  develop and  finalize a work plan  prepared by an
          Approved Environmental Consultant which sets forth all Remedial Action
          to be undertaken in connection with each Area of Environmental Concern
          identified  at or relating to the  Property  (the  "Plan"),  and shall
          provide such Plan to Lessor. Lessor shall have the right to review and
          comment on such Plan prior to submission of the Plan to the applicable
          governmental  agency or agencies.  Lessee shall promptly  perform,  or
          cause to be performed  on its behalf,  all  Remedial  Action  required
          under the Plan or otherwise necessary under the terms of this Lease to
          obtain Final Governmental  Approval (as hereinafter defined) and shall
          diligently  pursue such Remedial  Action to completion,  in accordance
          with  the  requirements  of  any   Environmental   Law  or  applicable
          governmental agency.  Lessee shall on a quarterly basis (or more often
          if reasonably  requested)  apprise  Lessor of the status of such Plan,
          and  provide  copies of all  material  correspondence,  drafts of such
          Plan, agreements,  documents, notices and other documentation existing
          with  respect to the Plan and/or  Area of  Environmental  Concern.  In
          addition to the requirements in  subparagraphs  (a) and (b) above, and
          in connection with any actions undertaken  pursuant to this Agreement,
          Lessee  shall in all  material  respects at all times  comply with all
          applicable  Environmental Laws and with all other applicable  federal,
          state  and  local  laws  and  shall  use  an  Approved   Environmental
          Consultant to perform any Remedial Action.



                                       12
<PAGE>


               (ii)  Within  thirty  (30) days  prior to the date that  Remedial
          Action shall be required to be  completed  with respect to any Area of
          Environmental  Concern (the "Required  Remedial Action Date"),  Lessee
          shall request and when obtained submit to Lessor written  confirmation
          from the  applicable  governmental  agency  that no  further  Remedial
          Action is required to be taken ("Final Governmental Approval").

               (iii)  In the  event  that  Final  Governmental  Approval  is not
          received by Lessor by the Required  Remedial Action Date, Lessee shall
          provide  Lessor,  within thirty (30) days after the Required  Remedial
          Action  Date,  with a bond,  letter  of credit  or  similar  financial
          assurance,  in each case  satisfactory  to the Lessor that  sufficient
          funds  are  available  to pay  for  the  completion  of any  remaining
          Remedial  Action  required  of Lessee  and to obtain  receipt of Final
          Governmental Approval;  provided, however, so long as Lessee maintains
          at least an  Investment  Grade rating and  acknowledges  to Lessor its
          intent to complete such Remedial Action,  no bond, letter of credit or
          similar  financial  assurance shall be required.  Lessee  covenants to
          notify the Lessor in the event that  Lessee  does not have at least an
          Investment Grade rating.

     (d) Based upon the initial  Environmental  Reports required to be delivered
to Lessor with respect to the Property,  the Lessee shall be required to perform
the acts set forth on Schedule  8.05(d) hereof.  All such acts shall be required
to be performed  within six (6) months of the Closing Date, and upon  completion
of such acts, Lessee shall provide prompt notice to Lessor.

     (e)  Engineering  reports  prepared on behalf of Lessor with respect to the
Real Property evidenced certain defects and matters to be corrected as set forth
on Schedule 8.05(e).  Lessee shall proceed with reasonable  diligence to perform
the tasks and correct the matters  described  in Schedule  8.05(e) in a good and
workmanlike  manner and  otherwise  so as to comply with the terms of the Lease;
provided,  that such tasks shall be performed and matters corrected as aforesaid
in any event by the date that is six (6) months from the Closing Date.

     Section 8.06. Payment of Impositions.

     Lessee, in accordance with Section 19.02, shall pay or cause to be paid all
Impositions before any fine, penalty,  premium,  further interest or cost may be
assessed  or added for  nonpayment,  such  payments  to be made  directly to the
taxing authorities where feasible. If requested, Lessee shall deliver, to Lessor
copies  of  receipts,   canceled  checks  or  other   documentation   reasonably
satisfactory,  to Lessor evidencing  payment of Impositions and Lessee agrees to
maintain in its records  evidence of payment of real estate,  personal  property
and other ad valorem taxes for a period of no less than eight (8) years.  If any
such  Imposition  may,  at the  option  of the  taxpayer,  lawfully  be  paid in
installments  (regardless of whether interest shall accrue on the unpaid balance
of  such  Imposition),  Lessee  may  exercise  the  option  to pay  the  same in
installments;  provided,  however,  upon  return of the  Property or any portion
thereof  under the terms of this Lease,  Lessee shall pay any accrued but unpaid
Impositions  on the Property  (together with accrued  interest,  if any) or such
portion  thereof that is being  returned  and shall pay all unpaid  installments
(together with accrued interest, if any) whether or not due. If a Lease Event of
Default exists or a Lease Default shall have occurred and be continuing,  Lessee
shall  pay to the  Lessor,  in  monthly  installments  in  amounts  equal to the
Impositions (or estimated



                                       13
<PAGE>


to equal such Impositions)  (together with accrued interest,  if any) to be held
and  applied  by the  Lessor,  including  on  such  initial  payment  date  such
additional  amount  as shall be  necessary  to  assure  that  together  with the
upcoming months' installment,  the full amount of each Imposition (together with
accrued  interest,  if any) shall have been  received by Lessor prior to the due
date of such Imposition.  Lessee shall have the right to contest any Imposition,
subject to the following:  (i) such contest shall be at its sole cost,  risk and
expense,  (ii) if the Imposition being contested is in the amount of $500,000.00
or more,  Lessee  shall  provide  notice to Lessor  within ten (10) days of such
Imposition and contest and the grounds  thereof,  (iii) such contest shall be by
appropriate  legal  proceedings  conducted in good faith and with due diligence,
(iv)  such  contest  will  operate  to  suspend  the  collection  of,  or  other
realization upon, such Imposition, from any Property or other interest of Lessor
or any assignee,  or from any Rent (or otherwise  affect Lessee's  obligation to
pay, and Lessor's right to receive,  Rent),  (v) such contest will not adversely
affect the Agent's Lien on any Property, the Head Lessor's rights under the Head
Lease or with respect to the Equipment or Lessor's  right to any Property,  (vi)
such contest will not interfere with the possession, use or occupancy or sale of
any Property, (vii) such contest will not subject any Indemnitee to any civil or
criminal liability or require the disclosure of Confidential Information of such
Indemnitee except upon terms and conditions  acceptable to such Indemnitee,  and
(viii) Lessee shall not postpone the payment of any  Imposition  for such length
of time as shall permit the Property to become subject to a Lien created by such
item being contested that is prior to the Lien securing the  Indebtedness or any
rights of Head Lessor in  connection  with the  Equipment.  Lessee shall pay any
Imposition  (and related costs)  promptly  after  foregoing any contest or after
receipt of a final  adverse  judgment,  or after  notice  from  Lessor that such
contest is not being performed in accordance with the terms hereof.

     Section 8.07. Adjustment of Impositions.

     Impositions  with respect to the Property for a billing period during which
Lessee's  obligation  to  indemnify  Lessor  pursuant  to this Lease  expires or
terminates  as to the  Property  shall be adjusted and prorated on a daily basis
between Lessor and Lessee,  whether or not such  Imposition is imposed before or
after such  expiration or  termination,  and Lessee's  obligation to pay its pro
rata share thereof shall survive such expiration or termination;  provided, that
Lessee shall be required to pay any Impositions (together with accrued interest,
if any) which it has elected to or has been  permitted  to pay in  installments,
until the due date of such installments.

     Section 8.08. Utility Charges.

     Lessee  shall pay or cause to be paid all charges for  electricity,  power,
gas, oil, water, telephone, sanitary sewer services and all other utilities used
in or on the Property prior to and during the Lease Term, and such obligation on
the part of Lessee shall survive the  expiration or earlier  termination of this
Lease until all such  outstanding  balances  for services  rendered  prior to or
during the term of this Lease  have been  paid.  Lessee  shall have the right to
select such service providers for the Property.



                                       14
<PAGE>


                                   ARTICLE IX

                                    INSURANCE

     Section 9.01. Coverage.

     (a)  Lessee  shall  maintain  insurance  and insure  the  Property  and the
operations  and  liabilities  related  thereto at least to the same standards as
applicable  to  comparable  properties  owned,  operated  or  leased  by  it  in
accordance with prudent  practice.  Without  limiting the foregoing,  subject to
Section 9.01(b),  Lessee shall maintain  minimum  insurance of the types, in the
amounts and  meeting the  requirements  set forth on Schedule  9.01(a)  attached
hereto and made a part hereof.  Lessee  represents  that  Schedule  9.01(a) sets
forth the  insurance  maintained  by Lessee as of the  Closing  Date,  including
self-insurance and deductible amounts,  and that such insurance is in full force
and effect as of the Closing Date.

     (b) Subject to the  approval of Lessor on the Rent  Commencement  Date,  so
long as (i) no Lease Event of Default  exists or Lease  Default has occurred and
is  continuing,  (ii)  Lessee's  Adjusted Net Worth  equals Two Hundred  Million
Dollars  ($200,000,000.00) or more and (iii) the long term senior unsecured debt
of Lessee,  if then rated,  does not have a rating of less than Investment Grade
and (iv) Lessee meets the  self-insurance  requirements  of the NAIC for a "Bond
Lease Credit  Tenant Loan" on a  continuing  basis,  Lessee shall be entitled to
self-insure and/or have deductible amounts as it may elect (the  "Self-Insurance
Amount")  against  any and all risks it would  otherwise  be  required to insure
against under Section 9.01(a).  Notwithstanding the foregoing, in the event that
the Agent  shall  have  determined  that there has  occurred a material  adverse
change in the credit  quality of Lessee or a  significant  economic  downturn in
Lessee's  particular  industry,   or  the  Agent  otherwise  determines  in  its
reasonable discretion and based on quantitative criteria that the Self-Insurance
Amount  exceeds  industry   standards  or  an  acceptable  level  as  reasonably
determined  by the Holders,  then the Agent shall  provide  notice to the Lessee
setting  forth the revised  Self-Insurance  Deductible  Amount,  specifying  the
reason or reasons for the downward  adjustment to the Self-Insurance  Amount and
specifying  any  additional  insurance  required  to be  obtained  by the Lessee
hereunder.  From the date of such notice, the Lessee shall have thirty (30) days
in which to arrange for the  insurance  coverage to be obtained by the Lessee as
required by Lessor,  such insurance to be on the terms and conditions  otherwise
set forth where the  Lessee's  self-insurance  right is not  available or is not
needed.  Notwithstanding  the fact that Lessee may at any time be  permitted  to
self-insure  pursuant  to this  Section  9.01(b),  to the extent that (i) Lessee
maintains a policy or policies of commercial  general  liability  insurance with
respect to the  Property,  Lessee shall cause each  Indemnitee to be named as an
additional insured on such policy or policies and (ii) Lessee maintains a policy
or policies of property  insurance  with respect to the  Property,  Lessee shall
cause Agent (so long as any obligation  under the Debt  Documents  remains to be
satisfied) and, thereafter, Lessor to be named as a named insured on such policy
or policies  to the extent of their  interests.  So long as no Lease  Default or
Lease  Event of  Default  exists,  any loss  payable  under  insurance  policies
maintained  in  respect  of damage to the  Property  shall be paid to Lessee for
losses less than $500,000.

     (c) Nothing in this Article IX shall  prohibit the Lessee from  maintaining
at its expense  insurance on or with respect to the Property,  naming the Lessee
as insured and/or loss



                                       15
<PAGE>


payee for an amount greater than the insurance  required to be maintained  under
this Section 9.01,  unless such insurance would conflict with or otherwise limit
the availability of or coverage afforded by insurance  required to be maintained
under Section 9.01.  Nothing in this Section 9.01 shall prohibit the Lessor from
maintaining at its expense other insurance on or with respect to the Property or
the operation,  use and occupancy of the Property,  naming the Lessor as insured
and/or payee,  unless such insurance would conflict with, cause the Lessor to be
a coinsurer or otherwise limit or adversely affect the ability to obtain, or the
cost of, the insurance required to be maintained under Section 9.01.

     (d) Copies of policies  required to be maintained  under  Schedule 9.01 (or
certificates  thereof indicating  compliance with the provisions of this Article
IX) shall be delivered to Lessor on each anniversary of the Closing Date and, in
any event, thirty (30) days prior to the expiration of the applicable policy.

     (e)  Irrespective of the cause thereof,  no Participant or any Affiliate of
the  foregoing  shall be liable for any loss or damage to any buildings or other
portion of the Property resulting from fire,  explosion or any other casualty or
event or  circumstance.  In the event of Lessee's  failure to obtain or maintain
the insurance called for under this Lease, Lessor shall have the right, together
with  Lessor's  remedies set forth  herein,  to obtain the policies of insurance
required under this Lease and to bill Lessee for the premium payments therefore,
together with interest at the Default Rate, in each case as  Supplemental  Rent.
No Person other than Lessee shall have any  obligation to maintain  insurance of
any nature or type whatsoever.

     (f) If the  Property  is in an area  designated  as a  "flood  prone"  area
pursuant to the Flood  Disaster  Protection  Act of 1973,  or any  amendments or
supplements  thereto or is in a zone designated A or V, then Lessee shall comply
with the National  Flood  Insurance  Program as set forth in the Flood  Disaster
Protection  Act of  1973.  In  addition,  Lessee  will  fully  comply  with  the
requirements  of the National Flood Insurance Act of 1968 and the Flood Disaster
Protection  Act of 1973, as each may be amended from time to time,  and with any
other  Applicable Law concerning flood insurance to the extent it applies to the
Property or any portion thereof.

                                    ARTICLE X
                          RETURN OF PROPERTY TO LESSOR

     Section 10.01. Return of Property to Lessor.

     Lessee shall,  upon the expiration or termination of this Lease, and at its
own expense,  return the Property and each portion  thereof,  including  without
limitation the Equipment, to Lessor by surrendering the same into the possession
of Lessor:

     (a)  free  and  clear  of all  Liens,  except  that  Lessee  shall  have no
responsibility  or  liability  in  respect of (i)  Lessor  Liens,  (ii) any Lien
created by the Debt Documents and (iii) any Lien created by the Head Lease; and

     (b) in  compliance  with all  Applicable  Laws and in  compliance  with the
maintenance  conditions  required by this Lease.  All  Alterations  and Lessee's
Equipment and Personalty not removed by Lessee by the last day of the Lease Term
(but in the event of a termination other than



                                       16
<PAGE>


upon the  expiration  of the Base Term or any Renewal  Term,  within thirty (30)
days after said termination of this Lease),  other than those  Alterations as to
which  title  shall vest in Lessor  pursuant  to Section  8.04 (which may not be
removed),  shall be deemed  abandoned  in place by Lessee  and shall  become the
property of Lessor.  Lessee  shall pay or reimburse  Lessor for any  reasonable,
actual,  out-of-pocket  costs  incurred  by Lessor  (i) in  connection  with the
removal or disposal of such relinquished property (less the actual salvage value
thereof), or (ii) to bring any Property into compliance with all Applicable Laws
and the  provisions  hereof.  The  return  of the  Property  shall  survive  the
expiration or termination of this Lease.

     Upon the return of the Property, Lessee shall deliver therewith:

          (i)  all  transferable  licenses,  permits  and the  like  by  general
     assignment, without warranty or recourse;

          (ii) as  built-drawings  including  plans  for  HVAC,  mechanical  and
     electrical systems, to the extent available and a survey;

          (iii) keys to the Property;

          (iv)  to the  extent  permitted  by  Applicable  Law  and  contact  or
     warranty,  assignment of all maintenance  contracts and existing warranties
     applicable  to the Property or any portion  thereof by general  assignment,
     without warranty or recourse;

          (v) a Phase I Environmental Site Assessment recently prepared (no more
     than  sixty  (60)  days  prior  to  the  date  of  return)  by an  Approved
     Environmental  Consultant which Phase I Environmental Site Assessment shall
     evidence no Areas of Environmental  Concern requiring further assessment or
     Remedial Action; and

          (vi) unless otherwise  directed by the Lessor,  the Equipment shall be
     disassembled  and  placed  in a state of  readiness  so as to  permit  such
     Equipment to be picked up by a shipper  designated  by Lessor for immediate
     loading without the necessity of additional labor, cost or expense.

     In  the  event  that  the  Property  is not  timely  returned  meeting  the
requirements  hereof,  Lessee  shall be  required  to  continue  paying  Rent as
provided herein.

     Notwithstanding anything herein to the contrary, Lessee may elect to return
the Equipment on any  anniversary of the  commencement  date of the Base Term or
any  applicable  Renewal Term  commencing  with the twelfth  anniversary  of the
commencement  date of the Base Term.  In the event  that the  Lessee  desires to
elect to return such  Equipment,  the Lessee  shall  provide  written  notice to
Lessor  and Head  Lessor at least one (1) year prior to the  anniversary  of the
commencement  date of the Base Term (or any Renewal Term, as the case may be) in
which Lessee desires to return the Equipment.  Upon the return of the Equipment,
Lessee shall be required to  disassemble  and place such Equipment in a state of
readiness to permit such  Equipment to be picked up by a shipper  designated  by
Lessor for immediate  loading without the necessity of additional labor, cost or
expense. In addition, Lessee shall otherwise have fulfilled



                                       17
<PAGE>

its  obligations  under this Section 10.01 with respect to the  Equipment.  Upon
proper  election  of Lessor to return the  Equipment  and timely  compliance  by
Lessee  with the  provisions  hereof,  "Property"  shall no  longer be deemed to
include the Equipment or any interest therein.

                                   ARTICLE XI

                              ASSIGNMENT BY LESSEE

     Section 11.01.  Assignment by Lessee.  So long as no Lease Default or Lease
Event of Default has occurred and is  continuing,  Lessee may, at Lessee's  sole
expense,  without  the  consent of  Lessor,  assign  this  Lease to any  Person;
provided,  however, that any such Person or other Person is not (I) a tax-exempt
entity  (within the  meaning of Section  168(h) of the Code) or (II) a debtor or
debtor-in-possession  in a voluntary or involuntary bankruptcy proceeding at the
commencement of the assignment; provided, however, that no such assignment shall
become effective until (i) a fully executed copy of an assignment and assumption
agreement,  substantially in the form of Exhibit A attached  hereto,  shall have
been  delivered  to Lessor,  and (ii) such  assignee  shall have  executed  such
instruments and other  documents and provided such further  assurances as Lessor
shall reasonably request to ensure that such assignment is expressly subject and
subordinate to the Assignment of Lease, the other Debt Documents, the Head Lease
and this Lease and is  enforceable  in accordance  with its terms.  Any assignee
shall  assume in writing any  obligations  of Lessee  arising from and after the
effective date of the assignment.  Notwithstanding  any such assignment,  Lessee
shall not be released from its primary liability hereunder and shall continue to
be obligated for all  obligations of "Lessee" in this Lease,  which  obligations
shall continue in full force and effect as obligations of a principal and not of
a guarantor or surety,  as though no assignment had been made.  Lessee will have
the right,  subsequent to any assignment (a) to receive a duplicate copy of each
notice of  default  sent by Lessor to Lessee or any  assignee  (but such  notice
shall be effective as against the Lessee,  as well as any subsequent  assignees,
even if a copy has not been delivered to such requesting  assignee),  and (b) to
cure any  default by Lessee or other  assignee  under the Lease  within the cure
period  provided for  hereunder.  Lessee's  liability  hereunder  shall continue
notwithstanding  the  rejection  of this  Lease  by an  assignee  of this  Lease
pursuant  to  Section  365 of Title 11 of the  United  States  Code,  any  other
provision of the  Bankruptcy  Code,  or any similar law relating to  bankruptcy,
insolvency,  reorganization or the rights of creditors,  which arises subsequent
to such  assignment.  In the  event  Lessee  assigns  this  Lease  and it  shall
thereafter  be  rejected  in a  bankruptcy  or similar  proceeding,  a new lease
identical  to this Lease  shall be  reinstituted  as  between  Lessor and Lessee
without  further act of any party;  provided  Lessor  shall not be  obligated to
deliver to Lessee possession of the Property.  Nothing herein shall be construed
to permit  Lessee to mortgage,  pledge,  hypothecate  or otherwise  collaterally
assign in any manner or nature whatsoever  Lessee's interest under this Lease in
whole or in part. Lessee shall provide written notice to Lessor,  Agent and Head
Lessor of any  assignment  of this Lease within ten (10)  Business Days prior to
the  effective  date thereof and an executed copy of the agreement of assignment
and  assumption  within  thirty (30) days after the  execution  thereof.  To the
extent an  assignee  of this  Lease  fails to  perform  on behalf of Lessee  the
obligations of Lessee  hereunder,  and Lessee  performs such  obligations,  then
Lessee shall be  subrogated  to the rights of Lessor as against such assignee in
respect of such performance.



                                       18
<PAGE>


                                   ARTICLE XII

                    LOSS; DESTRUCTION; CONDEMNATION OR DAMAGE

     Section 12.01. Event of Loss.

     If there shall occur an Event of Loss with respect to the Property,  Lessee
shall give Lessor prompt written  notice  thereof and elect,  within thirty (30)
days after the  occurrence of the Event of Loss,  one of the  following  options
(provided that Lessee's election of proceeding under clauses (b) or (c) shall be
effective  only if  restoration  or  substitution,  as the case  may be,  can be
completed by the time specified in such clauses (b) and (c)):

     (a) Offer to purchase the Property from Lessor, on a date specified in such
notice,  which date  shall be a date for which a value is set forth on  Schedule
12.01 hereto (the "Termination  Value Date") occurring not less than ninety (90)
days and not not than one hundred  fifty (150) days after the date of such Event
of Loss, for a purchase price equal to the sum of (i) the Termination  Value for
the Property, determined as of such Termination Value Date, plus (ii) all unpaid
Rent with respect to the Property  due and (without  duplication)  all Rent with
respect to the Property  accruing,  but unpaid  through such  Termination  Value
Date, plus (iii) an amount equal to the reasonable out-of-pocket expenses of any
Indemnitee relating to the purchase, if any, by Lessee as a result of such Event
of Loss including reasonable attorneys' fees and costs actually incurred. Lessor
shall have sixty (60) days from the date of receipt of Lessee's  offer to decide
whether to reject such offer,  otherwise Lessor shall be deemed to have accepted
such offer;

     (b)  Restore  and  rebuild the  Improvements  and  Fixtures  and repair and
replace the Equipment  damaged or destroyed as a result of such Event of Loss so
as to  have  at  least a  value,  utility,  condition,  operating  function  and
remaining useful life equal to the value, utility, condition, operating function
and  remaining  useful life of the Property  immediately  prior to such Event of
Loss (assuming  compliance with this Lease),  and in all events in the condition
required by Section 8.02,  such  restoration and replacement to be completed the
earlier to occur of (x) the first  anniversary  of the Event of Loss, or (y) six
months prior to the expiration of the Lease Term (and Lessee shall remain liable
for the completion of such  restoration  beyond the expiration of the Lease Term
to the extent not completed prior to such expiration and shall pay Base Rent (or
Renewal  Rent as the case may be) and  Supplemental  Rent  with  respect  to the
Property from the date of expiration to the date of completion); or

     (c)  Offer  to  substitute  for  the  Property  a  Substitute  Property  in
compliance  with Article XXIII,  such  substitution  to be completed  within the
earlier of (A) one hundred  eighty (180) days after an Event of Loss and (B) six
months  prior to the  expiration  of the Lease Term.  Upon  consummation  of the
substitution under Article XXI, Net Proceeds,  if any, relating to the Withdrawn
Property  shall be paid to or retained by Lessee.  Lessor shall have thirty (30)
days from the date of receipt of Lessee's  offer to accept  such offer,  if such
offer is not accepted  within such time  period,  then Lessor shall be deemed to
have  rejected  such offer and Lessee shall  proceed  under  clauses (a) or (b).



                                       19
<PAGE>


If  Lessee  makes an offer to  purchase  pursuant  to  clause  (a) above of this
Section  12.01,  and Lessor accepts such offer or is deemed to accept such offer
(taking into  account the last  sentence of Section  12.01(a))  within the sixty
(60) day period  referred to in the last  sentence  of clause (a) above,  Lessee
shall pay to Lessor the Termination  Value and Rent described in said clause (a)
not later  than the  Termination  Value  Date;  provided  that any Net  Proceeds
related to the Property then held by Lessor (or its assignee or designee)  shall
be credited against the portion of such Termination  Value payable to Lessor and
the  balance of Net  Proceeds,  if any,  shall be paid to or retained by Lessee.
Concurrently  with the payment in full of the amounts  payable  pursuant to said
clause (a), the terms of Article XIII shall be complied with.

     In the event  Lessee has made the  election  described in either (b) or (c)
above and,  notwithstanding diligent efforts in good faith, has failed to comply
with terms thereof within the periods described,  then Lessee shall be deemed to
have made the offer  described  in (a) above to purchase  the  Property  and the
Termination  Value Date shall be deemed to be the next succeeding date set forth
on Schedule 12.01 occurring  thirty (30) days after the expiration of the period
described in (b) or (c) (as  applicable),  or if there is no such date, the last
date on Schedule 12.01, as the case may be.

     In the event Lessor rejects the offer of Lessee to purchase the Property as
provided in clause (a) of this Section 12.01, the following amount shall be paid
to or retained by Lessor on such  Termination  Value Date:  (A) all Net Proceeds
related to the Property;  provided that, if Lessee is self-insured (as permitted
above)  by means of  deductibles,  retained  risks or no  insurance  whatsoever,
Lessee shall pay such amounts and any additional amounts so that Lessor receives
in total  (including  any Net Proceeds) an amount that would have been paid by a
third-party insurer under a customary commercial all-risk full replacement-value
insurance  policy  substantially  similar to that  described  in  Schedule  9.01
without  deductibles or retained  risks  replacement  value of the  Improvements
immediately  preceding the Event of Loss,  shall be as mutually  agreed  between
Lessee and Lessor and,  failing such  agreement  within fifteen (15) days of the
request of either party to do so, by the Appraisal  Procedure),  plus (B) unpaid
Rent due with respect to the Property on such Termination Value Date.

     Upon payment in full of the amounts set forth in clauses (A) and (B) of the
preceding  sentence (in the event Lessor rejected  Lessee's offer) or clause (a)
of the first  sentence  of this  Section  12.01 (in the  event  Lessor  accepted
Lessee's  offer  to  purchase),  (1)  the  Lease  Term  shall  end,  and (2) the
obligations of Lessee hereunder (other than any obligations  expressed herein as
surviving  termination  of this  Lease)  with  respect  to such  Property  shall
terminate as of the date of such payment.

     If Lessor  elects to reject the offer of Lessee  hereunder  to purchase the
Property  pursuant to this Section 12.01 while the  Indebtedness  under the Debt
Documents  is  outstanding  or the Head  Lease has not  expired  by its terms of
otherwise been terminated,  any notice of rejection shall only be effective, and
Lessor  shall  only  be  entitled  to  reject  such  offer,  if such  notice  is
concurrently consented to in writing by the Agent on behalf of the Holders or by
the Head Lessor or both the Agent and the Head  Lessor,  as the case may be, and
absent such required consent by the applicable Persons within the sixty (60) day
period referred to in the last sentence of the clause (a) above, Lessor shall be
deemed to have accepted Lessee's offer.



                                       20
<PAGE>


     Section  12.02.  Application  of Payments  Upon an Event of Loss When Lease
Continues.

     Subject to Section 12.04, payments received at any time by Lessor or Lessee
from any  Governmental  Authority  or other  Person with respect to any Event of
Loss in a case in which this Lease will not  terminate  (and there will occur no
abatement  or  reduction of rent)  because  Lessee has elected to proceed  under
clause  (b) of  Section  12.01,  shall  be  paid to  Lessee  to be  applied,  as
necessary,  to the repair or  restoration of the Property as described in clause
(b) of Section 12.01. Any excess insurance proceeds  remaining  thereafter shall
be retained by Lessee and any excess  condemnation  award  remaining  thereafter
shall be paid to Lessor to be applied to reduce the Indebtedness.

     Section 12.03. Application of Payments Not Relating to an Event of Loss.

     In case of a  Condemnation  or  Casualty  which  is not an Event of Loss or
which does not result in a  termination  of this  Lease in  accordance  with the
above  provisions  of Article  XII,  this Lease  shall  remain in full force and
effect,  without any abatement or reduction of Rent; provided,  however,  Lessee
acknowledges  that any  Condemnation  or Casualty  with respect to the Equipment
that does not  result in an Event of Loss with  respect  to the  Property  shall
require  that the  Equipment be  replaced,  repaired,  restored so as to have at
least a value, utility, condition,  operating function and remaining useful life
equal to the value, utility, condition,  operating function and remaining useful
life of the Equipment  immediately prior to such occurrence (assuming compliance
with this Lease).  Subject to Section 12.04,  all Net Casualty  Proceeds and all
Net  Condemnation  Proceeds,  as the case may be,  shall be paid to Lessee to be
applied,  as  necessary,  to the  repair,  restoration  and  replacement  of the
Property so such Property (including the Equipment) shall have a value, utility,
condition,  operating function and remaining useful life to the value,  utility,
condition,  operating  function and remaining  useful life existing  immediately
prior to such Casualty or  Condemnation  (assuming  compliance with this Lease).
Any excess insurance proceeds  remaining  thereafter shall be retained by Lessee
and any excess  condemnation award remaining  thereafter shall be paid to Lessor
to be applied to reduce the Indebtedness.

     Section 12.04. Other Dispositions.

     (a)  If  Net  Casualty   Proceeds  or  Net  Condemnation   Proceeds  exceed
$500,000.00  (each, as applicable,  the  "Restoration  Fund") in respect of such
Casualty or Condemnation,  as the case may be, then all Net Casualty Proceeds or
Net  Condemnation  Proceeds shall be paid to the Proceeds Trustee for release to
Lessee as  restoration  progresses,  subject to and in  accordance  with Section
12.04(b).  Lessor and Lessee hereby  authorize  and direct any insurer,  to make
payment under policies of casualty insurance required to be maintained by Lessee
pursuant to Section  9.01(a)  directly  to the  Proceeds  Trustee  instead of to
Lessor;  and each of Lessee and Lessor hereby  appoints the Proceeds  Trustee as
its attorney-in-fact to endorse any draft therefor for the purposes set forth in
this Lease.  In the event that a Casualty  shall occur at such time as Lessee is
self-insured (as permitted above) by means of deductibles,  retained risks or no
insurance  where Net Casualty  Proceeds would have exceeded  $500,000.00  from a
third-party insurer under a customary commercial all-risk full replacement-value
insurance  policy  substantially  similar to that  described  in Schedule  9.01,
Lessee shall, within thirty (30) days of



                                       21
<PAGE>


the Casualty,  pay to the Proceeds Trustee the amount of the proceeds that would
have been payable had such  insurance  been in effect  (determined in the manner
provided in the fourth full  paragraph  of Section  12.01) and such amount shall
constitute   a  part  of  the   Restoration   Fund  for  all   purposes  hereof.
Notwithstanding the foregoing provisions of this Article XII, so long as a Lease
Event  of  Default  exists  or a  Lease  Default  shall  have  occurred  and  be
continuing,  any amount that would otherwise be payable to or for the account of
Lessee pursuant to this Article XII shall be paid to the Servicer (if a Servicer
has been and  continues  to be  engaged  to receive  Rent) as  security  for the
obligations of Lessee under this Lease and at such time  thereafter as the Lease
Event of Default shall have been waived and the Lease Default shall no longer be
continuing,  unless Lessor shall be exercising its remedies under Section 17.01,
such  amount  shall be paid  promptly  to  Lessee  or the  Proceeds  Trustee  in
accordance with this Lease.

     (b) The  Restoration  Fund,  if any,  shall be  disbursed  by the  Proceeds
Trustee by wire transfer of immediately available funds within five (5) Business
Days  of the  last  submission  made  pursuant  to and in  accordance  with  the
following conditions (provided that there shall be no more than one disbursement
during each month):

          (i) At the time of any disbursement,  no Lease Event of Default exists
     and  no  Lease  Default  shall  have  occurred  and  be  continuing  and no
     mechanics'  or  materialmen's  liens  shall  have  been  filed  and  remain
     undischarged, unbonded or not insured over.

          (ii)  Disbursements  (subject to the holdback in Section  12.04(b)(iv)
     below) shall be made from time to time in an amount not  exceeding the hard
     and soft costs of the work and costs incurred  since the last  disbursement
     upon  receipt  of  (1)  satisfactory  evidence,  including  architects'  or
     engineers' certificates,  of the stage of completion, of the estimated cost
     of  completion  and of  performance  of the  work  to  date  in a good  and
     workmanlike   manner  in   accordance   with  the   contracts,   plans  and
     specifications,   (2)   partial   releases  of  liens  in  respect  of  the
     disbursement made pursuant to the immediately  preceding  request,  and (3)
     other reasonable  evidence of costs incurred  (whether or not paid) so that
     the Proceeds Trustee is able to verify that the amounts disbursed from time
     to time are  represented by work that is completed in place or delivered to
     the site and free and clear of (or such  claims have been bonded or insured
     over), mechanics' and materialmen's lien claims.

          (iii)  Each  request  for  disbursement  shall  be  accompanied  by  a
     certificate  of Lessee (1) agreeing to use amounts  disbursed for the costs
     described in Section  12.04(b)(ii),  (2) describing the work,  materials or
     other costs or expenses  for which  payment is  requested,  (3) stating the
     costs  incurred in connection  therewith,  (4) to the extent Lessee has not
     paid amounts  equal to  self-insured  retentions  to the Proceeds  Trustee,
     stating  that Lessee has paid costs and expenses for such work in an amount
     equal to the self insured and/or deductible  amounts (and attaching thereto
     evidence  thereof  reasonable  satisfactory to Lessor) and (5) stating that
     Lessee has not previously received payment for such work or expense and the
     certificate to be delivered by Lessee upon completion of the work shall, in
     addition, state that the work has been substantially completed and complies
     with the applicable requirements of this Lease.



                                       22
<PAGE>


          (iv) The  Proceeds  Trustee  shall  retain ten  percent  (10%) of the
     amounts otherwise disbursable until the repair, restoration and replacement
     are at least fifty percent (50%) complete, and thereafter five percent (5%)
     until the repair, restoration and replacement are substantially complete.

          (v) The  Restoration  Fund shall be kept by the Proceeds  Trustee in a
     separate   interest-bearing   federally  insured  account  or  invested  in
     Permitted Investments (as directed by, or on behalf of, Lessee).

          (vi) At all times the undisbursed balance of the Restoration Fund held
     by the Proceeds  Trustee shall be not less than the cost of completing  the
     repair,  restoration  and  replacement,  free and clear of all liens (other
     than Permitted Liens, which term for purposes hereof shall exclude Liens of
     the type described in clause (d) of the definition of Permitted Liens other
     than  Liens for  amounts  not yet due or that are  bonded  over or  insured
     over),  and in the case of any deficiency,  the Lessee shall be required to
     deposit an amount equal to such deficiency into the Restoration Fund.

          (vii) In addition,  prior to commencement  of repair,  restoration and
     replacement   and  at  any  time  during  such  repair,   restoration   and
     replacement,  if the estimated cost of repair, restoration and replacement,
     as reasonably  determined by the Proceeds Trustee,  exceeds the then amount
     of the Restoration  Fund, the amount of such excess shall be paid by Lessee
     to the Proceeds Trustee to be added to the Restoration Fund or Lessee shall
     fund  at its  own  expense  the  costs  of  such  repair,  restoration  and
     replacement  until the remaining  Restoration  Fund is  sufficient  for the
     completion  of the  repair,  restoration  and  replacement.  in the case of
     Casualty,  any sum in the Restoration Fund which remains in the Restoration
     Fund upon the completion of repair,  restoration and  replacement  shall be
     paid to Lessee.  In the case of  Condemnation,  any sum in the  Restoration
     Fund which remains in the  Restoration  Fund upon the completion of repair,
     restoration and replacement shall be paid to Lessor.  Lessor shall use such
     remaining sum to reduce the Indebtedness, if any.

          The Proceeds  Trustee shall be retained at the cost,  expense and risk
     of the Lessee.

     Section 12.05. Negotiations.

     In the event the Property  becomes  subject to  Condemnation or requisition
proceedings,   Lessee  shall   control  the   negotiations   with  the  relevant
Governmental  Authority,  unless: (i) a Lease Event of Default exists or a Lease
Default  shall have  occurred and be  continuing,  or (ii) the Net  Condemnation
Proceeds will likely be in excess of $500,000.00 (which  determination  shall be
made in Lessor's  reasonable  discretion),  in which case Lessor (or if the Debt
Documents are in effect,  the Agent) at Lessee's expense may elect in writing to
control  such  negotiations;  provided  that in any  event  Lessor  may elect to
participate  at  Lessee's  expense in such  negotiations.  Lessee  shall give to
Lessor such  information,  and copies of such  documents,  which  relate to such
proceedings and are in the possession of Lessee, as are reasonably  requested by
Lessor.  Lessor shall use good faith  efforts to be  reasonable  when  incurring
expenses  payable by Lessee  hereunder  and shall  confer  with Lessee as to any
negotiations  with  Governmental  Authorities  material to Lessee's  operations.
Notwithstanding the foregoing,in jurisdictions



                                       23
<PAGE>


where a separate  award may be granted for Lessee's  Equipment  and  Personalty,
moving  and  relocation  expenses,  business  loss,  business  damages,  loss of
goodwill, unamortized costs of any Alterations title for which has not vested in
Lessor  or Head  Lessor  pursuant  to the  terms  of this  Lease,  and  Lessee's
attorneys' fees, costs and expenses in the proceedings, Lessee may assert claims
for and control the negotiations pertaining to such interests; provided that the
Lessor's  award in respect to the  Property  is not  diminished  by the award to
Lessee.  Similarly,  and notwithstanding the foregoing, in jurisdictions where a
separate award may be granted for any portion of the Equipment,  Head Lessor may
assert claims for and control the  negotiations  pertaining  to such  interests;
provided that the Lessor's award in respect to the Property is not diminished by
the award to Head Lessor; provided,  further, if a Lease Event of Default exists
or a Lease Default shall have  occurred and be  continuing,  such award shall be
paid to the  Proceeds  Trustee to be  applied as set forth in the  Intercreditor
Agreement.

                                  ARTICLE XIII

                        CONVEYANCE OF PROPERTY TO LESSEE

     Section 13.01. Conveyance of Property to Lessee.

     Upon the purchase of Lessor's  rights in the Property by Lessee pursuant to
Article XII or Section 17.04,  Lessor shall convey to Lessee or its designee (x)
such Property  "as-is,"  "where-is" and in then present physical  condition by a
limited warranty deed with a warranty against  grantor's acts and a bill of sale
with respect to the Equipment  and (y) all rights,  title and interest of Lessor
in and to any Net Proceeds  (if any),  with  respect to the  Property,  free and
clear  of (i) all  Lessor  Liens  arising  under  the  Lessor  but with no other
representation  or warranty  of any kind and (ii) the Liens  created by the Debt
Documents and the Head Lease.

                                   ARTICLE XIV
                                    SUBLEASE

     Section 14.01. Subleasing Permitted; Lessee Remains Obligated.

     Provided  that no Lease Event of Default  exists and no Lease Default shall
have occurred and be  continuing at the time the sublease is entered into,  upon
ten (10) days' prior written  notice to Lessor,  Lessee may at any time and from
time to time  sublease all or any portion of the Property to one or more Persons
or permit the  occupancy of the  Property or any portion or portions  thereof by
one  or  more  Persons;  provided,  that  each  such  Person  must  not be (i) a
tax-exempt  entity  (within the meaning of Section 168(h) of the Code) or (ii) a
debtor  or   debtor-in-possession  in  a  voluntary  or  involuntary  bankruptcy
proceeding at the commencement of the Sublease  (defined below) term;  provided,
further,  there shall be no more than five (5) Subleases permitting occupancy by
Persons other than the Lessee at any time,  and no Sublease  shall result in any
structural  alteration or modification  to the Property or any portion  thereof.
Any  such  sublease,  sub-sublease,  license,  occupancy  agreement  or  similar
agreement  (each,  a  "Sublease")  shall not  release  Lessee  from its  primary
liability  for the  performance  of its duties and  obligations  hereunder,  and
Lessee shall  continue to be obligated for all  obligations  of "Lessee" in this
Lease,  which  obligations  shall  continue in full effect as  obligations  of a
principal



                                       24
<PAGE>


and not a guarantor or surety, as though no Sublease had been made. Lessee shall
furnish to Lessor  within  thirty (30) days after the execution of each Sublease
(i) a copy of such  Sublease (and the  previously  executed  Subleases  still in
effect,  if  applicable)  and (ii) such other  instruments  and documents as the
Lessor  shall  reasonably  request to ensure  that such  Sublease  is  expressly
subject and subordinate to the Debt Documents,  the Lease and the Head Lease and
meets the requirements hereof.

     Section 14.02. Provisions of Subleases.

     Each Sublease shall:

     (a) be  expressly  subject  and  subordinate  to this Lease,  any  mortgage
encumbering the Property and the Head Lease;

     (b) not extend beyond the Lease Term minus one day;

     (c) not  conflict  with or result in a conflict  with or  violation  of any
provision of the Lease, any Debt Documents or the Head Lease; and

     (d) the  sublessee  shall be bound by all  covenants  contained in Sections
8.01, 8.02 and 8.05 with respect to subleased  premises to the same extent as if
the sublessee were the Lessee.

     Any Sublease  shall not have any term or provision  that conflicts with any
term or provision hereof or any other Operative Document and, to the extent that
such Sublease has  obligations  not in conflict  with,  but different  from, the
obligations of Lessee hereunder,  such sublease must establish an arrangement to
permit  the  obligations  of  Lessee  hereunder  to  be  fulfilled  in a  manner
reasonably acceptable to Lessor.

                                   ARTICLE XV

                                   INSPECTION

     Section 15.01. Inspection.

     Upon  three (3) days prior  written  notice to Lessee  (or  promptly  after
notice (which may be by telephone or facsimile  transmission) if a Lease Default
or Lease Event of Default shall exist) Lessor, Agent, each Holder, FSL Group and
Head  Lessor,  and  their  respective   representatives  and  agents  (each,  an
"Inspecting  Party"),  may, in a  commercially  reasonable  manner,  inspect the
Property,  including, without limitation, the right to cause consultants to make
structural, environmental (to the extent necessary to verify compliance with the
provisions of this Lease) and/or other inspections or tests (it being understood
that all Subleases  shall provide for such  inspection  rights by the Inspecting
Parties).  The  Inspecting  Party  shall  minimize  damage and repair any damage
caused by any inspection or test performed  pursuant to Section 15.01.  All such
inspections and tests shall be at the Inspecting  Party's expense,  unless (i) a
Lease Event of Default  exists or a Lease  Default  shall have  occurred  and be
continuing or (ii) such inspection  and/or test results establish that Lessee is
required  to take any action in order to comply  with the Lease.  In either such
case, the cost of such  inspection  and/or test shall be promptly paid by Lessee
no later than thirty (30) days from the date of invoice. Further, upon



                                       25
<PAGE>


prior notice to Lessee,  each Inspecting Party, at its expense,  may inspect the
books and records  relating to the  maintenance  and care of the Property during
the term of this Lease,  that are in the  possession  of Lessee,  which shall be
made  available at the  Property or the  headquarters  of the Lessee.  Except in
connection  with any  inspection or test during the existence of a Lease Default
or Lease Event of Default,  each Participant agrees to conduct any inspection or
test  in a  manner  that  will  minimize  interference  with  the  business  and
operations conducted by Lessee on the Property,  and any such inspection or test
(other than during the  existence of a Lease  Default or Lease Event of Default)
shall be conducted during normal business hours.

                                  ARTICLE XVI

                            LEASE EVENTS OF DEFAULT

     Section 16.01. Lease Events of Default.

     The following events shall constitute a "Lease Event of Default":

     (a) Lessee  shall fail to make any  payment of Interim  Rent,  Base Rent or
Renewal Rent or Termination Value within three (3) days of the date when due;

     (b) Lessee shall fail to make any payment of Supplemental Rent when due and
such failure shall continue for five (5) days;

     (c)  Lessee  shall  fail to make  any  payment  required  under  any  other
Operative Document,  other than any amount described in clause (a) or clause (b)
of this Article XVI,  and such failure  shall  continue for a period of ten (10)
days after  notice of such failure to Lessee from Lessor or other Person to whom
Lessee is required to make such payment;

     (d)  Lessee  shall  fail to timely  perform  or  observe  any  covenant  or
agreement  (other than any  covenant  or  agreement  whereby the breach  thereof
constitutes a Lease Event of Default  under any other  provision of this Section
16.01) to be performed or observed by it hereunder or under any other  Operative
Document to which it is a party and such failure shall  continue for a period of
thirty (30) days after written notice thereof from Lessor, the Agent or the Head
Lessor;  provided that the  continuation  of such a failure for thirty (30) days
after  such  notice  shall not  constitute  a Lease  Event of  Default  up to an
additional  thirty (30) days so long as such failure cannot  reasonably be cured
within  such  thirty  (30)  day  period,  and  Lessee  shall be  diligently  and
continuously  prosecuting  the cure of such  failure and shall have  advised the
Lessor in writing  of the steps it is taking and will take to remedy  such Lease
Default. The parties hereto acknowledge that the foregoing cure period shall not
be construed  to limit the period set forth in Section  8.05  afforded to Lessee
thereunder to take any required  Remedial  Action and obtain Final  Governmental
Approval;

     (e) except to the extent the Lessee is permitted to self-insure pursuant to
Section 9.01 and Schedule  9.01,  Lessee shall fail to carry or maintain in full
force any insurance required hereunder;



                                       26
<PAGE>


     (f)  any  representation  or  warranty  made  by  Lessee  herein  or in any
Operative  Document to which Lessee is a party or delivered in  connection  with
the foregoing  shall prove to have been  incorrect in any material  respect when
such representation or warranty was made;

     (g) (A) Lessee makes any general  arrangement or assignment for the benefit
of creditors;  (B) Lessee becomes a "debtor" as defined in 11 U.S.C.  ss. 101 or
any successor  statute thereto (unless,  in the case of a petition filed against
Lessee,  the same is dismissed within sixty (60) days); (C) the appointment of a
trustee or receiver to take  possession  of  substantially  all of the assets of
Lessee where possession is not restored to Lessee within sixty (60) days; or (D)
the attachment,  execution or other judicial seizure of substantially all of the
assets of Lessee where such seizure is not discharged within sixty (60) days; or

     (h) Lessee shall have assigned or otherwise  transferred  its right,  title
and interest in and to this Lease,  or subleased the  Property,  in violation of
Article XI or Section 14.01, as the case may be.

                                  ARTICLE XVII
                                   ENFORCEMENT

     Section 17.01. Remedies.

     Upon  the  occurrence  of any  Lease  Event  of  Default  and  at any  time
thereafter, Lessor may, at its option, by notice to Lessee do one or more of the
following as Lessor in its sole discretion shall determine:

     (a) Lessor  may, by notice to Lessee,  terminate  this Lease as of the date
specified  in such  notice;  provided  (i) no  reletting,  reentry  or taking of
possession  of any or all of the  Property  by Lessor  will be  construed  as an
election on Lessor's  part to terminate  this Lease  unless a written  notice of
such intention is given to Lessee, (ii)  notwithstanding any reletting,  reentry
or taking of possession,  Lessor may at any time  thereafter  elect to terminate
this Lease with respect to any or all of the Property, and (iii) no act or thing
done  by  Lessor  or any of its  agents,  representatives  or  employees  and no
agreement  accepting a surrender  of any or all of the  Property  shall be valid
unless the same be made in writing and executed by Lessor;

     (b) Lessor may (i) demand that  Lessee,  and Lessee  shall upon the written
demand of  Lessor,  return  the  Property  promptly  to Lessor in the manner and
condition  required by, and otherwise in accordance  with all of the  provisions
of,  Article X as if the  Property  were being  returned at the end of the Lease
Term,  and Lessor  shall not be liable for the  reimbursement  of Lessee for any
costs and expenses incurred by Lessee in connection therewith,  and (ii) without
prejudice  to any other  remedy  which  Lessor  may have for  possession  of the
Property,  enter upon the  Property  and take  immediate  possession  of (to the
exclusion of Lessee and any  sublessee)  the Property and expel or remove Lessee
and any other Person who may be occupying  the same, by summary  proceedings  or
otherwise,  all  without  liability  to Lessee for or by reason of such entry or
taking of possession,  whether for the  restoration of damage to property caused
by such taking or otherwise and in addition to Lessor's  other  damages.  Lessee
shall  be  responsible  for the  reasonably  necessary  costs  and  expenses  of
reletting actually incurred. The provisions of this


                                       27
<PAGE>


Section  17.01(b)  shall  operate  as a notice  to quit and  shall be  deemed to
satisfy any other requirement or provisions of Applicable Laws which may require
Lessor to provide a notice to quit or of Lessor's  intention  to re-enter any or
all of the Property and any such requirements or provisions are hereby waived by
Lessee.  Whether or not the Lease is  terminated,  Lessor  shall be  entitled to
enter the Property and may remove the Equipment;

     (c) Lessor may hold, keep idle or lease to others the Property as Lessor in
its sole  discretion may  determine,  free and clear of any rights of Lessee and
without any duty to account to Lessee with respect to such action or inaction or
for any proceeds with respect to such action or inaction;

     (d) Lessor may sell the  Property  (or any  portion  thereof)  at public or
private  sale, as Lessor may  determine,  free and clear of any rights of Lessee
and  without  any duty to  account  to Lessee  with  respect  to such  action or
inaction or any proceeds with respect  thereto (except to the extent required by
the next  succeeding  sentence  if Lessor  shall  elect to  exercise  its rights
thereunder),  in which  event  Lessee's  obligation  to pay Base Rent or Renewal
Rent, as the case may be, hereunder for periods commencing after the Termination
Value Date next succeeding the date of such sale shall be terminated.  If Lessor
shall have sold any of the Property  pursuant to the above terms of this Section
17.01(d),  Lessor may demand that Lessee pay to Lessor,  and Lessee shall pay to
Lessor as Supplemental Rent, on the date of such sale, as liquidated damages for
loss of a bargain  and not as a penalty  (the  parties  agreeing  that  Lessor's
actual  damages  would be  difficult  to  predict,  but the  liquidated  damages
described below represent a reasonable approximation of such amount), in lieu of
Base Rent (or Renewal  Rent,  as the case may be) in respect of the Property due
for the period commencing on the Termination Value Date next succeeding the date
of sale, an amount equal to (i) all unpaid Rent due on or prior to, and (without
duplication) all unpaid Rent accruing but unpaid through, such Termination Value
Date,  plus (ii) an amount equal to the excess,  if any, of (I) the  Termination
Value for the Property  (or  allocable  portion  thereof)  determined  as of the
Termination  Value  Date next  succeeding  the date of sale plus any  Make-Whole
Premium  over (II) the net  proceeds of such sale (after  deduction of all costs
and  expenses  of such sale  including,  without  limitation,  sales or transfer
taxes,  recording fees and stamp and documentary  taxes, costs incurred to ready
the Property for sale and brokers' and attorneys'  fees), plus (iii) interest at
the Default Rate on all of the  foregoing  amounts from such  Termination  Value
Date until the date of actual payment;

     (e)  Lessor  may,  whether  or not Lessor  shall  have  exercised  or shall
thereafter at any time exercise any of its rights under Section 17.01(a), (b) or
(c),  demand by written  notice to Lessee  specifying a payment date (the "Final
Payment  Date") not earlier than twenty (20) days after the date of such notice,
that Lessee pay to Lessor,  and Lessee shall pay to Lessor, on the Final Payment
Date,  as  liquidated  damages for loss of a bargain  and not as a penalty  (the
parties agreeing that Lessor's actual damages would be difficult to predict, but
the aforementioned  liquidated  damages represent a reasonable  approximation of
such  amount),  in lieu of Base  Rent for  periods  commencing  after  the Final
Payment  Date, an amount equal to the sum of (i) all unpaid Rent with respect to
the  Property  due on or prior to, and  (without  duplication)  all unpaid  Rent
accruing but unpaid through, such Termination Value Date plus (ii) the following
(together  with  interest on such sum at the Default Rate from the Final Payment
Date specified in such notice to the date of actual payment): an amount equal to
the excess,  if any, of the  Termination  Value for the Property  (or  allocable
portion thereof) determined as of the Termination Value



                                       28
<PAGE>


Date next succeeding the Final Payment Date plus any Make-Whole Premium over, at
the Lessor's  option,  the Fair Market  Sales Value or Fair Market  Rental Value
(determined  on an "as-is,""  where-is"  basis and, in the event of any dispute,
based upon an  appraisal  prepared by an  appraiser  selected by Lessor) for the
Property (or allocable portion  thereof),  and in the case of Fair Market Rental
Value determined over the remainder of the Base Term after discounting such Fair
Market  Rental Value to the present  value as of such Final  Payment Date at the
Reference Rate.

     (f) Lessor may retain and apply  against  Lessor's  damages  all sums which
Lessor would, absent such Lease Event of Default, be required to pay to, or turn
over to, Lessee pursuant to the terms of this Lease;

     (g) Lessor may  exercise any other right or remedy that may be available to
it under  Applicable Laws or in equity,  or proceed by appropriate  court action
(legal or equitable)  to enforce the terms hereof or to recover  damages for the
breach hereof. Separate suits may be brought to collect any such damages for any
period or periods with respect to which Rent shall have accrued,  and such suits
shall not in any manner prejudice Lessor's right to collect any such damages for
any  subsequent  period,  or Lessor  may defer  any such  suit  until  after the
expiration  of the Base Term or the then current  Renewal  Term,  in which event
such suit shall be deemed not to have accrued  until the  expiration of the Base
Term, or the then current Renewal Term.

     Section 17.02. Survival of Lessee's Obligations.

     No  repossession  of any or all of the  Property  or exercise of any remedy
under  this  Lease,  including  termination  of this  Lease,  shall,  except  as
specifically  provided  herein,  relieve  Lessee of any of its  liabilities  and
obligations hereunder, including the obligation to pay Rent. In addition, except
as specifically  provided herein,  Lessee shall be liable for any and all unpaid
Rent due hereunder before,  after or during the exercise of any of the foregoing
remedies,  including all reasonable  legal fees and expenses and other costs and
expenses  incurred by any  Participant  by reason of the occurrence of any Lease
Default or Lease  Event of Default or the  exercise of  Lessor's  remedies  with
respect  thereto,  and including  all costs and expenses  incurred in connection
with the return of the  Property in the manner and  condition  required  by, and
otherwise in accordance  with the  provisions  of,  Article X as if the Property
were being  returned at the end of the Lease Term.  At any sale of any or all of
the  Property or any other rights  pursuant to Section  17.01,  any  Participant
(excluding  the Lessor in the case of any event of  default by the Lessor  under
the Debt  Documents  not arising  from a Lease  Event of  Default) or  Affiliate
thereof may bid for and purchase the Property or any portion thereof.

     Section 17.03. Remedies Cumulative; No Waiver; Consents.

     To the extent  permitted by, and subject to the mandatory  requirements of,
Applicable  Laws,  each and every right,  power and remedy  herein  specifically
given  to  Lessor  (and  any  assignee)  or  otherwise  in this  Lease  shall be
cumulative  and shall be in  addition  to every  other  right,  power and remedy
herein  specifically  given or now or hereafter existing at law, in equity or by
statute,  and each and every right, power and remedy whether specifically herein
given or otherwise  existing may be exercised from time to time and as often and
in such order as may be deemed  expedient  by Lessor,  and the  exercise  or the
beginning of the exercise of any power or



                                       29
<PAGE>


remedy  shall not be  construed  to be a waiver of the right to  exercise at the
same time or thereafter any right, power or remedy;  provided,  however,  Lessor
shall not be  entitled  to  duplicative  damages  in the case of the  cumulative
exercise of  remedies.  No delay or  omission  by Lessor in the  exercise of any
right,  power or remedy or in the  pursuit of any remedy  shall  impair any such
right, power or remedy or be construed to be a waiver of any default on the part
of Lessee or to be an  acquiescence  therein.  Lessor's (or any other  Person's)
consent  to any  request  made by Lessee  shall not be deemed to  constitute  or
preclude the necessity for obtaining  Lessor's (or such other Person's) consent,
in the future, to all similar  requests.  No express or implied waiver by Lessor
of any  Lease  Default  or Lease  Event of  Default  shall in any way be,  or be
construed  to be, a waiver of any future or  subsequent  Lease  Default or Lease
Event of Default.

     Section 17.04. Lessee's Right of Rejectable Offer.

     Upon the occurrence and during the  continuance of a Lease Event of Default
(but so long as no Lease  Event of Default  shall have  occurred  under  Section
16.01(g)),  Lessee shall have the right for a period equal to ten (10) days from
the date of  Lessee's  knowledge  of such Lease Event of Default to offer to buy
the  Property  from the  Lessor for an amount  equal to the  greater of the Fair
Market Sales Value thereof  (determined on an "as is," "where is" basis,  and in
the event of any  dispute,  based upon an  appraisal  prepared  by an  appraiser
selected by Lessor) or Termination Value,  together with any Make-Whole Premium.
In the event that Lessor accepts such offer within fifteen (15) Business Days of
receipt of the offer (or Lessor is deemed to have accepted  such offer),  Lessee
shall be required to pay the purchase  price as set forth above,  together  with
all unpaid Rent due on or prior to, and  (without  duplication)  all unpaid Rent
accruing but unpaid  through the date the purchase price is paid and interest at
the  Default  Rate on the  foregoing  amounts  until the date of actual  payment
together with other  amounts  owing by the Lessee under the Operative  Documents
and  all  costs  and   expenses   attendant  to  any  Lease  Event  of  Default.
Notwithstanding  anything  herein to the contrary,  if such offer shall not have
been rejected within the fifteen (15) Business Days  referenced  above then such
offer  shall be deemed to have been  accepted  by Lessor and the  provisions  of
Section  13.01 shall apply without  further  action unless the Lessee and Lessor
shall have  otherwise  agreed in writing  that such offer shall not be deemed to
have been  accepted and shall  continue for an additional  period,  which period
shall be specified by such parties.

     If Lessor  elects to reject the offer of Lessee  hereunder  to purchase the
Property  pursuant to this Section 17.04 while the  Indebtedness  under the Debt
Documents  is  outstanding  or the Head  Lease has not  expired  by its terms or
otherwise been terminated,  any notice of rejection shall only be effective, and
Lessor  shall  only  be  entitled  to  reject  such  offer,  if such  notice  is
concurrently consented to in writing by the Agent on behalf of the Holders or by
the Head Lessor or both the Agent and the Head  Lessor,  as the case may be, and
absent such required  consent by the  applicable  Persons within the time period
prescribed herein, Lessor shall be deemed to have accepted Lessee's offer.



                                       30
<PAGE>


                                  ARTICLE XVIII

                           RIGHT TO PERFORM FOR LESSEE

     Section 18.01. Right to Perform for Lessee.

     If  Lessee  shall  fail to  perform  or comply  with any of its  agreements
contained  herein within the applicable  periods  permitted herein prior to such
failure to  perform or comply  constituting  a Lease  Default or Lease  Event of
Default,  Lessor or Agent may (but shall not be  required  to) perform or comply
with such  agreement,  and Lessor shall not thereby be deemed to have waived any
default caused by such failure, and the amount of payment required to be made by
Lessee  hereunder  and made by  Lessor or Agent on  behalf  of  Lessee,  and the
reasonable  costs  and  expenses  of  Lessor  and  Agent  (including  reasonable
attorneys' fees and expenses)  incurred in connection with the performance of or
compliance  with such  agreement,  as the case may be,  together  with  interest
thereon at the  Default  Rate,  shall be deemed  Supplemental  Rent,  payable by
Lessee to Lessor or Agent upon demand. In addition,  during the continuance of a
Lease Default or Lease Event of Default in respect of Lessee's obligations under
Section 8.02 and/or  Section 8.05,  then, in addition to the rights above and at
the cost of Lessee,  (a) Lessor and Agent  shall have the right to hire  Persons
(as selected by Lessor or Agent in its reasonable discretion) to cure such Lease
Default  or  Lease  Event of  Default,  and to take  any and all  other  actions
necessary to cure such Lease  Default or Lease Event of Default,  and (b) Lessee
shall cooperate with Lessor and Agent, and the Persons hired by Lessor or Agent,
in the performance of such cure,  including,  without limitation,  (i) providing
access to the subject  Property at reasonable  times every day of the week, (ii)
making  available water,  electricity and other utilities  existing at or on the
subject  Property,  and (iii)  restricting or closing the Property,  but only if
such restriction or closure is reasonably  necessary for the performance of such
cure and provided  that such closure  shall be done for and during a time period
and in such manner that balances the need for the  maintenance  or repair of the
Property  (and doing so in a safe manner) and the  continuing  operations of the
Property.

                                   ARTICLE XIX

                                   INDEMNITIES

     Section 19.01. General Indemnification.

     (a) Lessee  agrees to assume  liability  for,  and to  indemnity,  protect,
defend, save and keep harmless each Indemnitee,  on an After-Tax Basis, from and
against any and all Claims that may be suffered,  imposed on or asserted against
any  Indemnitee,  arising  out  of  (i)  the  acquisition,  ownership,  leasing,
subleasing,  assignment,  transfer of title, sale,  financing (including without
limitation any Make-Whole Premium) refinancing,  renewal,  return,  disposition,
operation,  possession,  use, non-use,  maintenance,  modification,  alteration,
reconstruction, restoration, substitution or replacement of the Property (or any
portion  thereof)  or the  Lease,  or from the  granting  by Lessor at  Lessee's
request of easements,  licenses or any rights with respect to all or any part of
the Property,  or from the  construction,  design,  purchase or condition of the
Property  (including  any Claims  arising,  directly or  indirectly,  out of the
actual or alleged presence, use, storage,  generation,  Release of any Hazardous
Materials, and any Claims



                                       31
<PAGE>


for patent, trademark or copyright infringement and latent or other defects,
whether or not discoverable), including any liability under Applicable Laws
(including, without limitation, any Claims arising directly or indirectly out of
any actual or alleged violation, now or hereafter existing, of any Environmental
Laws), (ii) the Operative Documents or any modification, amendment or supplement
thereto, (iii) the non-compliance of the Property with Applicable Laws
(including because of the existence of the Permitted Liens or Permitted
Encumbrances), (iv) any matter relating to all or any part of the Property or
any operations thereon, including matters relating to Environmental Laws or
Hazardous Materials, (v) the breach by Lessee of its representations,
warranties, covenants and obligations in this Lease or any other Operative
Documents whether or not such Claim arises or accrues prior to the date of this
Lease, (vi) the business and activities of Lessee, (vii) the business and
activities of any other Person on or about the Property (whether as an invitee,
sublessee, licensee or otherwise), (viii) the cost of assessment, containment
and/or removal of any and all Hazardous Materials from all or any portion of the
Property or any surrounding areas for which Lessee has any legal obligation, the
cost of any actions taken in response to a Release of any Hazardous Materials
on, in, under or affecting any portion of the Property or any surrounding areas
for which Lessee has any legal obligation to prevent or minimize such Release so
that it does not migrate or otherwise cause or threaten danger to present or
future public health, safety, welfare or the environment, and costs incurred to
comply with Environmental Laws in connection.with all or any portion of the
Property or any surrounding areas for which Lessee has any legal obligation, and
(ix) a Lease Default or Lease Event of Default (including Claims arising from
such event's causing a default under the Head Lease or Debt Documents). Lessee
acknowledges that the foregoing includes. any costs incurred by any Indemnitee
in performing any inspections of any Property if such inspection reveals a
violation by Lessee of Section 8.05.

     (b) In case any Claim shall be made or brought against any Indemnitee, such
Indemnitee shall give prompt notice thereof to Lessee;  provided that failure to
so  notify  Lessee  shall not  reduce  Lessee's  obligations  to  indemnify  any
Indemnitee  hereunder  unless and only to the  extent  such  failure  results in
additional liability on Lessee's part. Lessee shall be entitled, at its expense,
acting through counsel  selected by Lessee (and reasonably  satisfactory to such
Indemnitee),  to participate in, or, except as otherwise provided, to assume and
control (if it promptly so elects upon notice of the Claim),  and, to the extent
that Lessee desires to assume and control, in consultation with Indemnitee, the
negotiation,  litigation  and/or  settlement  of any such Claim  (subject to the
provisions of the last sentence of subparagraph (c) of this Section 19.01). Such
Indemnitee  may (but shall not be obligated to)  participate  at its own expense
(unless Lessee is not properly performing its obligations  hereunder and then at
the expense of Lessee) and with its own counsel in any  proceeding  conducted by
Lessee in accordance  with the  foregoing,  in which case Lessee shall keep such
Indemnitee  and its counsel fully  informed of all  proceedings  and filings and
afford  such  Indemnitee  and  counsel   reasonable   opportunity  for  comment.
Notwithstanding  the  foregoing,  Lessee  shall not be  entitled  to assume  and
control  the  defense of any Claim if (i) a Lease  Event of Default  exists or a
Lease  Default has  occurred and is  continuing,  (ii) the  proceeding  involves
possible  imposition of any criminal liability or penalty or unindemnified civil
penalty on such  Indemnitee,  (iii) the  proceeding  involves  the  granting  of
injunctive  relief  against  the  Indemnitee  not  related  to the  transactions
contemplated  by the Operative  Documents,  (iv) a significant  counterclaim  is
available  to the  Indemnitee  that  would  not be  available  to and  cannot be
asserted by Lessee, (v) a conflict of interest exists between the



                                       32
<PAGE>


Indemnitee  and Lessee  with  respect to the Claim,  or (vi) the defense of such
Claim would  require  the  delivery of  material  confidential  and  proprietary
information of such  Indemnitee  that would otherwise not be available to Lessee
or its counsel.

     (c) Each  Indemnitee  shall at  Lessee's  expense  supply  Lessee with such
non-confidential   and  non-privileged   information  and  documents  reasonably
requested  by Lessee in  connection  with any  Claim  for  which  Lessee  may be
required to indemnify  any  Indemnitee  under this Section  19.01 and  otherwise
necessary for the performance of its obligations hereunder.  So long as no Lease
Event of  Default  exists  and no  Lease  Default  shall  have  occurred  and be
continuing,  no Indemnitee  shall enter into any settlement or other  compromise
with  respect  to any Claim for which  indemnification  is  required  under this
Section 19.01 without the prior wntten consent of Lessee which consent shall not
be unreasonably  withheld or delayed.  Lessee shall have the authority to settle
or  compromise  any Claim  against an  Indemnitee  hereunder;  provided  that no
admission of wrongdoing shall be required of such Indemnitee and such Indemnitee
shall be released of all liability in connection with any such Claim pursuant to
a release in form and substance acceptable to such Indemnitee.

     (d) Upon  payment in full of any Claim by Lessee  pursuant to this  Section
19.01 to or on behalf of an  Indemnitee,  Lessee,  without any  further  action,
shall be subrogated to any and all Claims that such Indemnitee may have relating
thereto (other than claims in respect of insurance  policies  maintained by such
Indemnitee at its own expense or claims  against  another  Indemnitee  for which
Lessee would have indemnity  obligations  hereunder),  and such Indemnitee shall
execute such  instruments of assignment and  conveyance,  evidence of Claims and
payment and such other documents, instruments and agreements as may be necessary
to preserve any such Claims and otherwise  reasonably  cooperate  with Lessee to
enable Lessee to pursue such Claims.

     (e) Notwithstanding anything to the contrary contained herein, Lessee shall
not be required to indemnify  any  Indemnitee  under this Section  19.01 for any
Claim to the extent resulting from the affirmative negligence (i.e.,  negligence
arising from actions taken by such  Indemnitee  rather than  resulting from such
Indemnitee's  failure to act),  willful  misconduct  or breach in any  material
respect of a representation or warranty of such Indemnitee.

     Section 19.02. General Tax Indemnification.

     (a) Except as provided in Section 19.02(b), Lessee agrees to indemnify each
Tax  Indemnitee  against,  and hold each Tax  Indemnitee  harmless  from,  on an
After-Tax Basis, and to pay in accordance with Section 19.02(f)  (i) any and all
Taxes  of any  United  States  federal  taxing  authority,  state  or  political
subdivision or taxing authority,  thereof or therein which are imposed or levied
upon or assessed  against or with respect to or in connection  with (A) any such
Tax Indemnitee, the Lessee, any tenant, subtenant or other user of the Property,
any Secured Note or any amounts and expenses payable  thereunder,  any financing
or  refinancing,  in any case arising  under,  out of or in  connection  with or
relating to the Operative Documents,  the Property or any portion thereof or the
transactions  or activities  contemplated  by the Operative  Documents,  (B) the
Property,  or any part or interest therein,  or any additions,  modifications or
improvements thereto, or any estate, right, title, or any occupancy,  operation,
possession  of or sales  from or any other  activity  conducted  on or about the
Property or any damage to, removal,  abandonment,  salvage, loss,  condemnation,
theft, scrapping, destruction of any requisition or taking thereof



                                       33
<PAGE>


(C) Interim  Rent,  Base Rent,  Renewal  Rent,  Supplemental  Rent or other sums
payable under this Lease or any other  Operative  Document  (including,  in each
case, any amendment,  supplement,  waiver or consent thereto), (D) this Lease or
any  other  Operative  Document   (including,   in  each  case,  any  amendment,
supplement, waiver or consent thereto) or the leasehold estate hereby created or
any interest therein, or which arise in respect of the operation,  possession or
use or disposition, after the acquisition thereof by a Tax Indemnitee, of all or
any portion of the  Property or any part thereof or interest  therein,  or which
arise at the end of the Lease  Term,  if any,  or (E) any  leasing,  subleasing,
sub-subleasing  or use of the Property or any part thereof or interest  therein,
(ii) other  governmental  charges or Taxes imposed upon the Property or any part
thereof or interest therein or upon a Tax Indemnitee as a result of ownership of
the  Property  or any part  thereof  or  interest  therein  (including,  without
limitation, sewer or water assessments), (iii) payments required to be made to a
governmental or quasi-governmental authority (or private entity in lieu thereof)
which  are in lieu  of  each  of the  foregoing  (whether  or not  expressly  so
designated) and (iv) any interest,  penalties or additions to tax payable by the
Tax  Indemnitee  in  connection  with any of the  foregoing  (any  such  amounts
described in the foregoing  clauses,  being deemed to be a "Tax" for purposes of
this Section 19.02).

     (b) Notwithstanding  anything to the contrary contained herein, Lessee will
have no obligation under this Section 19.02 with respect to amounts described in
any one or more of the following:

          (i) in the case of any Tax  Indemnitee,  (A) Taxes  (other  than Taxes
     that are,  or are in the nature  of,  sales,  use,  property,  ad  valorem,
     rental, stamp, transfer, ad valorem, excise or license taxes and other than
     any  withholding  tax  arising  from a change in  Applicable  Law after the
     Closing  Date)  imposed  on the net  income of such Tax  Indemnitee  by the
     United States federal  government  under the Code (including any taxes that
     are, or are in the nature of minimum or alternative  minimum taxes, and any
     taxes on or measured by any items of tax preference), (B) Taxes (other than
     taxes that are, or are in the nature of, sales, use, property,  ad valorem,
     rental,  stamp,  transfer,  excise or  license  taxes  and  other  than any
     withholding  tax arising from a change in Applicable  Law after the Closing
     Date) imposed on such Tax  Indemnitee by the state in which the Property is
     located or any local  jurisdiction  therein on, based on or measured by net
     income (including any minimum taxes or taxes on items of tax preference) or
     net  receipts or gross income or gross  receipts,  or taxes that are in the
     nature of intangibles taxes or (C) Taxes (other than taxes that are, or are
     in the  nature  of,  sales,  use,  property,  ad  valorem,  rental,  stamp,
     transfer,  excise  or  license  taxes and other  than any  withholding  tax
     arising from a change in Applicable  Law after the Closing Date) imposed on
     such Tax  Indemnitee  by the state in which the  Property is located or any
     local jurisdiction therein that are imposed on capital or net worth, excess
     profits or  conduct of  business,  or (D) Taxes  imposed by any  foreign or
     domestic  government or taxing  authority  (other than the United States or
     any  states  or any local  government  or  taxing  authority  in any of the
     states),  except in each case, to the extent imposed as a result of (v) the
     execution or delivery, of any Operative Document in such jurisdiction,  (w)
     the  identity,  organization,  activities  or presence of the Lessee or any
     Affiliate  of the  Lessee in such  jurisdiction,  (x) the  Lessee's  or any
     Affiliate's  of the Lessee  making of any payment (or being  deemed to have
     made payments) under the Operative Documents from the jurisdiction imposing
     such  Taxes or (y) a change  in  Applicable  Law after  the  Closing  Date;
     provided that there


                                       34
<PAGE>


     shall not be excluded  under this clause (i) any amounts  necessary to make
     any  payment  required  to be made  under  the  Operative  Documents  on an
     After-Tax Basis;  provided further,  that there shall not be excluded under
     this  clause (i) any Taxes  which are in lieu of or in  replacement  of any
     Taxes otherwise indemnified herein;

          (ii) Taxes with respect to any Tax Indemnitee  attributable to any (1)
     voluntary sale, assignment,  transfer or other disposition (collectively, a
     "Transfer")  by such Tax  Indemnitee of any interest in the Property or any
     part  thereof or any  interest  therein  or any  interests  or  obligations
     arising  under  the  Operative  Documents  (other  than to the  Lessee,  an
     Affiliate or any designee of the foregoing),  (2) any involuntary  transfer
     of any of the foregoing  interests  resulting  from any bankruptcy or other
     proceeding  for the relief of debtors  in which  such Tax  Indemnitee  is a
     debtor, (3) any foreclosure by a creditor of such Tax Indemnitee; provided,
     however,  this  clause  (ii) shall not apply to any such sale,  assignment,
     transfer  or other  disposition  occurring  as a result of and so long as a
     Lease Default or Lease Event of Default has occurred and is continuing  (it
     being  understood that any transfer or disposition  expressly  permitted by
     Articles XI, XIII or XIV of the Lease arising by operation of the Operative
     Documents or requested by the Lessee is not a voluntary  sale,  assignment,
     transfer  or  other  disposition  and any  transfer  in  connection  with a
     Casualty or Condemnation, an assignment,  sublease or transfer by Lessee of
     any   interest  in  the   Property  or  merger,   consolidation   or  other
     restructuring  of Lessee or at the  direction of Lessee shall not be deemed
     to be a voluntary sale, assignment, transfer or other disposition);

          (iii)  Taxes  imposed  against or payable by a Tax  Indemnitee  to the
     extent  imposed with respect to any period after the  expiration or earlier
     termination  of this Lease (in either  case  provided  that,  if  required,
     possession of the Property has been returned and the Lessee's obligation to
     pay Base Rent or Renewal Rent, as the case may be, under the Lease has been
     extinguished) other than pursuant to the exercise of remedies in connection
     with a Lease Default or Lease Event of Default; provided that the exclusion
     in this  clause  (iii) shall not apply to the extent such Taxes are imposed
     with respect to any payments due under the Operative  Documents  after such
     expiration or earlier termination;

          (iv) Taxes  imposed  against or  payable by such Tax  Indemnitee  as a
     result of the gross  negligence,  willful  misconduct  or fraud of such Tax
     Indemnitee;

          (v)  any  Tax  that  would  have  been  imposed  on a  particular  Tax
     Indemnitee without regard to the transactions contemplated by the Operative
     Documents;

          (vi) Taxes or liabilities  resulting  from any prohibited  transaction
     described in Section 466 or 407 of ERISA or Section  4975(c) of the Code or
     any  successor  provisions  thereto that may arise in  connection  with any
     transaction  contemplated by the Operative  Documents,  other than any such
     Taxes that are imposed as a result of a breach of a  representation  by, or
     an act or omission of, the Lessee;

          (vii)  Taxes that would not have been  imposed  but for an  amendment,
     supplement,  modification,  consent or waiver to any Operative  Document to
     which Lessee



                                       35
<PAGE>


     or any Affiliate  thereof is not a party or that has not been  initiated or
     consented to by Lessee or any Affiliate  thereof in waiting  unless in each
     case (1) such  amendment,  supplement,  modification,  consent or waiver is
     required or permitted by the Operative  Documents or Applicable Law, (2) is
     necessary or appropriate to, and is in conformity with any other amendment,
     supplement,  modification,  consent  or waiver to any  Operative  Documents
     initiated,  requested  by or  consented  to by the Lessee or any  Affiliate
     thereof in writing or (3) arises from a Lease Event of Default;

          (viii) With respect to any Tax  lndenmitee,  Taxes  resulting  from or
     that would not have been  imposed  but for the  existence  of Lessor  Liens
     arising under such Tax Indemnitee;

          (ix) With respect to any Tax Indemnity, Taxes that could not have been
     imposed but for any failure of such Tax  Indemnitee  to comply with Section
     19.02(h) hereof but only so long as such  compliance  would not expose such
     Tax Indemnitee (in the Tax Indemnitee's  good faith opinion) to any cost or
     expense  for which  Lessee  shall not have  agreed  to  indemnify  such Tax
     Indemnitee;  provided, however, that the exclusion set forth in this clause
     (xiv) shall not apply if such  failure to comply is due to a failure of the
     Lessee to provide reasonable  assistance or response in complying with such
     request.

     (c)  Reimbursement.  If Lessee  shall have paid any amount  pursuant to the
Lease or any other  Operative  Document or Applicable Laws with respect to or on
account of Taxes not subject to indemnification  pursuant to this Section 19.02,
the Tax  Indemnitee  on whose  behalf  such  Taxes were paid shall pay to Lessee
within  thirty (30) days (the  "Reimbursement  Date") of written  notice of such
payment by Lessee the  amount so paid by Lessee  (or  Person  making  payment on
behalf of Lessee),  together with interest thereon at the Default Rate after the
Reimbursement Date.

     (d) Calculation of General Tax Indemnity Payments. Any payment or indemnity
to or for the  benefit of any Tax  Indemnitee  with  respect to any Tax which is
subject to indemnification  under Section 19.02(a) shall (A) reflect the current
net savings  available to such Tax Indemnitee or any Affiliate thereof (computed
at the highest marginal rates of federal, state and local tax then applicable to
corporations)  resulting from the current deduction of such indemnified Tax, but
only to the extent that such  indemnified  Tax is deductible for federal,  state
and local tax purposes,  and (B) include,  after taking into account the savings
described  in clause  (A),  the  amount  necessary  to hold such Tax  Indemnitee
harmless on an After-Tax  Basis. If, by reason of any payment made to or for the
account of a Tax Indemnitee by Lessee  pursuant to Section 19.01 or this Section
19.02,  or the  event or  circumstance  giving  rise to such  payment,  such Tax
Indeninitee or any Affiliate  thereof or any  transferee,  successor or assignee
thereof, actually realizes a net tax benefit,  savings,  deduction or credit not
taken into account in computing such payment; provided no Lease Default or Lease
Event of  Default  has  occurred  and is  continuing  (in which  case any amount
payable to Lessee on account of such tax benefit,  savings,  deduction or credit
shall not be due unless and until such Lease  Default or Lease  Event of Default
is cured),  such Tax Indemnitee  shall promptly pay to Lessee an amount equal to
the sum of (I)  the net  reduction  in  Taxes,  if  any,  realized  by such  Tax
Indemnitee  or any  Affiliate  thereof  which  is  attributable  to such net tax
benefit,  savings,  deduction or credit and (II) the net  reduction in any Taxes
realized by such Tax Indemnitee or any Affiliate thereof as the result of



                                       36
<PAGE>


any  payment   made  by  such  Tax   Indemnitee   pursuant  to  this   sentence.
Notwithstanding  the foregoing,  no Tax Indemnitee shall be required to make any
payment to the Lessee  pursuant to this Section  19.02(d) to the extent payments
by the Tax Indemnitee to the Lessee under this Section 19.02(d)  (without regard
to amounts  necessary to make such payments on an After-Tax Basis) would exceed,
in the  aggregate,  at any time,  the amount of all prior payments made by or on
behalf of the Lessee to such Tax Indemnitee (without regard to amounts necessary
to make  such  payments  on an  After-Tax  Basis)  less the  amount of all prior
payments  made by the Tax  Indemnitee to the Lessee  (without  regard to amounts
necessary to make such payments on an After-Tax  Basis) pursuant to this Section
19.02(d),  but any such excess shall reduce pro tanto any amount (without regard
to amounts  necessary  to make such  payments  on an  After-Tax  Basis) that the
Lessee is  subsequently  obligated to pay such Tax  Indemnitee  pursuant to this
Section 19.02.

     (e) Contests. If any written claim shall be made against any Tax indemnitee
or if any proceeding shall be commenced against any Tax Indemnitee  (including a
written notice of such  proceeding) for any Taxes as to which Lessee may have an
indemnity  obligation  pursuant  to Section  19.02,  such Tax  Indemnitee  shall
promptly  notify Lessee in writing and shall not take any action with respect to
such claim or Tax  without  the  consent  of Lessee  for thirty  (30) days after
sending such notice to Lessee;  provided  that, in the case of any such claim or
proceeding,  if such Tax  Indemnitee  shall be required by law or  regulation to
take action prior to the end of such 30-day period,  such Tax Indemnitee  shall,
in such notice to Lessee,  so inform Lessee,  and such Tax Indemnitee  shall not
take any action with  respect to such claim or Tax without the consent of Lessee
(not to be unreasonably  withheld) before ten (10) days from the receipt of such
notice  by  Lessee  unless  the  Tax  Indemnitee  shall  be  required  by law or
regulation to take action prior to the end of such 10 day period; provided, that
failure to so notify Lessee shall not affect  Lessee's  obligations to indemnify
hereunder  except to the extent  that Lessee is  precluded  from any contest and
actually  and  materially  harmed  thereby.  If requested by Lessee in a written
request to such Tax  Indemnitee  within thirty (30) days (or such shorter period
referred to in the proviso to the first sentence in this Section 19.02(e)) after
its receipt of such notice,  such Tax  Indemnitee (i) in the case of a Tax which
may be contested independently (without joinder, contribution or otherwise) from
any Tax that is not  subject to  indemnification  by the  Lessee,  shall  permit
Lessee to in good faith contest (including,  without  limitation,  by pursuit of
appeals and  administrative  procedures) (any such contest a  "Lessee-Controlled
Contest"),  or (ii) in the case or a  contest  which is not a  Lessee-Controlled
Contest shall itself or, at such Tax Indemnitee's  request, the Lessee shall, in
good faith contest  (including,  without  limitation,  by pursuit of appeals and
administrative  procedures),  the  validity,  applicability  or  amount  of such
Indemnified Taxes (A) by resisting  payment thereof,  (B) by not paying the same
except under protest (which protest must be pursued using reasonable  efforts in
appropriate  administrative  and/or  judicial  proceedings)  if protest shall be
necessary  and  proper  or (C) if  payment  shall be made,  by using  reasonable
efforts to obtain a refund thereof in appropriate administrative and/or judicial
proceedings;  provided that in no event shall such Tax Indemnitee be required to
contest any claim for any Tax unless (1) it is not a Lessee-Controlled  Contest;
(2) the amount at issue (taking into account all similar and  logically  related
claims with respect to the transactions  contemplated by the Operative Documents
that have been or could have been raised in an audit by the taxing  authority in
question for any other  taxable  period with respect to which an assessment of a
tax  deficiency is not barred by a statute or  limitations,  including,  without
limitations, such claims



                                       37
<PAGE>


that may arise in future periods)  exceeds  $25,000.00;  (3) the Tax that is the
subject  of such  contest  is a Tax  for  which  Lessee  may  have an  indemnity
obligation  hereunder;  (4) Lessee shall have agreed to pay such Tax  Indemnitee
and  shall  pay on an  After-Tax  Basis as  incurred  all  reasonable  costs and
expenses that such Tax Indemnitee shall incur in connection with contesting such
claim (including,  without limitation, all reasonable costs, expenses, legal and
accounting fees and  disbursements);  (5) the action to be taken will not result
in any material danger of a sale,  forfeiture or loss of, or the creation of any
Lien against the Property  (except if Lessee shall have  adequately  bonded such
Lien (in a manner  reasonably  acceptable to such Tax  Indemnitee)  or otherwise
made provision to protect the interests of such Tax Indemnitee and Lessor in the
Property or any interest therein (in a manner reasonably  acceptable to such Tax
Indemnitee) and that there is no risk that criminal or unindemnified or punitive
civil liability may be imposed with respect to such Tax Indemnitee;  (6) if such
contest  shall  involve  payment of the claim,  Lessee shall  advance the amount
thereof plus  interest,  penalties and additions to tax with respect  thereto to
such Tax Indemnitee on an interest-free  basis (with no additional net after tax
cost to such Tax  Indemnitee and without taking into account any net tax savings
associated  with such  advance);  (7) no Lease Default or Lease Event of Default
under this Lease shall have occurred and be continuing  (it being agreed that in
such case,  the Tax  Indemnitee  shall  consult  in good  faith  with  Lessee to
determine   whether  Lessee  can  provide  to  the  Tax  Indemnitee   reasonably
satisfactory security to cover its indemnity obligations with respect to amounts
to be  contested  and its  obligations  under the  foregoing  clause (4) of this
proviso,  in which case,  such Event of Default shall not deprive  Lessee of its
contest  rights  hereunder);  and (8) in the  case of a  contest  which  must be
contested in the name of the Tax Indemnitee, prior to initiating the contest the
Lessee shall have furnished the Tax Indemnitee with an opinion of an independent
tax  advisor  selected  by the  Lessee  and  reasonably  acceptable  to the  Tax
Indemnitee ("Tax Counsel") to the effect that a reasonable basis exists for such
contest.  In no event shall the Tax  Indemnitee be required to contest any claim
required to be brought in its own name if the subject matter of such claim shall
be of a  continuing  nature and shall  have  previously  been the  subject of an
adverse  final  determination  under  the  contest  provisions  of this  Section
19.02(e),  unless the Lessee  shall have  delivered  to such Tax  Indemnitee  an
opinion of Tax Counsel to the effect that as a result of a change in law or fact
it is more likely than not that the Tax  Indemnitee  will prevail in the contest
of  such  claim.  Notwithstanding  anything  herein  to  the  contrary,  no  Tax
Indemnitee   shall  be  required  to  provide  to  Lessee  or  its  counsel  any
confidential  information  regarding  its or any  Affiliate's  federal  or state
income tax  reporting,  and, in no event  shall any contest  related to federal,
state  or  local   income  taxes  of  any  Tax   Indemnitee   be  subject  to  a
Lessee-Controlled Contest unless requested by such Tax Indemnitee.

     Lessee  shall  conduct any  Lessee-Controlled  Contest and the relevant Tax
Indemnitee  shall  control any contest other than a  Lessee-Controlled  Contest,
unless the Tax  Indemnitee  requests  that the Lessee  control  such  contest or
declines in writing to control such contest.  The party  conducting  the contest
("Controlling  Party")  shall  consult  in  good  faith  with  the  other  party
("Noncontrolling  Party")  and its counsel  with  respect to the contest of such
claim for Taxes (or claim for refund) and shall permit review and comment on any
material  filings  or  other  submissions  (in the  case  of any Tax  Indemnitee
controlled  contest so long as such filing or submission  does not relate to any
other contest of such Tax Indemnitee that is not subject to indemnity  hereunder
unless the portion of the filing or  submission  relating to such other  contest
can be  readily  severed  from the  portion of the  filing or  submission  to be
disclosed) but the



                                       38
<PAGE>


decisions  regarding  all actions to be taken  shall be made by the  Controlling
Party  in its  sole  judgment  (exercised  in  good  faith).  In  addition,  the
Controlling Party shall keep the Noncontrolling  Party reasonably informed as to
the progress of the contest.  The Controlling Party shall be responsible for the
selection of counsel,  which  counsel  must be  reasonably  satisfactory  to the
Noncontrolling Party.

     Notwithstanding  anything contained in this Section 19.02, a Tax Indemnitee
shall not be required to contest any claim or permit Lessee to contest any claim
and may settle any contest  without the consent of Lessee if such Tax Indemnitee
(A) shall waive its right to indemnity  under this Section 19.02 with respect to
such claim for such Tax (and any claim made by any taxing authority with respect
to other taxable periods that is based upon the resolution of such claim, or the
contest of which is materially  prejudiced by the resolution of such claim), and
(B) shall pay to Lessee any amount of Tax previously  paid or advanced by Lessee
pursuant to this Section  19.02 other than the costs and expenses of the contest
of such claim paid by the Lessee in accordance with clause (x) of the proviso to
the second preceding paragraph, together with interest thereon at the Applicable
Federal Rate for the period such payments or advances were held.

     If any Tax  Indemnitee  or any  Affiliate  thereof  shall  obtain  a refund
(including by way of credit) of all or any part of any Tax with respect to which
the Lessee shall have paid on behalf of such Tax  Indemnitee or reimbursed  such
Tax Indemnitee,  then such Tax Indemnitee  shall, so long as no Lease Default or
Lease Event of Default shall have occurred and be continuing,  pay to the Lessee
any such refund (including any applicable interest received with respect to such
refund or that would have been  received  with  respect to such refund but for a
counterclaim  or other claim not  indemnified by Lessee  hereunder) plus any tax
savings  realized by such Tax  Indemnitee  as a result of a payment  pursuant to
this  sentence (it being  understood  that the  calculation  of such tax savings
shall  take into  account  any  additional  income  Taxes  incurred  by such Tax
Indemnitee  as a  result  of the  receipt  or  accrual  of such  refund).  A Tax
Indemnitee  shall not be obligated  pursuant to this Section  19.02(e) to make a
payment (i) before such time as the Lessee shall have made all payments then due
under the  Operative  Documents  and any Lease Default or Lease Event of Default
that shall have occurred  shall no longer be continuing or (ii) in excess of the
amounts paid by Lessee to such Tax Indemnitee  pursuant to this Section 19.02(e)
in respect  of the Taxes  giving  rise to such tax  savings  (minus any  amounts
previously  paid to  Lessee  by such Tax  Indemnitee  pursuant  to this  Section
19.02(e) plus any applicable interest that would have been received with respect
to such refund but for a counterclaim  or other claim not  indemnified by Lessee
hereunder);  provided  that any such amounts not paid to Lessee  pursuant to the
limitation contained in clause (ii) of this sentence shall be carried forward to
reduce,  pro tanto,  any future amounts that may become payable by the Lessee to
such Tax  Indemnitee  pursuant to this Section  19.02(e) in respect of the Taxes
giving rise to such tax savings. The disallowance,  loss, recapture or reduction
of any  credit,  refund  or  other  tax  savings  with  respect  to  which a Tax
Indemnitee has made a payment to the Lessee under this Section 19.02(e) shall be
treated  as a Tax for  which the  Lessee  is  obligated  to  indemnify  such Tax
Indemnitee  hereunder,  without  regard to the  exclusions  set forth in Section
19.02(b).  The Tax  Indemnitee  shall make any payments to the Lessee under this
Section 19.02(e) within thirty (30) days of the receipt of such refund.



                                       39
<PAGE>


     (f) Payments.  Any Taxes indemnified  hereunder shall be paid by Lessee, to
the extent allowed,  directly to the appropriate  taxing  authority on or before
the time, and in the manner,  prescribed by Applicable  Laws. Any amount payable
to a Tax  Indemnitee  pursuant to this Section 19.02 shall be paid within thirty
(30) days after receipt of a written  demand  therefore from such Tax Indemnitee
accompanied by a written statement describing in reasonable detail the amount so
payable,  but not before the date such Tax is due; provided,  if any such amount
is subject to contest hereunder, then such amount shall be paid within three (3)
days of the  resolution  of the contest (or the earlier due date  thereof).  Any
payments to be made by Lessee  pursuant to this Section  19.02 that are not paid
to the  appropriate  Governmental  Authority  shall be made  directly to the Tax
Indemnitee  entitled thereto,  and any payments to be made to Lessee pursuant to
this Section 19.02 shall be made directly to Lessee, in each case in immediately
payable  funds at such  bank or to such  account  as  specified  by the payee in
written  directions  to the  payor,  or, if no such  directions  shall have been
given, by check of the payor payable to the order of the payee and mailed to the
payee by  certified  mail,  postage  prepaid at its address as set forth in this
Lease.  Any amount  payable  under this Section  19.02 that is not paid when due
shall bear interest at the Default Rate.

     (g) Verification.  At Lessee's request, the amount of any indemnity payment
by Lessee  pursuant to this Section 19.02 or any payment by a Tax  Indemnitee to
Lessee pursuant to this Section 19.02 shall be verified by the certified  public
accountant who regularly  prepares the tax returns for such Tax Indemnitee,  who
shall  verify and  certify  in  writing  the  accuracy  of the Tax  Indemnitee's
computations.  Notwithstanding the foregoing, Lessor may request verification by
a separate nationally recognized United States or international  accounting firm
selected by the Tax Indemnitee and reasonably  acceptable to Lessee.  The person
or persons required to perform such verification (the "Verifier") shall be asked
to  verify,   after  consulting  with  the  Tax  Indemnitee,   whether  the  Tax
Indemnitee's  computations  are  correct and to report its  conclusions  to both
Lessee and the Tax  Indemnitee.  Each Tax Indemnitee and Lessee hereby agrees to
provide the Verifier with all  information  and materials as shall be reasonably
necessary or desirable in connection  therewith;  provided,  however, that in no
case shall the  Verifier or any other  Person be entitled to see the tax returns
or the books and records of the Tax  Indemnitee  other than  necessary  excerpts
thereof  with  respect to which the  Verifier or such other Person has agreed to
treat as confidential under an agreement in form and substance acceptable to the
Tax  Indemnitee.  The fee of such Verifier (if such  Verifier is an  independent
accounting firm) shall be paid by Lessee unless such  verification  discloses an
error  adverse  to  Lessee  of 10% or  more  of the  amount  determined  by such
Verifier,  in  which  case  such  fees  shall  be  paid  by the  applicable  Tax
Indemnitee.  The Verifier  shall be requested to make its  determination  within
thirty (30) days of its appointment.  In the event such Verifier shall determine
that such computations are incorrect, then such Verifier shall determine what it
believes to be the correct computations.  Notwithstanding anything herein to the
contrary,  the sole  responsibility  of the  Verifier  shall be  to  verify  the
computations  of the amount  payable;  interpretations  of this Agreement or any
other  Operative   Documents  are  not  within  the  scope  of  such  Verifier's
responsibilities.

     (h) Forms,etc. Each Tax Indemnitee agrees to furnish to Lessee from time to
time,  at the  written  request and expense of Lessee,  such duly  executed  and
properly  completed  forms as may be necessary or  appropriate in order to claim
any reduction of or exemption  from any  withholding or other Tax imposed by any
taxing authority in respect of any payments otherwise



                                       40
<PAGE>


required to be made by Lessee, as the case may be, pursuant to this Lease, which
reduction or exemption is available to such Tax Indemnitee; provided that no Tax
Indemnitee  shall have any  obligation  to comply  with any  request or take any
other action  pursuant to this Section  19.02(h) if in order to comply with such
request or take such  action the Tax  Indemnitee  would be  required to make any
inaccurate  statement  or would  be  exposed  (in Tax  Indemnitee's  good  faith
opinion)  to any cost or  expense  for which  Lessee  shall  not have  agreed to
indemnify  such Tax  Indemnitee  or would  subject  such Tax  Indemnitee  to any
material risk of audit of Taxes not subject to indemnity hereunder.

     (i) Non-Parties. If any Tax Indemnitee is not a party to this Lease, Lessee
may require the Tax Indemnitee, before making any payment to such Tax Indemnitee
under this  Section  19.02,  to provide the Lessee in writing  with an agreement
executed by the Tax Indemnitee, as follows:

          In consideration of the rights of the undersigned to payments from the
     Lessee pursuant to Section 19.02 of the Lease  Agreement,  dated as of June
     1, 2000, between the Lessor thereof and the Lessee thereof, the undersigned
     hereby agrees and covenants that it is a "Tax  Indemnitee" for the purposes
     of and shall be subject to the terms and conditions of Section 19.02 of the
     Lease  and will  make all  payments  and take  such  other  actions  as are
     required under Section 19.02 of the Lease.

     (j) Filings. If any report, return or statement (a "Filing") is required to
be filed with respect to any Tax that is subject to indemnification  under this
Section 19.02 and,  Lessee shall promptly  provide notice to the appropriate Tax
Indemnitee  and, if permitted by Applicable  Laws to do so, Lessee shall timely
file or cause to be filed such Filing  with  respect to such Tax (except for any
such Filing that a Tax Indemnitee  has notified  Lessee in writing that such Tax
Indemnitee intends to file a copy of which shall be promptly furnished to Lessee
after  filing) and will (if  ownership  of the  Property or any part  thereof or
interest  therein is required to be shown on such Filing) show the  ownership of
the Property in the name of Lessor or the Head  Lessor,  as the case may be, and
send  a copy  of  such  Filing  to  the  appropriate  Tax  Indemnitee,  and  Tax
Indemnnitee shall furnish Lessee,  at Lessee's  request,  with such information,
not within the control of Lessee,  as is in such Tax Indemnitee's  control or is
reasonably  available to such Tax Indemnnitee and necessary to file such Filing;
provided, however, Lessee shall pay all reasonable out-of-pocket expenses of the
Tax Indemnitee in connection therewith. If Lessee is not permitted by Applicable
Laws to file any such Filing,  Lessee will promptly  notify the  appropriate Tax
Indemnitee  of such  requirement  in  writing  and  prepare  and  deliver to the
appropriate  Tax  Indemnitee a proposed  form of such Filing within a reasonable
time, and in all events at least fifteen (15) days prior to the time such Filing
is required to be filed.  In the case of any Filing  either  required to reflect
items in addition to Taxes imposed on or indemnified against by the Lessee under
this Section 19.02 or which the Tax  Indemnitee  has notified  Lessee in writing
that it will prepare and file,  Lessee shall,  upon the written  request of such
Tax Indemnitee,  provide such Tax Indemnitee with such  information as is within
Lessee's reasonable control or access with respect to such Filing.  Lessee shall
hold each Tax Indeinnitee harmless from and against any liabilities,  including,
but not limited to penalties,  additions to tax, fines and interest, arising out
of any insufficiency or inaccuracy in any such Filing, if such  insufficiency or
inaccuracy is attributable  to Lessee.  Lessee agrees to provide the Lessor with
evidence of the



                                       41
<PAGE>


payment of all ad valorem  property and other  similar Taxes with respect to the
Property or any portion  thereof  within  thirty (30) days of the date that each
such Tax shall become due.

     Section 19.03 Special Tax Indemnity.

     (a)  Representations,  Warranties and Covenants.  Lessee hereby represents,
warrants and  covenants to each of Head Lessor and Lessor as follows:  (i) under
current  law,  neither  the  Property as a whole nor the  Equipment  constitutes
"limited use property" within the meaning of Revenue Procedure 76-30, 1976-2C.B.
647; (ii) neither Lessee nor any Affiliate will claim any  depreciation  or cost
recovery deductions with respect to the Property or any portion thereof, and has
taken or will  take any other  action in  connection  with  filing  its or their
federal income tax returns that would be a primary factor resulting in a Loss or
Inclusion (in each case, as defined in Section 19.03(b) below);  (iii) as of the
Closing  Date with  respect to the (I)  Improvements  and  Fixtures and (II) the
Equipment,  such  property  will not require any  improvement,  modification  or
addition in order to be rendered  complete for its intended use by Lessee;  (iv)
all written information supplied, caused to be supplied or to be supplied to any
appraiser  by or on behalf of Lessee or any  Affiliate of Lessee with respect to
the Property or any portion thereof was or will be, as the case may be, true and
accurate when supplied;  and (v) at no time during the Term will the Property or
any portion thereof  constitute  "tax-exempt use property" within the meaning of
Section 168(h) of the Code.

     (b) Indemnity Payment  Conditions.  If, by reason of any act or omission of
Lessee or  by any other  Person in  possession  of the  Property  or any portion
thereof  or by  reason  of the  inaccuracy  or  breach  by  Lessee of any of the
representations,  warranties and covenants  contained in this Section 19.03, any
anticipated depreciation deductions are lost, disallowed,  eliminated,  reduced,
recaptured,  compromised,  delayed or otherwise  made  unavailable to Lessor (or
Head Lessor with  respect to the  Equipment),  as the case may be, (a "Loss") or
Lessor or Head Lessor incurs a tax  detriment  because it is required to include
amounts in income other than Anticipated Lease Income (an  "Inclusion"),  Lessee
shall, upon notice from Lessor or Head Lessor promptly pay such Person on demand
in immediately available funds, as an indemnity an amount which, on an After-Tax
Basis, shall be equal to the sum of (x) the increase in federal, state and local
income tax liability for the respective  taxable year  attributable to such Loss
or Inclusion  plus (y) the amounts of interest,  penalties  and additions to tax
(including,  without limitation, any additions to tax because of underpayment of
estimated  tax),  which are  assessed  against  Lessor or Head  Lessor  for such
taxable  year by the Internal  Revenue  Service  ("IRS") or any relevant  state,
local or foreign  taxing  authority and which are  attributable  to such Loss or
Inclusion.

     (c) Right to Contest. Lessor or Head Lessor (in each case, the "Tax Party")
shall notify  Lessee in writing of any actual or proposed  claim,  adjustment or
other  action of any tax  authority  received by such Tax Party in writing  with
respect to which  Lessee may be required to provide  indemnification  under this
Section 19.03 ("Proposed Adjustment") (but failure of any Tax Party to so notify
Lessee  shall not  relieve  Lessee of its  obligations  hereunder  except to the
extent that Lessee is precluded  from any contest and  actually  and  materially
harmed  thereby).  If Lessee shall  request in writing  within  thirty (30) days
after such Tax Party's notice  described  above that the Proposed  Adjustment be
contested (or such shorter period in which the Tax Party may be required to take
action), such Tax Party shall contest the Proposed Adjustment; provided,



                                       42
<PAGE>


however, that: (i) prior to taking such action, Lessee shall have furnished such
Tax Party  with an  opinion  of  independent  tax  advisor  chosen by Lessee and
reasonably  acceptable  to such  Person,  to the effect  that such  Person has a
reasonable  possibility of success in contesting the claim; (ii) prior to taking
such action, Lessee shall have (A) acknowledged its obligation to indemnify such
Tax Party  hereunder  in the event such Person does not prevail in such  contest
and (B) agreed to  reimburse  such  Person,  promptly  on demand,  all costs and
expenses that such Person may incur in connection  with  contesting  such claim,
including  without  limitation  reasonable  attorneys' and accountants' fees and
expenses;  (iii) no Lease Event of Default shall exist and be  continuing,  (iv)
such Person shall not be  obligated to contest any proposed  amount that is less
than  S25,000.00;  and (v) such Person shall in all events  control the contest,
and  Lessee  shall not have any right to inspect  the books and  records of such
Person, but shall have reasonable  opportunity to review and comment on portions
of  documentation,  protests,  memoranda  or briefs  relating  exclusively  to a
Proposed  Adjustment.  In the event such Tax Party shall pay the tax claimed and
then seek a refund,  such Person may require Lessee to advance funds  sufficient
to pay the tax that would be indenmified  by Lessee  hereunder if the claim were
resolved adversely to such Person, in which case, to the extent the refund claim
is  successful,  such funds received form the taxing  authority an  attributable
thereto,  to the extent not  required  to be  applied  to an  indemnity  payable
hereunder, shall be refunded to Lessee. Notwithstanding anything to the contrary
in this  Section  19.03(c)  such Tax Party may at any time  decline  to take any
further  action with respect to a Proposed  Adjustment or may settle any contest
without the consent of Lessee; provided, however, that if Lessee shall have duly
complied  with  all the  terms  of  this  Section  19.03(c),  and  Lessee  shall
reasonably  withhold in writing its consent to all or part of such assessment or
settlement  based  upon  its  evaluation  of the  merits,  Lessee  shall  not be
obligated  to  indemnify  such Tax Party for the portion of such  assessment  or
settlement to which Lessee has reasonably withheld its consent.

     (d) Consolidated  Group. In the case of any flow-through  entity,  "Lessor"
shall include the member or other equity owners of Lessor required to report the
gross or net income of Lessor and/or other items of income,  expense,  deduction
and credit with respect  thereto,  and "Lessor,"  "Head  Lessor" and  respective
owners thereof shall include the consolidated  group of which any such Person is
a part for income tax purposes.

     Section 19.04. Withholdings.

     Notwithstanding  anything  herein to the contrary,  Lessee agrees that each
payment  of Rent  shall be free and  clear of,  and  without  deduction  for any
withholdings of any nature  whatsoever unless required by Applicable Law. If any
deduction  or  withholding  is  required  with  respect  to a payment of Rent by
Lessee,  Lessee shall pay an additional amount such that the net amount actually
received by the Tax Indemnitee, after deduction or withholding, will be equal on
an  After-Tax  Basis to all such  amounts  that  would  be  received  by the Tax
Indemnitee if no such deduction or withholding had been required; provided, that
the Lessee shall not be obligated to pay any additional  amount pursuant to this
Section  19.04 if due to the failure of a Tax  Indemnitee to comply with Section
19.02(b) to relief or exemption from such withholding tax on Rent.

     Further,  notwithstanding anything to the contrary contained, Lessee agrees
that each  payment  under the Debt  Documents  and under the Head Lease shall be
free and clear of, and



                                       43
<PAGE>


without  deduction  for,  any  withholdings  of any  nature  whatsoever.  If any
deduction or  withholding  is required  with respect to a payment under the Debt
Documents or under the Head Lease,  Lessee shall pay an  additional  amount such
that the net amount actually received by the Tax Indemnitee,  after deduction or
withholding,  will be equal on an After-Tax Basis to all such amounts that would
be received by the Tax Indemnitee if no such  deduction or withholding  had been
required; provided, that the Lessee shall not be obligated to pay any additional
amount  pursuant to this Section 19.04 if due to the failure of a Tax Indemnitee
to comply with Section  19.02(h) as a  precondition  to relief or exemption from
such withholding tax or deduction.

     Section 19.05. Survival.

     Notwithstanding  anything  herein to the contrary,  the  provisions of this
Article XIX shall survive the earlier termination of this Lease and the right to
collect any other  payment  that shall have  occurred but shall be unpaid by the
Lessor  hereunder  or under any  Operative  Document  shall  survive the earlier
termination of this Lease and each other Operative Document.


                                   ARTICLE XX

                      LESSEE REPRESENTATIONS AND WARRANTIES

     Section 20.01. Representations and Warranties.

     Lessee  represents  and  warrants to Lessor and each  Participant  that the
following are true and correct as of the date hereof:

     (a) Due  Organization.  Lessee is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the state of its  incorporation.
Lessee has the  corporate  power and  authority  to conduct its  business as now
conducted, to own or hold under lease its property and to enter into and perform
its obligations  under the Operative  Documents to which it is or is to become a
party, and the Lessee further has the authority to lease the Property under this
Lease.  Lessee is duly  qualified  to do business  and is in good  standing as a
foreign  corporation  in the  jurisdiction  in which the Property is located and
Lessee in each other  jurisdiction  where the failure to so qualify would have a
material  adverse  effect on its  ability to perform its  obligations  under the
Operative Documents to which it is a party.

     (b) Due  Authorization;  No Conflict.  Each of the  Operative  Documents to
which  Lessee is a party has been duly  authorized  by all  necessary  corporate
action on the part of Lessee and has been duly executed and delivered by Lessee,
and the  execution,  delivery  and  performance  thereof by Lessee will not, (i)
require any approval of the stockholders of Lessee or any approval or consent of
any trustee or holder of any  indebtedness  or obligation of Lessee,  other than
such  consents  and  approvals  as  have  been  obtained,  (ii)  contravene  any
Applicable Law binding on Lessee or (iii)  contravene or result in any breach of
or  constitute  any  default  under   Lessee's   charter  or  by-laws  or  other
organizational  documents,  or any indenture,  judgment,  order, mortgage,  loan
agreement,  contract,  partnership  or joint venture  agreement,  lease or other
agreement or instrument to which Lessee is a party or by which Lessee is bound,



                                       44
<PAGE>


or result in the  creation  of any Lien (other  than  pursuant to the  Operative
Documents) upon any of the property of Lessee.

     (c)  Governmental  Actions.  All  Governmental  Action and other  consents,
approvals, waivers,  registrations,  authorizations and other action required or
necessary pursuant to any legal requirement or contract,  indenture,  instrument
or agreement  to which Lessee is a party or its property is bound in  connection
with  the  execution,  delivery  and  performance  by  Lessee  of the  Operative
Documents to which it is a party, has been obtained, given or made.

     (d)  Enforceability.  Each of the Operative Documents to which Lessee is or
is to become a party  constitutes  the legal,  valid and binding  obligation  of
Lessee,  enforceable against Lessee in accordance with the terms thereof, except
as  enforceability  may  be  limited  by  bankruptcy,   moratorium,   fraudulent
conveyance, insolvency, equitable principles or other similar laws affecting the
enforcement of creditors' rights in general.

     (e) Investment Company.  Lessee is not an "investment company" or a company
"controlled"  by an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended.

     (f) Securities Act. None of Lessee,  any Affiliate  thereof or any agent of
the  foregoing  has offered any  interest in the  Property or the Lease,  or any
securities of Lessee to, or solicited any offer to acquire any of the same from,
any  Person,  in  violation  of  Section  5 of the  Securities  Act,  nor has it
authorized any Person to take any such action, and none of Lessee, any Affiliate
thereof or any agent of the  foregoing  has taken any action that would  subject
any  interest  in the  Property,  the  Notes,  the  Lessor  or the  Lease to the
registration  requirements of Section 5 of the Securities Act. Nothing herein is
intended to imply or shall be construed to suggest that the  interests in Lessor
constitute securities.

               (g) Environmental Matters. Except as disclosed in the
Environmental Reports and further described in Schedule 20.01(g), (i) Lessee
has complied and is now complying in all material respects with all
Environmental Laws, and no permits under Environmental Laws are required to
mortgage, lease or transfer the Property or to operate the Property in the
manner in which the Property is currently operated (other than permits that have
already been issued and are in full force and effect or for which application
has been submitted or will be submitted within 30 days of the Closing Date);
(ii) there are no known circumstances that may interfere in any material respect
with Lessee's ability to operate and maintain the Property as contemplated by
the Operative Documents in compliance with applicable Environmental Laws or that
may give rise to any liability under applicable Environmental Laws; (iii) there
are no pending or, to the Actual Knowledge of Lessee, threatened Claims against
Lessee (with respect to the Property) or the Property itself with respect to
Environmental Laws; (iv) during Lessee's occupancy of the Property there have
been no known Releases on or from the Property in violation of applicable
Environmental Laws and such Property is, to the Actual Knowledge of Lessee, free
from all contamination in material violation of Environmental Laws arising from,
relative to, or resulting from any Hazardous Materials; (v) to Lessee's
knowledge after due inquiry, there are not now any underground storage tanks or
incinerators located at, on or under the Property; (vi) to the Actual Knowledge
of Lessee there is no asbestos contained in, forming part of or contaminating
any part of the Property that could reasonably be expected to result in a
material liability under



                                       45
<PAGE>


any   Environmental   Laws;   (vii)  to  the  Actual   Knowledge  of  Lessee  no
polychlorinated biphenyls (PCBs) are used, stored, located at or contaminate any
part of the Property  that could  reasonably be expected to result in a material
liability under any  Environmental  Laws; and (viii) to the Actual  Knowledge of
Lessee there exists no condition  affecting the Property,  the improvements,  or
Lessee that could reasonably be expected to result in a material liability under
any Environmental Laws.

     (h) Bankruptcy.  No bankruptcy,  reorganization,  arrangement or insolvency
proceedings  are pending,  threatened or contemplated by Lessee or any Affiliate
thereof,  and neither Lessee nor any Affiliate has made a general assignment for
the benefit of creditors.

     (i) No Lease Event of Default.  No Lease  Default or Lease Event of Default
exists.

     (j) ERISA. No member of the ERISA Group sponsors, maintains, contributes to
or is required to  contribute  to any pension  plan subject to Title IV of ERISA
and no  member  of the  ERISA  Group  has at any  time  in the  past  sponsored,
maintained, contributed to or been required to contribute to any such plan.

     (k) Necessary Real Property.  Lessee and each of its  Subsidiaries has good
record and marketable  title in fee simple to, or valid  leasehold  interest in,
all real  property  necessary  or used in the  ordinary  conduct of its business
except to the extent such failure of title or interest would not have a Material
Adverse Effect.

     (l) Tax  Filings.  Each of the  Lessee and its  Subsidiaries  has filed all
Federal  and other tax  returns  and  reports  required to be filed by it having
amounts to be reported  by it (whether  gross,  net or  otherwise)  in excess of
$100,000 and has paid all Federal and other taxes,  assessments,  fees and other
governmental  charges  levied or imposed  upon it or its  properties,  income or
assets  otherwise  due and  payable in an amount in excess of  $200,000,  except
those  which  are  being  or will be  contested  in good  faith  by  appropriate
proceedings, and no notice of lien has been filed or recorded.

     (m) Patents,  Trademarks.  Each of Lessee and its  Subsidiaries  owns or is
licensed or  otherwise  has the right to use all  patents,  trademarks,  service
marks,   trade  names,   copyrights,   franchises,   authorizations   and  other
intellectual  property rights that are reasonably necessary for the operation of
its  businesses,  without known conflict with rights of any other Person,  other
than  conflicts,  either  individually  or in the  aggregate,  which  could  not
reasonably be expected have a Material  Adverse  Effect.  Except as specifically
disclosed in Schedule  20.01(m),  no claim or  litigation  regarding  any of the
foregoing is pending,  or to the  knowledge  of Lessee,  threatened,  which,  in
either case, could reasonably be expected to have a Material Adverse Effect.

     (n)  Property-Related  Representations and Warranties.  With respect to the
Property:

          (i) The Property and the  Improvements and the intended use thereof by
     Lessee  and those  claiming  by,  through  or under  Lessee,  comply in all
     material respects with all Applicable Laws,  including  without  limitation
     restrictive  covenants,  conditions,  zoning  ordinances,  subdivision  and
     building codes, flood disaster laws, applicable  Environmental Laws and all
     other ordinances, orders or legal requirements issued by any



                                       46
<PAGE>


     state,  federal  or  municipal  authorities  having  jurisdiction  over the
     Property. The Property is not part of a tax parcel covering any real estate
     other than the Property.  The Property and the  Improvements do not require
     (or have  necessary,  easements or appurtenant  rights) any rights over, or
     restrictions  against,  other  property  in order to comply with any of the
     aforesaid governmental ordinances, orders or requirements.

          (ii)  All  utility  services  necessary  and  sufficient  for the use,
     occupancy,  and  operation of the  Property  for its intended  purposes are
     available to the Property,  including water,  storm sewer,  sanitary sewer,
     gas or propane (if applicable),  electric and telephone facilities, through
     public rights-of-way or perpetual private easements.

          (iii) All streets,  roads,  highways,  bridges and waterways necessary
     for access to and full use,  occupancy,  and  operation of the Property for
     its current use and purposes have been  completed,  have been  dedicated to
     and accepted by the appropriate municipal authority (if applicable) and are
     open and  available to the Property and the  Improvements  without  further
     condition or cost to Lessor.

          (iv) All curb  cuts,  driveways  and  traffic  signals  located on the
     Property and shown on the survey delivered to Lessor prior to the execution
     and  delivery  of this  Lease  and  material  to the use and  value  of the
     Property  for its  intended  purposes  are  existing  and have  been  fully
     approved by the appropriate Governmental Authority.

          (v) The  Improvements  and Fixtures are  structurally  sound,  and the
     Improvements, the Fixtures and the Equipment are in good repair and free of
     material detects in materials and workmanship and have been constructed and
     installed  in  substantial  compliance  with the plans  and  specifications
     relating   thereto.   All  major  building   systems   located  within  the
     Improvements,   including,   without   limitation,   the  heating  and  air
     conditioning  systems and the electrical and plumbing systems,  are in good
     working order and condition.

          (vi)  There  are  no  security  agreements  or  financing   statements
     affecting the Property other than Permitted Liens.

          (vii) No part of the Property has been taken in Condemnation,  eminent
     domain  or like  proceeding  nor is any  such  proceeding  pending  or,  to
     Lessee's   Actual   Knowledge   and  belief,   threatened   in  writing  or
     contemplated.

          (viii) There are no other  leases,  subleases or licenses  (other than
     the Lease and Permitted  Encumbrances)  in existence in connection with the
     Property.

          (ix)  There  is a valid  permanent  Certificate  of  Occupancy  or its
     equivalent, in each case issued and outstanding for all Improvements.

          (x) The Permitted Encumbrances,  individually and in the aggregate, do
     not  materially  adversely  affect the use of the  Property  or  materially
     interfere with the current use or operation of the Property.



                                       47
<PAGE>

          (xi)  There  are no  unpaid  charges,  debts,  liabilities,  claims or
     obligations   arising  from  or  in  connection   with  the   construction,
     development,  occupancy,  ownership, use or operation of the Property which
     could give rise to a  construction,  mechanic's  or  materialmen's  lien or
     other  statutory  lien against all or a portion of the Property,  except as
     relate  to work to be  paid,  and  which  will be paid,  prior to  becoming
     delinquent, by Lessee in the ordinary course of business.

          (xii)  There  are  no  material  suits,   actions,   writs,   decrees,
     injunctions,  orders,  judgments,  claims or proceedings pending or, to the
     Actual Knowledge of Lessee,  threatened or contemplated,  against,  arising
     out of, or relating to the Property.

          (xiii) To the Actual  Knowledge  of Lessee,  all  information,  books,
     records  and  other  documents   regarding  the  Property  and  the  Lessee
     heretofore  delivered  to Lessor by Lessee or its  agents,  when taken as a
     whole,  are true and correct in all material  respects,  fairly present the
     information  contained in such documents as of the date thereof and did not
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not materially misleading.

          (xiv)  Other  than  Werner  Enterprises  ("Oral  Licensee"),  which is
     Lessee's  primary  carrier and which uses the portion of the Property known
     as shop  maintenance,  to the  Actual  Knowledge  of  Lessee,  there are no
     adverse or other  parties  in  possession  of the  Property.  Lessee  shall
     deliver a  subordination  letter on the Closing Date  pursuant to which the
     Oral Licensee  acknowledges and agrees that its interest in the Property is
     terminable  at  will  and  without   advance  notice  and  is  subject  and
     subordinate  to the  interests of all Persons  arising  under the Operative
     Documents.

          (xv) Upon execution and delivery of the Lease (i) the Lessee will have
     unconditionally  accepted the Property subject to the Lease and will have a
     valid and  existing  leasehold  interest in the  Property,  subject only to
     Permitted  Liens, and (ii) no offset will exist with respect to any Rent or
     other sums payable wider the Lease.

     (o) Insurance.  The properties of Lessee and its  Subsidiaries  are insured
with financial sound and reputable insurance companies, in such amounts and with
such  deductibles  covering such risks as are  customarily  carried by companies
engaged in similar  businesses and owning similar properties in localities where
Lessee or such  Subsidiaries  operate  (after  giving  effect to  self-insurance
permitted hereunder).

     (p) Financial  Statements.  The most recent audited financial statements of
Lessee and its  consolidated  Subsidiaries  (i) were prepared in accordance with
GAAP  consistently  applied  throughout  the period covered  thereby,  except as
otherwise  expressly  noted  therein;  (ii) are complete and accurate and fairly
present the financial  condition of Lessee and its consolidated  Subsidiaries as
of the dates thereof and results of operations for the periods covered  thereby;
and  since  January  28,  2000  there  have  been no  changes  in the  business,
operations,  property  or  financial  or  other  condition  of  Lessee  and  its
Subsidiaries on a consolidated basis that could reasonably be expected to have a
Material Adverse Effect.


                                       48
<PAGE>


     (q) Location of Office.  The principal  place of business,  chief executive
office  and office of the  Lessee  where the  documents,  accounts  and  records
relating  to the  transactions  contemplated  by this  Agreement  and each other
Operative Document are kept are located at 100 Mission Ridge, Goodlettsville, TN
37072, and the state of organization of Lessee is Tennessee.

     (r) No Litigation.  Except as disclosed in Schedule  20.01(r),  there is no
litigation  against any Lessee or any of its Subsidiaries  that could reasonably
be expected to have a Material Adverse Effect.

     Section 20.02. Defense of Title.

     If, while the Debt Documents and the Head Lease are in force,  the title to
the Mortgaged Property,  the Equipment or the interest of the Holders,  Agent or
Head  Lessor  shall be the  subject  of any  action at law or in  equity,  or be
attacked,  or endangered,  clouded or adversely affected in any material manner,
Lessee, at Lessee's  expense,  shall take all necessary and proper steps for the
defense of said title or interest,  including the employment of counsel selected
by Lessee and  approved by the Agent  (and/or the Head Lessor as provided in the
Intercreditor  Agreement),  the  prosecution or defense of  litigation,  and the
compromise or discharge of claims made against said title or interest; provided,
however,  that Lessee  shall not be required to defend such title or interest to
the extent the claim  against  such title or  interest  was caused by any act or
acts of the Holders, Agent, Servicer, the Head Lessor or Lessor. Notwithstanding
the  foregoing,  in theo event  that the Agent  (and/or  the Head  Lessor to the
extent related to the Equipment),  acting in good faith,  determines that Lessee
is not adequately performing its obligations under this Section 20.02, the Agent
(and/or the Head Lessor to the extent  related to the  Equipment)  may,  without
limiting or waiving any other rights or remedies, after giving five (5) Business
Days' notice to Lessor and Lessee,  take such steps with respect  thereto as the
Agent (and/or the Head Lessor to the extent related to the Equipment) shall deem
necessary or proper and any reasonable out-of-pocket costs and expenses incurred
by the Agent (and/or the Head Lessor to the extent  related to the Equipment) in
connection therewith, together wit interest thereon at the Default Rate from the
date  incurred  by  the  Agent  (and/or  the  Head  Lessor  as  provided  in the
Intercreditor  Agreement)  until  actually paid by Lessee,  shall be immediately
paid by Lessee on demand and shall be an obligation wider this Lease.

     Notwithstanding  anything  herein  to the  contrary,  no  Person  shall  be
entitled to take action that shall be binding on the Lessor,  in the case of its
interest in the Real  Property  without the consent of the  Holders,  and in the
case of the  Equipment  without  the  consent  of the Head  Lessor.  Each of the
Persons  referred  to above  agree to  cooperate  with the  Lessee  at its cost,
expense and risk in the prosecution or defense of a Claim under applicable title
insurance.

     Section 20.03 Certain Covenants of Lessee.

     Lessee hereby  covenants and agrees with each  Participant,  that, from and
after the date of this Lease until the Lessee Obligations are paid in full:

     (a)  Financial  and  Other  Information.   Lessee  shall  deliver  to  each
Participant the following financial and other information:



                                       49
<PAGE>


          (i)  Quarterly  Statements  --  within  45 days  after the end of each
     quarterly  fiscal period in each fiscal year of Lessee (other than the last
     quarterly fiscal period of each such fiscal year), duplicate copies of

               (A) a consolidated  balance sheet of Lessee as at the end of such
          quarter, and

               (B) consolidated  statements of income,  changes in shareholders'
          equity (to the  extent  prepared)  and cash flows of Lessee,  for such
          quarter  and (in the case of the  second and third  quarters)  for the
          portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the corresponding
periods in the  previous  fiscal year,  all in  reasonable  detail,  prepared in
accordance with GAAP applicable to quarterly financial statements generally, and
certified  by an  Authorized  Officer  as  fairly  presenting,  in all  material
respects,  the financial  position of the companies  being reported on and their
results of operations and cash flows, subject to changes resulting from year-end
adjustments,  provided that delivery  within the time period  specified above of
copies of Lessee's Quarterly Report on Form I0-Q, if any, prepared in compliance
with the  requirements  therefor  and filed  with the  Securities  and  Exchange
Commission shall be deemed to satisfy the requirements of this Section 20.03;

          (ii) Annual  Statements -- within 90 days after the end of each fiscal
     year of Lessee, duplicate copies of.

               (A) a consolidated  balance sheet of Lessee and its subsidiaries,
          if any, as at the end of such year, and

               (B) consolidated  statements of income,  changes in shareholders'
          equity and cash flows of Lessee and its subsidiaries, if any, for such
          year,

setting  forth in each case in  comparative  form the figures  for the  previous
fiscal year,  all in reasonable  detail,  prepared in accordance  with GAAP, and
accompanied by an opinion thereon of independent certified public accountants of
recognized  national  standing,  which opinion  shall state that such  financial
statements present fairly, in all material  respects,  the financial position of
the companies being reported upon and their results of operations and cash flows
and have been prepared in conformity with GAAP, and that the examination of such
accountants  in  connection  with  such  financial  statements  has been made in
accordance  with  generally  accepted  auditing  standards,  and that such audit
provides a reasonable basis for such opinion in the circumstances, provided that
the delivery within the time period specified above of Lessee's Annual Report on
Form  10-K for such  fiscal  year  (together  with  Lessee's  annual  report  to
shareholders,  if any,  prepared  pursuant to Rule 14a-3 under the Exchange Act)
prepared  in  accordance  with the  requirements  therefore  and filed  with the
Securities  and  Exchange  Commission,  if any,  shall be deemed to satisfy  the
requirements of this Section 20.03(b).



                                       50
<PAGE>


     (b) Consolidation. Merger. Sale. etc. Lessee shall not consolidate with any
Person, merge into any Person, or convey,  transfer,  lease or otherwise dispose
of to  any  Person  all  or  substantially  all of  its  assets  in  any  single
transaction (or series of related transactions), unless:

          (i) in each case, such Person (the "Surviving Corporation") shall be a
     corporation or  organization  organized under the laws of the United States
     of America, a state or commonwealth thereof or the District of Columbia and
     shall have assumed in writing each obligation, and succeeded to each right,
     of Lessee under the Operative Documents to which Lessee is a party;

          (ii) no Lease  Default or Lease Event of Default  shall exist prior to
     or after giving effect to such transaction;

          (iii) the Surviving  Corporation  shall have  delivered to each of the
     Participants  (including the Agent) an Officers'  Certificate  stating that
     such  transaction  complies  with the terms and  conditions of this Section
     20.03(b) and that all Governmental  Action,  if any,  required prior to the
     consummation of such  transaction in connection with such  transaction have
     been obtained unless the failure to obtain such  Governmental  Action would
     not  have a  Material  Adverse  Effect  on  the  ability  of the  Surviving
     Corporation to perform its obligations under the Operative  Documents;  and
     the  Surviving  Corporation  shall  represent  and  warrant  to each of the
     Participants  and  shall  have  caused  to be  delivered  to  each  of  the
     Participants  an  opinion of  counsel,  in form and  substance.  reasonably
     satisfactory  to  each  of  the   Participants,   that  (x)  the  Surviving
     Corporation  is a  corporation  in  good  standing  in  the  state  of  its
     incorporation;  (y) all  documents  executed  and  delivered  by  Surviving
     Corporation  pursuant to this Section  20.03(b) have been duly  authorized,
     executed and  delivered by the Surviving  Corporation  and  constitute  the
     valid, legal and binding obligations of Surviving Corporation;  and (z) all
     of the  Operative  Documents  to which  Lessee  is a party  will,  upon the
     consummation  of  such  transaction,   be  the  valid,  legal  and  binding
     obligations  of  Surviving  Corporation,  subject in each case to customary
     exceptions for creditors' rights as well as such other customary exceptions
     as were contained in the legal  opinions  delivered  concurrently  with the
     execution and delivery of the Lease and the other Operative Documents being
     executed and delivered as of the date hereof;

          (iv)  Upon  the  consummation  of  such  transaction,   the  Surviving
     Corporation,  if other than Lessee,  shall  succeed to, and be  substituted
     for, and may exercise every right and power of, Lessee immediately prior to
     such transaction under each Operative  Document to which Lessee was a party
     immediately  prior to such  transaction,  with the  same  effect  as if the
     Surviving Corporation had been named herein and therein.

          (v)  After  giving  full  effect  to the  transaction,  the  Surviving
     Corporation  shall have a Lessee's Adjusted Net Worth at least equal to the
     Lessee's  Adjusted Net Worth prior to the  consummation of such transaction
     and a senior  long-term  unsecured  debt  rating by the Rating  Agencies at
     least equal to the following:



                                       51
<PAGE>


               (A) if Lessees s senior long-term  unsecured debt rating prior to
          such  transaction  is higher than or equal to A- by Standard & Poor's,
          or  the  equivalent  by  Moody's,  then  the  Surviving  Corporation's
          post-merger senior long-term unsecured debt rating must be equal to or
          higher than BBB+ by Standard & Poor's or the equivalent by Moody's;

               (B) if Lessee's senior  long-term  unsecured debt rating prior to
          the  merger is equal to or less than BBB+ by  Standard & Poor's or the
          equivalent by Moody's,  then the Surviving  Corporation's  post-merger
          senior  long-term  unsecured debt rating must be no less than the next
          lower level then the premerger rating, but in no event lower than BBB-
          by Standard & Poor's or the equivalent by Moody's, provided,  however,
          if the Lessee's  senior  long-term  unsecured debt rating prior to the
          merger is below  Investment  Grade,  then the Surviving  Corporation's
          post-merger long-term unsecured debt rating shall be no lower than the
          Lessee's senior  long-term  unsecured debt rating prior to the merger;
          and

               (C) if Lessee is unrated prior to the merger,  then the Surviving
          Corporation  shall have an Adjusted Net Worth equal to the  pre-merger
          Adjusted Net Worth of Lessee.

                                   ARTICLE XXI

                             [INTENTIONALLY OMITTED]



                                  ARTICLE XXII

                LESSOR REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 22.01. Representations and Warranties

     The Lessor  represents and warrants to Lessee and each Participant that the
following are true and correct as of the date hereof:

     (a) Due Organization; Lessor is a Delaware limited liability company and is
duly  organized and validly  existing and in good standing under the laws of the
State of Delaware and the  jurisdiction in which the Property is located and has
the power and authority to enter into and perform its obligations  under each of
the Operative Documents to which it is a party.

     (b) Due  Authorization:  No Conflict.  Each of the  Operative  Documents to
which Lessor is a party has been duly authorized by all necessary  action on the
part of Lessor  and has been  duly  executed  and  delivered  by Lessor  and the
execution,  delivery and performance  thereof by Lessor will not (i) require any
approval  of the  membership  of  Lessor,  other  than  approvals  as have  been
obtained,  (ii)  contravene  any  Applicable  Law  binding  on  Lessor  or (iii)
contravene  or result  in a breach of or  constitute  a default  under  Lessor's
organizational documents or operating



                                       52
<PAGE>


agreement, or any indenture, judgment, order, mortgage, Note Purchase Agreement,
contract,  lease or other  agreement or instrument to which Lessor is a party or
by which  Lessor is bound,  or result in the  creation  of any Lien  (other than
pursuant to the Operative Documents) upon any of the property of Lessor.

     (c)  Governmental  Actions.  All  Governmental  Actions and other consents,
approvals, waivers,  registrations,  authorizations and other action required or
necessary or prudent pursuant to any legal  requirement or contract,  indenture,
instrument  or  agreement to which Lessor is a party or its property is bound in
connection  with the  execution,  delivery  and  performance  by  Lessor  of the
Operative Documents to which it is a party, has been obtained, given or made.

     (d)  Enforceability.  Each of the Operative Documents to which Lessor is or
is to become a party  constitutes  the legal,  valid and binding  obligation  of
Lessor,  enforceable against Lessor in accordance with the terms thereof, except
as  enforceability  may  be  limited  by  bankruptcy,   moratorium,   fraudulent
conveyance,  insolvency,  equitable  principles  or similar laws  affecting  the
enforcement of creditors' rights in general.

     (e) Investment Company.  Lessor is not an "investment company" or a company
"controlled  by" an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended.


     (f) No  Litigation.  There  is no  action  or  proceeding  pending  or,  to
Lessor's. knowledge, threatened, to which it is or will be a party.

     (g) Use of Proceeds.  Except as  expressly  contemplated  by the  Operative
Documents,  the  proceeds  of the Loans  from the  Holders  shall not be used by
Lessor for any purpose  other than to finance the  acquisition  of the  Lessor's
purchase of the Property (excluding the Equipment), and fees, expenses and other
disbursements related thereto and the transactions contemplated by the Operative
Documents.

     (h) Securities Matters. Neither Lessor, nor any Person authorized by Lessor
to act on its behalf has offered or sold any membership in Lessor,  the Notes or
in any other security,  the offering of which for the purposes of the Securities
Act would be  deemed  to be part of the same  offering  as the  offering  of the
aforementioned  securities to, or solicited any offer to acquire any of the same
from, any Person,  other than in the case of the membership interests of Lessor,
First Union Development Corporation, and in the case of the Notes, the Agent and
the Holders;  and neither  Lessor nor any Person  authorized by Lessor to act on
its behalf  will take  action  that would  subject,  as a direct  result of such
action alone,  the issuance or sale of any of the  aforementioned  securities to
the provisions of Section 5 of the Securities Act.

     (i)  Principal  Place of Business.  Lessor's  principal  place of business,
chief executive office and the office where the documents,  accounts and records
relating to the transactions contemplated by this Lease and each other Operative
Document are kept are located at One First Union  Center,  TW-6,  Charlotte,  NC
28288-0166,  Attn:  Abizar  Rangwala.  Vice  President,  facsimile  number (704)
383-8108, with a copy to: Timothy Danello, Senior Vice President and



                                       53
<PAGE>


Assistant General Counsel,  First Union  Corporation,  301 South College Street,
NC0630, Charlotte, NC 28288-0630, facsimile number (704) 383-0649.

     (j) Lessor Liens.  The Property is free and clear of all Lessor Liens other
than any Lessor Liens contemplated by the Operative Documents.

     (k) Single Purpose Entity. Lessor is a Single Purpose Entity.

     Section 22.02. Lessor Covenants.

     (a) No  Amendment.  Without the consent of Lessee,  Agent and Head  Lessor,
Lessor shall not cause or permit an amendment to the articles of organization or
operating agreement of Lessor,  except for amendments of a purely ministerial or
administrative nature.

     (b) Transfer.  Except as provided below, without the consent of the Lessee,
Agent and Head  Lessor,  Lessor  shall  restrict  each  member  of  Lessor  from
transferring  all or any portion of its right,  title and interest in and to the
Lessor unless:

          (i) such  transferee  is a United  States person within the meaning of
     Section  7701(a)(30)  of the Code or otherwise is exempt from U.S.  federal
     income tax withholding requirements as of the date of transfer;

               (ii) no  transferee  shall be or shall  have been in a lawsuit or
          other adversarial  proceeding against Lessor, Agent, any Holder or any
          Affiliate of the foregoing  within the immediately  preceding ten (10)
          year period prior to the transfer;

               (iii)  such  transferee  shall  execute  a  joinder,   assumption
          agreement or the  operating  agreement of Lessor  pursuant to which it
          agrees to undertake all covenants and  obligations  of the  transferor
          arising after the date of such transfer,  including without limitation
          those obligations arising under the Indemnity Agreement, and agrees to
          be bound by the  restrictions  on transfers  set forth in this Section
          22.02;

               (iv) such transfer will not  contravene or violate any Applicable
          Law, including the Securities Act;

               (v) the transferor shall have given at least ten (1O) days' prior
          notice to Lessee, Agent and Head Lessor of such transfer; and

               (vi) at the date of any transfer, the transferor shall certify to
          each of  Lessee,  Agent and Head  Lessor  that the  conditions  to the
          proposed  transfer  prescribed  by this Section 22.02 to be met by the
          transferor or the transferee respectively, have been satisfied.

               (c) Tax  Matters.  Lessor  covenants  that its  status  shall not
          result in a Loss or Income Inclusion to Head Lessor,  and Lessor shall
          not take any action that would result in the inaccuracy



                                       54
<PAGE>


of any  representations  and  warranties  contained in Section  19.03(b) if such
representations and warranties were deemed to have been made by it.


                                  ARTICLE XXIII
                           SUBSTITUTION OF PROPERTIES

     Section 23.01. Criteria for a Substitute Property.

     Subject  to the  following  conditions,  Lessee  shall  have  the  right as
described in Section 12.01(c) to offer to Lessor to substitute under this Lease
the Property after a Casualty. In any such instance in which Lessor has accepted
such offer,  Lessee may withdraw  from this Lease the Property  (for purposes of
this Article,  a "Withdrawn  Property"),  and substitute  therefore a Substitute
Property, such right on the part of Lessee shall be subject to Section 21.02 and
the following:

     (a) the Fair  Market  Sales  Value  and  Fair  Market  Rental  Value of the
Substitute Property (taking into account  individually in such determination the
separate  property  that will  comprise  the  Equipment,  which must have a Fair
Market Sales Value, Fair Market Rental Value,  utility and remaining useful life
as  the  portion  of the  Equipment  constituting  a  portion  of the  Withdrawn
Property)  (assuming  compliance  with the Lease)  must be at least equal to the
Fair Market Sales Value and Fair Market Rental Value of the  Withdrawn  Property
as of the date  immediately  preceding  the  date of  Casualty  or  Condemnation
(assuming compliance with the Lease and assuming that it is unencumbered by this
Lease), which Fair Market Sales Values and Fair Market Rental Values shall be as
determined by the Appraisal Procedure;

     (b) the Fair Market Sales Value (Dark) of the  Substitute  Property must be
at least equal to the Fair Market Sales Value (Dark) of the  Withdrawn  Property
as of the scheduled  maturity  date of the Notes,  which Fair Market Sales Value
(Dark) shall be as determined by the Appraisal Procedure;

     (c) the remaining useful life of the Substitute  Property shall be at least
equivalent to the remaining "useful life" of the Withdrawn Property (which shall
be separately determined with respect to any Head Lessor Property), as detemined
by the  Appraisal  Procedure  (and  calculated  prior  to the  Event of Loss and
assuming compliance with this Lease);

     (d) to the extent not considered by the Appraisal Procedure, the Substitute
Property and each  component  thereof  shall be free of any  liabilities,  title
defects,  and other  conditions  that would  adversely  affect  such  Substitute
Property's fair market value;

     (e) notwithstanding  anything to the contrary contained herein, in no event
shall Lessee have the right to offer to substitute a Substitute Property for the
Property  if a Lease  Event of  Default  exists or a Lease  Default  shall  have
occurred and be continuing or giving effect to the substitution will occur or if
such  substitution  would  adversely  affect any rights of any parties having an
interest  in  the  residual  value  insurance  policy  issued  by FSL  Group  in
connection with the closing of the Overall Transaction;



                                       55
<PAGE>


     (f) the transaction shall constitute a tax-free exchange under Section 1031
of the Code which will result in no adverse tax  consequence  to any  Indemnitee
(in each case as determined by such  Indemnitee) and further shall not result in
any adverse  accounting  treatment to any Indemnitee (in each case as determined
by such Indemnitee);

     (g) the  exercise  of  ownership  rights  with  respect  to the  Substitute
Property by Lessor (and with respect to the Equipment  constituting a portion of
such  Substitute  Property  ownership  rights of Head Lessor) and the ability of
Agent,  Lessor  and Head  Lessor  to  exercise  rights  and  remedies  under the
Operative  Documents in the  jurisdiction  in which the  Substitute  Property is
located  shall in all  respects  be  similar,  or no less  favorable,  than such
ability  to  exercise  rights  and  remedies  in the  jurisdiction  in which the
Withdrawn Property is located;

     (h) such Substitute  Property is located in the  continental  United States
and is acceptable to the Lessor,  and on the date on which the  substitution  is
effected  the  Substitute  Property is in a  condition  that  complies  with all
applicable requirements of this Lease and the Debt Documents with respect to the
Substituted Property;

     (i) the  transactions  contemplated in connection with the  substitution of
the  Withdrawn  Property  for the  Substitute  Property  shall  not  expose  any
Indemnitee to a risk of any Claim materially  different or in excess of the risk
of exposure to any such Claim with respect to the Withdrawn Property,  and in no
event shall expose any Indemnitee to any unindemnifted Claim; and

     (j) prior to the proposed  substitution Lessee shall execute and deliver to
FSL Group and Agent (i) a copy of the "Phase I" environmental  assessment report
described  in ss.  23.02(b)  hereto,  (ii) a copy  of a  final  as-built  survey
described in ss. 23.02(e) hereto,  and (iii) a copy of a title commitment issued
by the relevant title  insurance  company,  each of which shall be acceptable to
FSL Group and Agent and each  naming FSL Group and Agent as a party  entitled to
rely thereon.

     Section 23.02. Lessee and Lessor Deliveries.

     In connection with any  substitution of the Property,  Lessee shall execute
(where  appropriate)  and deliver to Lessor for Lessor's  review and approval in
Lessor's reasonable direction:

     (a) title insurance  policies insuring Lessor's and the Agent's interest in
the Substitute  Property and the Mortgage Lien on such Substitute  Property with
no  exceptions   other  than  Permitted   Liens  (provided  that  all  Permitted
Encumbrances  shall be  acceptable to Agent and Head  Lessor),  title  insurance
exceptions  comparable to those  permitted  with respect to the Properties as of
the Closing Date and other  exceptions  satisfactory  to Agent,  Lessor and Head
Lessor;

     (b) a "Phase I" Environmental  Site Assessment report in form substantially
similar to the form of such report  delivered to Lessor on or before the Closing
Date in respect of the Properties and in substance satisfactory to Lessor;



                                       56
<PAGE>


     (c) a report by an engineering firm or consultant  describing the condition
of the Substitute Property, satisfactory in form and substance to Lessor;

     (d) an amendment to this Lease and any memorandum  hereof duly executed and
acknowledged in form and substance  satisfactory to Lessor and Lessee to replace
the description of the Withdrawn Property with the description of the Substitute
Property and to correct  Exhibit B and such other  amendments as may be required
to the other  Operative  Documents  or  otherwise  reasonably  requested  by any
Participant;

     (e) a copy of a final as-built survey of the Substitute Property,  dated as
of recent  date,  satisfactory  in form and  substance to Lessor and meeting the
survey  requirements  employed in connection  with Lessor's  acquisition  of the
Withdrawn Property;

     (f)  certificates  of  insurance,  if any,  required  with  respect  to the
Substitute Property pursuant to the terms of this Lease;

     (g) one or more  appraisals  by a  Qualified  Appraiser  of the  Substitute
Property  acceptable  to Lessor  and  Agent and  containing  such  opinions  and
covering such matters similar to those delivered in appraisals  delivered on the
Closing Date as Lessor and Agent may request;

     (h) a deed  conveying  fee title to the  Substitute  Property  executed and
delivered in favor of Lessor and in substance  (with respect to  warranties,  if
any) substantially  similar to the deeds delivered to Lessor on the Closing Date
with respect to the Withdrawn Property;

     (i) a bill of sale with respect to the portion of the  Substitute  Property
constituting  Equipment  executed  and  delivered in favor of Head Lessor and in
substance (with respect to warranties, if any) substantially similar to the Bill
of Sale delivered to Head Lessor on the Closing Date with respect to the portion
of the Withdrawn Property constituting Equipment;

    (j) a  legal  opinion  relating  to the  due  authorization,  execution  and
delivery of the amendment to the Lease,  deed, bills of sale and other documents
required to be  delivered in  connection  herewith,  respectively,  in each case
substantially  similar to the opinions of counsel  delivered  to Lessor,  Agent,
Head Lessor and other parties on the Closing Date;

     (k) a deed with  covenants  against  grantor's  acts and other  affidavits,
documents and  certificates  appropriate to convey the Withdrawn  Property on an
"as-is" basis in favor of Lessee or its designee;

     (I) a  satisfaction  of  mortgage,  a  release  of  lien,  UCC  termination
statements and other  documents  appropriate  to release the Withdrawn  Property
from the liens created by the Debt Documents, in each case in form and substance
satisfactory to the Agent in its reasonable discretion;

     (in) a bill of sale and UCC termination  statements  sufficient to transfer
to Lessee or its designee the  Equipment  free and clear of Lessor Liens arising
through  the Head  Lessor in form and  substance  satisfactory  to the  relevant
Participants,  such  conveyance  to  be  on an  "as-is"  basis;



                                       57
<PAGE>


     (n) a certificate of Lessee stating that all representations and warranties
in Section 20.01 of this Lease are true and correct in all material  respects as
of the date of substitution with respect to the Substitute Property;

     (o) the  filing of Debt  Documents  in form and  substance  similar  to the
original Debt Documents,  except to the extent required to meet local custom and
Applicable  Laws in the  jurisdiction  in  which  such  Substitute  Property  is
located;

     (p) the filing of UCC financing statements against such parties and in such
jurisdictions as may be required by Agent and relevant Participants; and

     (q) satisfaction of any other conditions precedent required to be satisfied
in  connection  with the  original  acquisition  of the  Withdrawn  Property and
satisfaction of such other conditions precedent,  including the delivery of such
other  documents,  agreements,   certificates,  reports  and  opinions  and  the
providers thereof, as may be reasonably required by the relevant Participants.

     All of the  foregoing  (including  the  providers  thereof)  shall  also be
submitted to and be subject to the  reasonable  approval of the Lessor and other
relevant Participants.  All reports and other information required under Section
23.02 shall name the Lessor and its assigns as parties entitled to rely thereon.

     The Lessor and other relevant  Participants shall have forty-five (45) days
in which to  consent  to the  foregoing  deliveries.  The  failure  of Lessor to
respond within such 45-day period shall be deemed rejection. The closing for the
transfer  of the  Withdrawn  Property  and  the  acquisition  of the  Substitute
Property  shall occur at a time which is mutually  acceptable  to Lessee and the
relevant  Participants.  Upon Lessee's satisfaction of Sections 23.01 and 23.02,
Lessor shall,  within two (2) Business Days after its approval of any instrument
delivered in  accordance  with the above  provisions  of this Article  XXIII for
execution  and  delivery,  by Lessor,  execute and deliver  such  instrument  to
Lessee.  If  Lessor  shall  object  (or be  deemed to  object)  to any  proposed
Substitute  Property then Lessee may submit an alternative  proposed  Substitute
Property,  and,  in that event,  the period  within  which  Lessee must effect a
substitution hereunder shall be extended for an additional forty-five (45) days;
Lessee may in good  faith  submit  successive  alternative  proposed  Substitute
Properties  and shall be  entitled  to  extensions  of the period  within  which
substitutions  must be effected in accordance with the above  provisions of this
Section.

     In  connection  with any  Withdrawn  Property and  Substitute  Property (or
proposed Substitute Property) Lessee shall pay on demand to (i) such Participant
an  amount  equal to the  reasonable  expenses  of such  Participant,  including
reasonable  attorneys'  fees and  expenses  incurred  in  connection  with  such
Withdrawn Property or Substitute Property, and a reasonable  underwriting fee to
the Holders and (ii) FSL Group an amount equal to the reasonable expenses of FSL
Group,  including reasonable attorneys' fees, internal and external underwriting
costs,  and any other  costs  related  to the  preparation  and  issuance  of an
endorsement  to  any  insurance   policy   provided  to  Lessee  by  FSL  Group.
Notwithstanding  anything herein to the contrary,  Lessee shall Indemnitee each
Indemnitee  in connection  with the  transactions  contemplated  by this Article
XXIII, whether or not any such transactions are consummated.



                                       58
<PAGE>


                                  ARTICLE XXIV

                               PURCHASE PROCEDURE

     Section 24.01. Purchase Procedure.

     In the event of the purchase of Lessor's interest in the Property by Lessee
pursuant  to any  provision  of this  Lease,  the terms and  conditions  of this
Section 24.01 shall apply.


          (a) On the Closing Date fixed for the purchase of Lessee's interest in
     the Property:

          (i) Lessee shall pay to Lessor,  in lawful money of the United States,
     at Lessor's address, hereinabove stated or at any other place in the United
     States which Lessor may designate  (or, if assigned,  to Lessor's  assignee
     and to such account and in such manner as provided by such  assignee),  the
     applicable purchase price;

          (ii) Lessor shall execute and deliver to Lessee a deed with  covenants
     against  grantor's  acts,   assignment  and/or  such  other  instrument  or
     instruments as may be appropriate,  which shall transfer  Lessor's interest
     in the  Property,  subject  to,  (A)  Permitted  Liens,  (B)  Lessor  Liens
     attributable  to Lessor  attaching to the  Property  after the Closing Date
     which shall not have been created or caused by Lessor (unless  consented to
     by Lessee),  (C) all Applicable Laws, and, (D) if such purchase is pursuant
     to Article XII or in other  circumstances  where the obligations  under the
     Loan Documents are required to be fully paid,  free of the liens created by
     the Debt Documents; and

          (iii)  If  the  Equipment  is  being   acquired  as  a  part  of  such
     transaction, Head Lessor shall execute and deliver to Lessee a bill of sale
     transferring  the  Equipment  to Lessee  free and  clear of  Lessor  Lien's
     attributable  to Head Lessor  attaching to the Equipment  after the Closing
     Date  (which  shall not have  been  created  or  caused  by  Lessor  unless
     consented to by Lessee), and such transfer shall be "as-is," "where-is" and
     in then-present physical condition.

          (iv) Upon receipt by Lessor, Agent, each Holder and Head Lessor of all
     amounts due such Persons  under any Operative  Documents,  each such Person
     shall execute and deliver such other  instruments of conveyance,  releases,
     UCC termination  statements,  affidavits and other documents and agreements
     as may be reasonably required to consummate the conveyance of the Property,
     all in  form  and  substance  as is  reasonably  acceptable  to the  Person
     required to execute and deliver the same.

     (b) Lessee shall pay all reasonable costs, charges and expenses incident to
such transfer,  including,  without  limitation,  all survey costs, title report
costs,  recording fees,  transfer taxes,  title insurance  premiums and federal,
state and local taxes if  applicable  but  excluding net income taxes (except to
the  extent  relevant  in  measuring  damages  in the  case of a Lease  Event of
Default).



                                       59
<PAGE>


                                   ARTICLE XXV
                          TRANSFER OF LESSOR'S INTEREST


     Section 25.01. Permitted Transfer.

     Subject to Article IV,  Lessor may transfer  all, but not less than all, of
its right,  title and interest in and to the Property  (including  its leasehold
interest  in the  Equipment)  and its  rights  under  this  Lease  and the other
documents relating thereto with respect to such Property, on the following terms
and conditions,  each of which shall be satisfied prior to the effective date of
the transfer  (other than a transfer by a deed-in-lieu of foreclosure or similar
transfer  made in  connection  with an  exercise  of  remedies  under  the  Debt
Documents):

     (a) with respect to a transfer of the  Property,  the Lease or any interest
therein, the transferee must be a Person that shall be able to represent that it
is a Single Purpose Entity,  which shall be true (and the transferee  shall make
such   representations  and  warranties  to  Lessee  immediately  prior  to  the
effectiveness of the closing of such transfer);

     (b)  such  transfer  shall  be in  compliance  with  the  terms of the Note
Purchase  Agreement and with Applicable  Laws, shall comply with and not violate
any provisions of the Head Lease and shall not create a relationship which would
violate Applicable Laws;

     (c) such  transferee  shall  execute  a  joinder  or  assumption  agreement
pursuant to which it agrees to undertake all the covenants  and  obligations  of
Lessor under the Operative  Documents  arising after the date of transfer,  such
joinder  or  assumption  agreement  to  be  in  form  and  substance  reasonably
satisfactory to Lessee and other relevant Participants,  and such transferee and
the equity  owners  thereof  shall  execute an  indemnity  agreement in form and
substance similar to the Indemnity Agreement;

     (d) such  transferee  is a "United  States  person"  within the  meaning of
Section  7701(a)(30) of the Code or otherwise is exempt from U.S. federal income
withholding requirements as of the date of the transfer.  Neither the transferee
nor any member or equity owner thereof or any  Affiliate  shall be or shall have
been  in a  lawsuit  or  other  adversarial  proceeding  against  Lessee  or any
Affiliate  within the immediately  preceding ten (10) years prior to the date of
the transfer;

     (e) such  transfer  will not  contravene  or violate  any  Applicable  Law,
including the Securities Act;

     (1) the transferor  shall have given at least sixty (60) days' prior notice
to Lessee,  Agent and Head Lessor of such  transfer,  which notice shall contain
such  information  and  evidence as shall be  reasonably  necessary to establish
compliance  with this Article XXV and the name and address of the transferee for
notices;

     (g) the transferor and the transferee  shall each have delivered to Lessee,
Agent,  FSL Group (if required) and Head Lessor an Officer's  Certificate to the
effect that the conditions to



                                       60
<PAGE>


the proposed transfer prescribed by this Article XXV to be met by the transferor
or the transferee, respectively, have been satisfied;

     (h) the transferor and the transferee  shall pay all expenses in connection
with such transfer, including reasonable attorneys' fees and expenses;

     (i) to the extent  required  under the  documents  evidencing  the residual
guaranty  provided  by FSL Group on behalf of the  Holders,  the  consent of FSL
Group shall have been provided; and

     (j) the Lessee shall have ratified and reaffirmed its obligations hereunder
in a form substantially similar to that in Exhibit D attached hereto.

     Notwithstanding  anything herein to the contrary, the obligations set forth
above  shall  not apply to any sale or other  transfer  of the  Property  or any
portion  thereof  otherwise  permitted  pursuant  to the terms of this Lease and
shall not apply in connection with the exercise of remedies after the occurrence
of an Event of Default.

     Section 25.02. Effects of Transfers.

     From and after any transfer  effected in accordance  with this Article XXV,
the transferor shall be released,  to the extent of the interest transferred and
the obligations assumed by the transferee,  from its liability arising after the
date of such transfer  hereunder and under the other  documents to which it is a
party  relating to the  interests  being  transferred.  Such release shall be in
respect of obligations (that are assumed by the transferee)  arising on or after
the date of such transfer.  Upon any transfer by Lessor as above  provided,  any
such transferee  shall be deemed the "Lessor" for all purposes of such documents
and each  reference  herein to Lessor shall  thereafter be deemed a reference to
such transferee for all purposes,  except as provided in the preceding sentence.
Lessee  agrees  to  execute  any and all  documents  reasonably  appropriate  to
effectuate the contemplated transfer by Lessor,  including,  without limitation,
an amendment to this Lease providing that the new Lessor shall be Lessor and the
existing Lessor shall be released from its liabilities arising after the date of
such transfer.


                                  ARTICLE XXVI

                              PERMITTED FINANCING

     Section 26.01. Financing During Term.

     Lessee  hereby  expressly  consents  to the  Lien  imposed  in favor of the
Indebtedness  pursuant to the Debt Documents and such  Indebtedness as in effect
on  the  date  hereof.  In  connection  with  any  refinancing  of  the  initial
Indebtedness  during the Base Term and during any Renewal Term,  Lessor shall be
free to encumber the Property to the extent not violative of any other Operative
Document;  provided,  that  under no  circumstances  shall  there be any  second
mortgage or  subordinated  financing  nor shall any such  refinancing  adversely
affect the rights and  privileges of Lessee under this Lease in any respect,  or
increase the nature, scope or amount of



                                       61
<PAGE>


any  obligations  of  Lessee  in  excess  of  those  existing  prior to any such
refinancing or increase the nature,  scope or amount of any payment  obligations
of Lessee in excess of those existing prior to any such  refinancing;  provided,
further Lessee  acknowledges  that an increase in the principal  amount over the
principal outstanding on the Indebtedness, an increase in the interest rate over
the  interest  rate  applicable  to the  Notes,  the  imposition  of  additional
covenants on the Lessor over  covenants  in the Debt  Documents,  additional  or
different  provisions  relating to events of default,  remedies,  late  charges,
default rate interests, intercreditor matters and other covenants and provisions
that do not alter the terms and  conditions of this Lease shall not be deemed to
violate the foregoing proviso. In connection with any refinancing,  Lessee shall
not be obligated for any  make-whole  premium or similar amount in excess of its
obligations  related  to  Make-Whole  Premium  as  if no  refinancing  occurred.
Further,  any such  refinancing  shall  not  adversely  affect  the  rights  and
privileges of Head Lessor under the Head Lease or any Operative Document without
the  consent  of the  Head  Lessor.  Any  refinancing  shall be  subject  to the
implementation of an intercreditor  arrangement in form and substance acceptable
to the relevant  Participants and evidenced by documentation  acceptable to each
relevant Participant and the new lenders. Lessee and its Affiliates will have no
obligation  to amend this Lease or any other  Operative  Documents to facilitate
such  refinancing   (except  to  amend  the  definitions  of  "Debt  Documents,"
"Holders,"  "Indebtedness,"  "Mortgage,"  "Note,"  "Agent,"  etc.  to  mean  the
replacement  documents,  the new lender, the new indebtedness and the references
to the  sections  therein  and to make  any  other  amendments  required  by the
relevant parties that do not violate the provisions of this Section 26.01);  but
shall execute and deliver a subordination and attornment agreement to any lender
to Lessor  permitted by the above terms of this Section 26.01 if such  lender(s)
shall in turn deliver a.  nondisturbance  agreement to Lessee, in each case with
terms substantially  similar to the SNIDA. Lessee agrees to reasonably cooperate
with any  refinancing by Lessor  permitted  hereunder.  Such  cooperation  shall
include,  without  limitation,  (i)  naming  such new  lender(s)  as  Additional
Insured(s);  and (ii) subject to such  lenders  entering  into an  intercreditor
agreement in form and substance acceptable to the relevant Participants,  making
payments of Base Rent and/or  Supplemental  Rent to or at the  direction of such
lender(s).

     Notwithstanding  anything herein to the contrary,  Lessee acknowledges that
the maturity of the financing  under the Debt Documents is twenty-two (22) years
from the commencement of the Base Term. In the event that the Lessee has elected
any Renewal  Term, it shall be necessary for the Lessor to arrange a refinancing
in order to  preserve  its  equity or  residual  interest  in the  Property.  To
facilitate such required refinancing, Lessee, at the cost and expense of Lessor,
shall  cooperate  with  Lessor  in  order to  consummate  a  refinancing  of the
Indebtedness. In that regard, the Lessee shall not take any discretionary action
that would interfere or adversely  affect in any material respect the ability of
the  Lessor to  refinance  such  Indebtedness,  provided  that a  nondisturbance
agreement  in form and  substance  substantially  similar  to the  SNDA  will be
executed and delivered by the replacement agent and holders.

     Section 26.02. Counterparts, Memorandum.

     This Lease may be simultaneously executed in multiple counterparts, each of
which,  when so executed and  delivered,  shall  constitute  an original,  fully
enforceable  counterpart  for all  purposes.  Lessee  and  Lessor  agree  that a
memorandum  of this Lease  (and any  amendment  hereof)  shall be  executed  and
recorded,  at Lessee's expense, in the land records of the jurisdiction in which
the Property is situate.



                                       62
<PAGE>


                                  ARTICLE XXVII

                                  MISCELLANEOUS

     Section 27.01. Binding Effect: Successors and Assigns Survival.

     The terms and  provisions  of this  Lease,  and the  respective  rights and
obligations  hereunder  of  Lessor  and  Lessee,  shall be  binding  upon  their
respective successors, legal representatives and assigns (including, in the case
of Lessor, any Person to whom Lessor may transfer the Property) and inure to the
benefit of their  respective  permitted  successors and assigns,  and the rights
hereunder of the Agent shall inure (subject to such  conditions as are contained
herein) to the benefit of its permitted successors and assigns. Each Participant
and other  Person  referred to herein as an  Indemnitee  are intended to be, and
shall be third  party  beneficiaries  under this  Lease.  Without  limiting  the
foregoing,  each such  Person  shall be  entitled  to enforce  provisions  under
Article XIX to the extent any Claim is made against it.

     Section 27.02. Quiet Enjoyment.

     Lessor  covenants  that,  so long as Lessee  shall  faithfully  perform the
agreements,  terms and conditions of this Lease,  Lessee shall and may peaceably
and quietly have,  hold and enjoy the Property for the Lease Term hereby granted
without molestation or disturbance by or from Lessor, free of any encumbrance or
lien granted by Lessor except for Permitted Liens and Permitted Encumbrances.

     Section 27.03. Notices.

     Unless  otherwise  specifically  provided  herein,  all notices,  consents,
directions, approvals, instructions,  requests and other communications required
or  permitted  by the terms hereof to be given to any Person shall be in writing
sent to either (i) that  Person's  Address,  and a copy thereof shall be sent to
each Person to receive a copy  pursuant to the  definition  of  "Address,"  by a
nationally  recognized  overnight courier service,  and any such notice shall be
deemed  received one (1) Business Day after delivery to a nationally  recognized
courier service specifying overnight delivery, or (ii) that Person's fax number,
and a second copy  thereof  shall be sent to each  Person  required to receive a
copy  pursuant  to the  definition  of  "Address,"  by a  nationally  recognized
overnight courier service,  specifying overnight delivery, prepaid, and any such
notice shall be deemed  received  after the earlier of (x) the  confirmation  of
receipt  of such  fax,  or (y) one (1)  Business  Day  after  delivered  to such
courier.  From time to time any party may  designate a new Address or fax number
for purposes of notice  hereunder by giving  fifteen (15) days'  written  notice
thereof to each of the other parties  hereto.  All notices given hereunder shall
be irrevocable unless expressly specified otherwise.

     Section 27.04. Severability.

     Any provision of this Lease that shall be prohibited  or  unenforceable  in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof  and  any  such  prohibition  or   unenforceability   in  any
jurisdiction shall not invalidate or render unenforceable such provision in



                                       63
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any other jurisdiction, and each party hereto shall remain liable to perform its
obligations  hereunder  except to the  extent of such  unenforceability.  To the
extent  permitted by Applicable  Law,  Lessee hereby waives any provision of law
that renders any provision hereof prohibited or unenforceable in any respect.

     Section 27.05. Amendments, Complete Agreements.

     Neither this Lease nor any of the terms hereof may be terminated,  amended,
supplemented,  waived  or  modified  orally,  but  may be  terminated,  amended,
supplemented,  waived or modified only by an instrument in writing signed by the
party against which the enforcement of the termination,  amendment,  supplement,
waiver  or  modification  shall be  sought  and by the  Agent  and  Head  Lessor
(provided  that the  consent of the Agent  shall not be  required  to the extent
relating  solely to the Head Lease) (or its  successors  and/or  assigns).  This
Lease is intended by the parties as a final  expression of their lease agreement
and  as  a  complete  and  exclusive   statement  of  the  terms  thereof,   all
negotiations, considerations and representations between the parties having been
incorporated  herein. No  representations,  undertakings or agreements have been
made or relied  upon in the making of this Lease  other than those  specifically
set forth in the  Operative  Documents  and the  deliveries  made in  connection
therewith.

     Section 27.06. Headings.

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

     Section 27.07. Governing Law.

     This Lease shall be governed by, and construed in accordance with, the laws
of the State in which the Property is situated.

     EACH PARTY HERETO SUBMITS TO  NON-EXCLUSIVE  PERSONAL  JURISDICTION  IN THE
STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED
IN THE STATE OF NEW YORK (AND ANY APPELLATE COURTS TAKING APPEALS THEREFROM) FOR
THE  ENFORCEMENT OF SUCH PERSON'S  OBLIGATIONS  HEREUNDER AND WAIVES ANY AND ALL
PERSONAL  RIGHTS  UNDER  THE LAW OF ANY OTHER  STATE TO  OBJECT TO  JURISDICTION
WITHIN  SUCH  STATE  FOR  THE  PURPOSES  OF SUCH  ACTION,  SUIT,  PROCEEDING  OR
LITIGATION  TO ENFORCE  OBLIGATIONS  OWING TO ANY PERSON  HEREUNDER.  EACH PARTY
HERETO HEREBY  WAIVES AND AGREES NOT TO ASSERT AS A DEFENSE IN ANY ACTION,  SUIT
OR  PROCEEDING  ARISING  OUT OF OR  RELATING  TO THIS  LEASE  (A) THAT IT IS NOT
SUBJECT TO SUCH JURISDICTION OR THAT SUCH ACTION,  SUIT OR PROCEEDING MAY NOT BE
BROUGHT OR IS NOT  MAINTAINABLE IN THOSE IN THOSE COURTS OR THAT IT IS EXEMPT OR
IMMUNE FROM EXECUTION,  (B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT  FORUM OR (C) THAT THE VENUE OF THE ACTION,  SUIT OR  PROCEEDING IS
IMPROPER. EACH PARTY



                                       64
<PAGE>


HERETO  HEREBY  EXPRESSLY  WAIVES  ANY AND ALL  RIGHTS  TO TRIAL BY JURY IN ANY
ACTION OR PROCEEDING RELATED TO THE ENFORCEMENT OF THIS LEASE.

     THE PARAGRAPH  SET FORTH ABOVE SHALL APPLY TO ANY SIGNATORY  HERETO AND THE
SUCCESSORS AND ASSIGNS OF ANY PARTY OR SIGNATORY HERETO.

     Section 27.08. Estoppel Certificates.

     Each party hereto  agrees that at any time and from time to time during the
Lease Term (but on no more than two occasions  during each Lease Year),  it will
promptly,  but in no event later than ten (10) days after  receipt of request by
the other party hereto,  execute,  acknowledge and deliver to such other party a
certificate  in the form of  Exhibit C attached  hereto  (in each  case,  to the
extent  the  items  set  forth   therein  are  true  as  of  the  date  of  such
certification).  In addition,  each party agrees to include in such  certificate
such other items as may be reasonably  requested under the circumstances  giving
rise to the delivery of such  certificate (in each case, to the extent the items
set  forth  therein  are  true  as of the  date  of  such  certification).  Such
certificate  may be relied  upon by any bona fide,  permitted  purchaser  of, or
mortgagee with respect to, Lessor's or Lessee's interest in the Property (direct
or indirect), or any prospective sublessee of Lessee in respect of the Property.

     Section 27.09. Easements.

     So long as no Lease  Default or Lease Event of Default has  occurred and is
then  continuing,  and provided that no such action could reasonably be expected
to have an adverse effect upon Lessee's ability to perform its obligations under
the Operative Documents, or on the Fair Market Rental Value or Fair Market Sales
Value of the Property (or any portion thereof, including the Equipment),  Lessor
will  join  with  Lessee  from time to time at the  request  of  Lessee  (and at
Lessee's sole cost and expense) to:

     (a) subject to the terms of Article XII, sell, assign,  convey or otherwise
transfer  an  interest  in any or all of  the  Property  to any  Person  legally
empowered to take such  interest  under the power of eminent  domain (and the to
extent  required with respect to the Equipment,  the Head Lessee will cause Head
Lessor to execute a bill of sale with  respect to the  Equipment,  to the extent
subject to such  eminent  domain  proceeding,  such bill of sale to be  "as-is,"
"where-is" and without representation or warranty other than a warranty as to no
Lessor Liens  arising under Head  Lessor),  and dedicate or transfer  unimproved
portions  of any or all or the  Property  for  road,  highway  or  other  public
purposes  so long as not  adversely  effecting  access  to or the  value  of the
Property;

     (b) upon  approval by Lessor,  which  approval  shall not  unreasonably  be
withheld, (i) grant new (or release existing) easements,  servitudes,  licenses,
rights of way and other rights and  privileges in the nature of easements,  with
respect to the  Property,  and (ii)  execute  amendments  to any  covenants  and
restrictions affecting the Property; and



                                       65
<PAGE>


     (c) execute and deliver any  instrument,  in form and substance  reasonably
acceptable  to Lessor (and to the extent  affecting  or having the  potential to
affect  the  Equipment,  in form and  substance  reasonably  acceptable  to Head
Lessor),  necessary or  appropriate  to make or confirm the grants,  releases or
other actions described above in Section 27.09(a) and Section 27.09(b).

     Section 27.10. No Joint Venture

     Any intention to create a joint  venture or  partnership  relation  between
Lessor and Lessee is hereby expressly disclaimed.

     Section 27.11 No Accord and Satisfaction.

     The  acceptance  by  Lessor or any  other  Person  of any sums from  Lessee
(whether as Rent or  otherwise)  in amounts  which are less than the amounts due
and payable by Lessee  hereunder is not  intended,  nor shall be  construed,  to
constitute an accord and  satisfaction,  or compromise,  of any dispute  between
such parties regarding sums due and payable by Lessee  hereunder,  unless Lessor
or any other Person specifically deems it as such in writing.

     Section 27.12. No Merger.

     In no event  shall the  leasehold  interests,  estates  or rights of Lessee
hereunder  or of the Agent or Head Lessor merge with any  interests,  estates or
rights of Lessor in or to any and all of the Property,  it being understood that
such leasehold  interests,  estates and rights of Lessee~ hereunder,  and of the
Agent or Head Lessor shall be deemed to be separate and distinct  from  Lessor's
interests,  estates and rights in or to the Property,  notwithstanding  that any
such  interests,  estates  or  rights  shall  at any time or times be held by or
vested in the same Person.

     Section 27.13. Lessor Bankruptcy.

     During the Lease Term the  parties  hereto  agree that if Lessee  elects to
remain in possession  of any and all of the Property  after the rejection of the
Lease by Lessor under Section 365(h) of the Bankruptcy Code all of the terms and
provisions of this Lease shall be effective  during such period of possession by
Lessee.

     Section 27.14. Naming and Signage of the Property.

     So long as no Lease Event of Default shall have occurred and be continuing,
Lessee  shall have the sole and  exclusive  right,  at any time and from time to
time, to select the name or names of the Property and the Improvements,  and the
sole and exclusive right to determine not to use any name in connection with the
Property,  as well as all rights in respect of signage for or in connection with
the Property,  in any case so long as in compliance with Applicable Laws, Lessor
shall not have or acquire any right or interest with respect to any such name or
names used at any time by Lessee,  or any trade name,  trademark service mark or
other intellectual property of any type of Lessee.



                                       66
<PAGE>


     Section 27.15. Investments.

     Any moneys held by Lessor (or by the Agent,  Servicer or Proceeds  Trustee)
pursuant to this Lease,  including  Sections  8.06 and 12.04,  except when there
exists a Lease Default or Lease Event of Default shall, until paid to Lessee, be
invested  by Lessor or, if the Debt  Documents  are in  effect,  by the Agent or
Proceeds Trustee, as the case may be, in Permitted Investments as directed by or
on behalf of Lessee. Any gain (including interest received) realized as a result
of any such investment (net of any fees, commissions,  Taxes and other expenses,
if any, incurred in connection with such investment) shall be retained with, and
distributed  and  re-invested  in the same  manner,  as the  original  principal
amount. None of Lessor,  Agent,  Servicer,  Proceeds Trustee or any other Person
(other than Lessee) holding,  investing and reinvesting monies at any time under
this  Lease  shall  have any  liability  for any  losses  arising  from any such
Permitted  Investments  or  reinvestments  and any losses  incurred  in holding,
investing and reinvesting  monies shall be subject to indemnity from Lessee.  At
such time as there no  longer  exists a  requirement  under  this  Lease for the
Lessor,  Agent or other  holder of any  proceeds to hold such  proceeds,  and no
Lease Default or Lease Event of Default is  continuing,  such amounts,  together
with any income  thereon,  shall be disbursed to Lessee or other Person entitled
thereto  pursuant to the  relevant  terms of the  Operative  Documents.

     Section 27.16. Further Assurances.

     Lessor and Lessee, at the cost and expense of the Lessee,  will cause to be
duly taken,  executed,  acknowledged  and  delivered  as promptly as  reasonably
practicable all such farther acts,  documents and assurances as any party to any
Operative  Document  reasonably  may request from time to time in order to carry
out more  effectively  the  intent  and  purposes  of this  Lease  and the other
Operative Documents.

     Section 27.17. Conveyance Expenses.

     All transfer taxes,  title insurance  premiums,  and other costs,  fees and
expenses  (including   reasonable  attorneys  fees  and  expenses)  incurred  in
connection  with the  transfer  of any or all of the  Property  to Lessee  under
Articles XI, XII,  XII] or XXIII or otherwise  arising under this Lease shall be
paid by Lessee.  All such  amounts  incurred  in  connection  with a transfer to
Lessee or its designee  under  Article IV shall be paid in  accordance  with the
terms of the relevant offer.

     Section 27.18. Independent Covenants.

     The  covenants  of Lessor and Lessee  herein are  independent  and  several
covenants and not  dependent on the  performance  of any other  covenant in this
Lease.

     Section 27~19. Lessor Exculpation.

     Anything  to the  contrary  in this Lease  notwithstanding,  the  covenants
contained  in this Lease to be  performed  by Lessor shall not be binding on any
member of Lessor.  Covenants of Lessor under this Lease are made for the purpose
of binding only all of Lessor's right, title and interest in and to the Property
and any proceeds thereof,  and, except as expressly  provided below, none of the
Lessor nor any of its Affiliates or any successors and assigns thereof shall



                                       67
<PAGE>


have any liability  under this Lease in excess of such Person's  interest in the
Property and the proceeds thereof. Lessor shall be fully liable to the extent of
its assets with  respect to (i) Lessor  Liens  arising by,  through or under the
Lessor or any  equity  owner  thereof  or (ii) any  breach of the  Lessor of its
covenants under Section 22.02,  25.01,  26.01 or 27.02 (to the extent the Lessor
acts at the written direction of the equity owner of Lessor).

     Section 27.20. Holding Over.

     Lessee  covenants  that if for any reason Lessee or any subtenant of Lessee
shall  fail to vacate  and  surrender  possession  of the  Property  or any part
thereof on or before the  applicable  return date or the  expiration  or earlier
termination of this Lease (the "Lease Expiration Date"), then Lessee's continued
possession  of the  Property  shall be as a tenant at  sufferance,  during which
time,  without prejudice and in addition to any other rights and remedies Lessor
may have hereunder or at law,  Lessee shall pay to Lessor an mount equal to: (a)
one  hundred  twenty-five  percent  (125%) of the total  monthly  amount of Rent
payable  hereunder  immediately  prior to such termination (the "Existing Rent")
for the first  thirty  (30) days during  which  Lessee  holds over,  and (b) one
hundred fifty percent of the Existing Rent  thereafter.  The  provisions of this
Section  shall  not in any way be  deemed  to (i)  permit  Lessee  to  remain in
possession of the Property after the Lease Expiration Date or sooner termination
of this Lease,  or (ii) imply any right of Lessee to use or occupy the  Property
upon  expiration  or  termination  of this Lease and no  acceptance by Lessor of
payments from Lessee after the Lease Expiration Date shall be deemed to be other
than on  account  of the  amount  to be paid by Lessee  in  accordance  with the
provisions  of this  Section.  Lessee's  obligations  under this  Section  shall
survive the expiration or earlier termination of this Lease.

     Section 27.21. Survival.

     All   representations   and  warranties  made  herein  and  all  indemnity,
reimbursement and other obligations arising hereunder relating to the payment of
costs  or  expenses  incurred  by any  Person  shall  survive  the  closing  and
termination of this Lease and shall be deemed to extend any  applicable  statute
of  limitations  to the extent that a third  party has made a Claim  against any
Person entitled to indemnity or  reimbursement  hereunder where such third party
is legally  entitled to bring any such Claim  under any  statute of  limitations
applicable thereto.

     Section 27.22. [INTENTIONALLY OMITTED]

     Section 27.23. Lease Subordinate.

     This Lease, the leasehold estate of Lessee created hereby and all rights of
Lessee  hereunder are and shall be subject and subordinate to the Mortgage,  the
Head Lease and all renewals,  modifications,  consolidations,  replacements  and
extensions  of the  Mortgage  and the Head Lease;  provided,  that the  relevant
parties shall have executed and delivered the SNDA.

     Section 27.24. Intent of Parties; Security Interest.

     The parties  hereto  intend for this Lease to  constitute  a true lease for
income tax purposes and for  purposes of  commercial  law. In the event that for
any reason this Lease shall not be



                                       68
<PAGE>


construed  to  constitute  a true lease and shall  constitute  a  financing  for
commercial  law or other  purposes,  the Lessee  hereby grants to Lessor a first
priority  security  interest  in and to the  Equipment  and  agrees to take such
action at its expense as may be  necessary,  prudent or  requested  by Lessor to
perfect  and  preserve  the first  priority  perfected  nature  of the  security
interest intended to be granted hereby.

     Section 27.25. Certain Rights of Agent.

     Notwithstanding  anything  to the  contrary  contained  in the Lease or any
other Operative Document, so long as any obligation of the Lessor under the Debt
Documents remains unsatisfied, the following provisions shall apply:

     (a) In the event that any event or circumstance shall arise regarding which
Lessee  may  predicate  a claim of a  default  or breach by Lessor of any of its
obligations under the Lease, upon serving notice on Lessor,  Lessee shall at the
same time serve a duplicate counterpart of such notice to the Agent and the Head
Lessor  pursuant to the provisions of Section 27.03,  and no notice by Lessee to
Lessor  shall be deemed to have been  served  unless  and until  such  duplicate
counterparts thereof have also been served on the Agent and Head Lessor.

     (b) Lessee  specifically  agrees not to terminate  the Lease as a result of
any default by Lessor without the prior written  consent of Agent and each other
relevant Participant.

     (c) The Agent shall have the right within the period  provided to Lessor to
remedy  or  cause to be  remedied  any  default  or matter on which  Lessee  may
predicate a claim of a default,  but in no event less than thirty (30) days from
the date  notice is  served  on such  Participant  (and if such  default  cannot
reasonably  be cured within such thirty (30) day period,  such longer  period as
may  reasonably be required to cure such default so long as any  Participant  is
proceeding  in good  faith and with due  diligence  to cure such  default),  and
Lessee  shall  accept  such  performance  as if the same had been  performed  by
Lessor. In that regard, Lessor constitutes and appoints Agent and its respective
designees as Lessor's  agent and attorney  in-fact with full power,  in Lessor's
name,  place and stead,  and at  Lessor's  cost and  expense  to perform  any of
Lessor's obligations according to the provisions of this Lease. Such appointment
is coupled with an interest and is irrevocable.  In this regard,  each Agent and
its  designees  are  irrevocably  granted full and complete  access and right of
entry to the Property by Lessor and Lessee for purposes of curing any default of
Lessor declared to exist by Lessee under the terms of this Lease.

     (d) At the written  request of Agent or any  relevant  Participant,  as the
case may be, within ninety (90) days prior to the  termination of this Lease for
any reason,  Lessee shall enter into a new or direct Lease of the Property  with
Agent  and  each  relevant  Participant,  as the  case  may be,  or any of their
respective  designees,  which  designee  will be approved  by Lessee,  with such
approval not to be  unreasonably  withheld,  effective  upon  termination of the
Lease. Such new or direct lease shall be effective as of the date of termination
of this Lease,  and shall be for the  remainder of the term of this Lease at the
rent and on all other agreements, terms, covenants and conditions of this Lease;
provided,  however,  that no provision shall be contained in the new lease which
relates to any default under this Lease that cannot reasonably be cured by Agent
or such relevant  Participant,  as the case may be. On the execution of such new
or direct  lease,  Lessee  shall pay any and all sums which would at the time of
execution and delivery thereof be


                                       69
<PAGE>


due  under  this  Lease.  Agent  and such  relevant  Participant  shall  pay all
necessary and reasonable  expenses,  including  reasonable  attorneys'  fees and
expenses  incurred by Lessee in connection  with Lessor's  default as well as in
connection  with the  preparation,  execution and delivery of such new or direct
lease.

     (e) Except as otherwise expressly provided,  no Participant shall be liable
to perform any of Lessor's  obligations under this Lease unless and until either
such Person or any designee  thereof  shall become the owner of the Property and
then only so long as it remains the owner of the Property.

     Section 27.26. Counterparts, Memorandum.

     This Lease may be simultaneously executed in multiple counterparts, each of
which when so executed  and  delivered,  shall  constitute  an  original,  fully
enforceable  counterpart  for all  purposes.  Lessee  and  Lessor  agree  that a
memorandum  of this Lease  (and any  amendment  hereof)  shall be  executed  and
recorded at the direction of either Lessor or Lessee,  but at Lessee's expenses,
in the land records of the jurisdiction in which the Property is situated.

     Section 27.27. Confidentiality.

     Lessor and Lessee shall hold all non-public  information  arising from this
Lease in accordance  with their customary  procedures for handling  confidential
information (except to the extent required by Applicable Law).

     The parties  hereto agree that no press release or other public  disclosure
shall be made by either  of them or any of their  respective  agents  concerning
this transaction without the pnor written consent of the other. However,  Lessee
agrees  that a  "tombstone"  type  advertisement  may be placed by Lessor or any
Holder afler  consummation of the transactions  contemplated  hereby;  provided.
however,  that Lessor or such Holder  agrees to inform  Lessee  thereof prior to
placing such advertisement.








                  (Remainder of page intentionally left blank.]




                                       70
<PAGE>


     IN WITNESS WHEREOF,  Lessor and Lessee have duly  authorized,  executed and
delivered this Lease as of the date first hereinabove set forth.

                                               LESSOR:

                                               FU/DG INDIANOLA, LLC
                                                      By:
                                                         Name:
                                                         Title:


                                               LESSEE:

                                               DOLLAR GENERAL CORPORATION
                                                      By:
                                                         Name:
                                                         Title:




                                       71
<PAGE>


     IN WITNESS WHEREOF,  Lessor and Lessee have duly  authorized,  executed and
delivered this Lease as of the date first hereinabove set forth.

                                               LESSOR:

                                               FU/DG INDIANOLA, LLC
                                                      By:
                                                         Name:
                                                         Title:


                                               LESSEE:

                                               DOLLAR GENERAL CORPORATION
                                                      By:
                                                         Name:
                                                         Title:




                                       72
<PAGE>


                                   APPENDIX A

     Unless otherwise specified or the context otherwise requires. the following
rules of usage (the "Rules of Usage") shall apply:

     (a) any term defined  below by reference to another  instrument or document
shall continue to have the meaning  ascribed  thereto  whether or not such other
instrument or document remains in effect;

     (b) words which include a number of constituent parts,  things or elements,
shall be construed as referring  separately to each  constituent  part, thing or
element thereof, as well as to all of such constituent parts. things or elements
as a whole;

     (c) references to any Person  include such Person's  successors and assigns
and in the case of an individual,  the word "successors"  includes such Person's
heirs.   devisees.    legatees,    executors,    administrators   and   personal
representatives;

     (d) words importing the singular include the plural and vice versa:

     (e) words importing a gender include any gender;

     (f) the words "consent,"  "approve," "agree" and "request," and derivations
thereof or words of similar import,  mean the prior written  consent,  approval,
agreement or request of the Person in question;

     (g) a reference to a part,  clause,  party,  section,  article,  exhibit or
schedule is a reference to a part and clause of, and a party, section,  article,
exhibit and schedule to, such Operative Document:

     (h) a reference to any statute, regulation,  proclamation, ordinance or law
includes all statutes, regulations,  proclamations,  ordinances or laws varying,
consolidating  or  replacing  them,  and a reference  to a statute  includes all
regulations,  proclamations and ordinances issued or otherwise  applicable under
that statute;

     (i) a reference to a document  includes an amendment or  supplement  to, or
replacement or novation of, that document;

     (j) a reference to a party to a document  includes  that party's  permitted
successors and assigns;

     (k) the words  "including"  and  "includes,"  and words of similar  import,
shall be deemed to be followed by the phrase "without limitation;"

     (l) the words "hereof' and "hereunder," and words of similar import,  shall
be deemed to refer to the Operative  Document as a whole and not to the specific
section or provision  where such word  appears;


                                   A-1
<PAGE>


     (m) as the context shall require except in the case of an Event of Loss and
other relevant circumstances which contemplate an occurrence with respect to the
entire Property, a reference to the "Property" or "Improvements" shall be deemed
to be  followed  by the phrase "or a portion  thereof;"

     (n) the Schedules and Exhibits of the Operative  Documents are incorporated
in the Operative Documents to which such Schedules and Exhibits are attached:

     (o) the titles and headings of  Articles,  Sections,  Schedules,  Exhibits,
subsections,  paragraphs and clauses are inserted as a matter of convenience and
shall not affect the construction of the Operative Documents;

     (p)  references  to  any  Operative   Document   includes  all  amendments,
supplements,  consolidations,  replacements,  restatements, extensions, renewals
and other modifications thereof, in whole or in part; and

     (q) any term  defined  in any  Operative  Document  and  used in any  other
Operative  Document but not defined  therein  shall have the meaning  given such
term in the Operative Document in which such term is defined.

     "Actual  Knowledge"  with  respect to any Person,  shall mean the  present,
conscious,  actual  knowledge of, or receipt of notice by (i) senior officers of
such  Person or the  officers  or  employees  of such  Person  charged  with the
oversight  on its behalf of the Overall  Transaction  or (ii) with  respect to a
matter  covered  by  a  representation  and  warranty,   those  officers  having
responsibility for the matters covered by such representation and warranty.

     "Additional  Renewal Term" shall have the meaning specified in Section 5.01
of the Lease.

     "Address"  shall  mean,  subject to the rights of the party in  question to
change its Address in accordance with the terms of the Operative Documents:

          (i) with  respect to the Lessor,  to FU/DG  Indianola,  LLC, One First
     Union Center, TW-6, Charlotte,  NC 28288-0166.  Attn: Abizar Rangwala, Vice
     President,  facsimile number (704)383-8108 with a copy to: Timothy Danello,
     Senior  Vice  President  and  Assistant   General   Counsel,   First  Union
     Corporation,  301 South College Street, NC0630,  Charlotte,  NC 28288-0630,
     facsimile number (704) 383-0649;

          (ii) with  respect  to  Lessee,  to Dollar  General  Corporation,  100
     Mission Ridge, Goodlettsville,  TN 37072, Attn: Treasurer, facsimile number
     (615)  855-4809,  with a copy to the same  address,  Attn:  Larry  Wilcher,
     General Counsel, facsimile number (615) 855-5172;

          (iii)  with  respect  to  Head  Lessor,   to  First  Union  Commercial
     Corporation,  One First Union Center, TW-6, Charlotte, NC 28288-0166,  Ann:
     Abizar Rangwala, Vice President, Attn: facsimile number (704) 383-8108 with
     a copy to: Timothy  Danello,  Senior Vice  President and Assistant  General
     Counsel,  First  Union  Corporation,  301  South  College  Street,  NC0630,
     Charlotte, NC 28288-0630, facsimile number (704) 383-0649;


                                       A-2


<PAGE>


          (iv) with respect to the Agent,  to Wilmington  Trust Company,  Rodney
     Square North, 1100 North Market Street,  Wilmington,  Delaware  19890-0001,
     Attn:  Donald  MacKelcan,  facsimile number (302) 651-1576,  with a copy to
     Lewis C.  Ledyard,  III,  Morris,  James,  Hitchens &  Williams,  LLP,  222
     Delaware Avenue, P.O. Box 2306, Wilmington, Delaware 19899:2306,  facsimile
     number (302) 571-1750; and

          (v) with respect to the Servicer,  to First Union National Bank. First
     Union Capital Markets,  NC1075, 9739 Research Drive, URP-4,  Charlotte,  NC
     28288-1075, Attention: Dollar General, Facsimile (704) 593-7735 with a copy
     to: Timothy Danello, Senior Vice President and Assistant  General Counsel,
     First Union Corporation,  301 South College Street, NCO63O,  Charlotte,  NC
     28288-0630, facsimile number (704) 383-0649.

     "Adjusted  Net Worth"  means the  consolidated  net worth of such Person in
accordance  with  GAAP as  determined  for the most  recent  quarter  for  which
financial  statements are available (which in the case of any year end financial
statements   shall  be  audited)  for  such  Person   preceding  the  period  of
determination  less (i) the amount of any and all guarantees made by such Person
of obligations  (which obligations would be on-balance sheet with respect to the
below-described  Affiliate)  of (x) any  Affiliate  of such  Person  that  holds
beneficially or of record, five percent (5%) or more of the equity securities of
such Person and (y) any Affiliate of any such  Affiliate  (other than Person and
any subsidiaries of such Person whose financial statements are consolidated with
such Person's  financial  statements)  and (ii)  intangible  assets  (including,
without limitation, franchises, patents, patent applications,  trademarks, brand
names,  good will and  research  and  development  expense),  in the case of the
foregoing as determined GAAP.

     "Affiliate"  of  any  Person  shall  mean  any  other  Person  directly  or
indirectly controlling,  controlled by or under common control with, such Person
and shall  include,  if such Person is an  individual,  members of the Family of
such Person and trusts for the benefit of such individual.  For purposes of this
definition, the term, "control" (including the correlative meanings of the terms
"controlling"  "controlled  by" and "under common control  with"),  as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to  direct or cause  the  direction  of the  management  policies  of such
Person,  whether  through the  ownership of voting  securities or by contract or
otherwise.

     "After-Tax Basis" means, with respect to any payment received or accrued by
any Person,  the amount of such payment (the "base  payment")  supplemented by a
further payment (the "additional payment") to that Person so that the sum of the
base payment plus the additional  payment  shall,  after taking into account the
amount of all Taxes required to be paid by such Person in respect of the receipt
or accrual of the base  payment and the  additional  payment  (after any current
credits or deductions arising therefrom and the timing thereof), be equal to the
amount  required  to be  received.  Such  calculations  shall  be  made  on  the
assumption that the recipient is subject to U.S. federal, state and local income
taxation at the highest marginal rates applicable to individuals or corporations
(as the case  may be)  resident  or  domiciled  in the  jurisdiction  where  the
recipient  of such  payment is located (or where the  recipient  indicates  such
payment will be required to be reported, if different).


                                       A-3


<PAGE>


     "Agent"  shall  mean   Wilmington   Trust  Company,   a  Delaware   banking
corporation,  and each  successor  Agent,  as  Agent  under  the  Note  Purchase
Agreement,  and to the  extent  provided  therein,  under  any  other  Operative
Document.

     "Alterations,   shall   mean   alterations,   improvements,   installations
demolitions, modifications, changes and additions to the Property, but shall not
include Lessee's Equipment and Personality.

     "Anticipated  Lease Income" shall mean the amounts  expected to be included
in gross income with respect to this Lease including only (i) Interim Rent, Base
Rent and Renewal Rent, if any, (ii) payments as a consequence of a sale or other
disposition  (other than in the case of the  exercise of remedies  after a Lease
Event of Default) of the Property and (iii) an amount  received  pursuant to the
indemnity set forth in Section 19.03.

     "Applicable  Laws"  shall  mean all  existing  and future  applicable  laws
(including  common  laws),  rules,  regulations,   statutes,   treaties,  codes,
ordinances,  permits,  certificates,  orders and  licenses  of any  Governmental
Authorities, and applicable judgments,  decrees,  injunctions,  writs, orders or
like  action of any  court,  arbitrator  or other  administrative,  judicial  or
quasi-judicial  tribunal or agency of competent  jurisdiction  (including  those
pertaining to the environment and those pertaining to the  construction,  use or
occupancy of the Property). Applicable Laws shall include Environmental Laws.

     "Appraisal"  shall mean any appraisal  required to be delivered on or prior
to the Closing Date and any other appraisal provided by the Appraisal Procedure.

     "Appraisal  Procedure"  shall mean the following  procedure for determining
any  one or more  of the  Fair  Market  Sales  Value  of the  Real  Property  or
Equipment, the Fair Market Rental Value of the Real Property or Equipment or any
other amount which may, pursuant to any provision of any Operative Document,  be
determined by the Appraisal Procedure:  one Qualified  Appraiser,  chosen by the
Lessor and  approved by FSL Group,  which  approval  shall not  unreasonably  be
withheld, delayed or conditioned, but if the Lessee shall fail to agree with the
selection of the Lessor's  Qualified  Appraiser then Lessee shall have the right
to  engage a  Qualified  Appraiser.  However,  if the  Lessee  fails to choose a
Qualified  Appraiser  within twenty (20) Business Days after written notice from
the Lessor of the  selection  of its  Qualified  Appraiser  followed by a second
notice (which notice shall specifically state that failure to select a Qualified
Appraiser  within  ten  (10)  Business  Days  shall  prohibit  appointment  of a
Qualified  Appraiser by the  addressed  party) given at least ten (10)  Business
Days prior to the expiration of such  twenty-day  period,  then the appraisal by
such appointed  Qualified  Appraiser shall be binding on the parties. If the two
Qualified  Appraisers  cannot agree on a value within  twenty (20) Business Days
after the appointment of the second Qualified Appraiser,  then a third Qualified
Appraiser  shall  be  selected  by the  two  Qualified  Appraisers  or,  failing
agreement as to such third Qualified  Appraiser within thirty (30) Business Days
after  the  appointment  of the  second  Qualified  Appraiser,  by the  American
Arbitration  Association  office  in New  York,  New  York.  Each  of the  three
Qualified  Appraisers  shall use its best  efforts to cause its  appraisal to be
given within twenty (20) Business Days of the appointment of the third Qualified
Appraiser  (and  in any  event,  as  soon  as  practicable  thereafter)  and the
appraisal of the Qualified Appraiser most different from the mean average of the
other two shall be discarded and such mean average of


                                      A-4


<PAGE>


the  remaining  two  Qualified  Appraisers  shall  be  binding  on the  parties;
provided, that if the highest appraisal and the lowest appraisal are equidistant
from the third  appraisal,  the third appraisal shall be binding on the parties.
The fees and expenses of each Qualified  Appraiser shall be borne equally by the
parties  for  whom  such  appraisal  is  being  prepared.   Notwithstanding  the
foregoing, in the case of any appraisal arising from any Lease Event of Default,
the Lessee shall bear all costs and expenses of the Qualified Appraiser,  and in
such case, the party whose default has  necessitated the Appraisal shall have no
right to object to or choose a Qualified  Appraiser and such Qualified Appraiser
shall be chosen at the sole discretion of the non-defaulting party.

     "Approved Environmental Consultant" shall mean IVI Environmental, Inc. with
respect to any environmental  report provided on the Closing Date, and any other
environmental  consultant  selected by Lessee and  acceptable  to Lessor that is
registered as a  "Registered  Environmental  Property  Assessor" by the National
Registry of Environmental Professionals, certified as a "Certified Environmental
Professional" by the Academy of Board Certified Environmental Professionals,  or
holds an equivalent  designation or  certification  by an equivalent  certifying
organization.

     "Acquisition Notice" shall have the meaning specified in Section 4.01(a) of
the Lease.

     "Areas of  Environmental  Concern"  shall  have the  meaning  specified  in
Section 8.05(c) of the Lease.

     "Assignment  of Head Lease" shall mean the  Assignment of Head Lease Rights
dated as of June 1,2000,  by and between the Head Lessee,  as assignor,  and the
Agent, as assignee, for the benefit of the Holders.

     "Assignment of Lease" shall mean the Lease  Assignment and Agreement  dated
as of June 1, 2000,  by and among the Lessor,  as  assignor,  and the Agent,  as
assignee,  for the benefit of the Holders and the Head  Lessor,  with respect to
the Lease.

     "Authorized  Officer"  shall mean with respect to a Person if the Person is
not an  individual,  any officer or principal of the Person,  any trustee of the
Person (if the Person is a trust),  any general partner or joint venturer of the
Person (if the Person is a  partnership  or joint  venture)  or any manager of a
manager-managed  limited  liability  company or any  member of a  member-managed
limited liability company,  in each case who shall be duly authorized to execute
the Operative  Documents or take other action with respect thereto,  as the case
may be.

     "Bankruptcy  Code" shall mean the Bankruptcy  Reform Act of 1978 as amended
and as may be further amended.

     "Base Rent" shall mean,  for the Base Term,  the rent  payable  pursuant to
Section  3.01 of the Lease,  as such Base Rent may be required to be adjusted in
accordance with the first paragraph of Section 6 of the SNDA Agreement.

     "Base Term" shall mean the period commencing on the day next succeeding the
last day of the Interim Term and ending on June 30, 2022, or such shorter period
as may result from the earlier termination of the Lease as provided therein.


                                      A-5

<PAGE>


     "Bill of Sale" as the  context  applies,  shall mean  either of the Bill of
Sale dated on or about the  Closing  Date  executed  by Seller on behalf of Head
Lessor with  respect to the  Equipment or the Bill of Sale dated on or about the
Closing  Date  executed  by  Seller on behalf  of  Lessor  with  respect  to the
Improvements  and  Fixtures,  and  "Bills  of  Sale"  shall  mean  both  of  the
above-referenced Bills of Sale.

     "Board of Directors" with respect to a corporation,  means either the Board
of Directors or any duly  authorized  committee of that Board which  pursuant to
the by-laws of such  corporation  has the same authority as that Board as to the
matter at issue.

     "Business  Day" shall mean any day other than a  Saturday,  Sunday or other
day on which  banks are  authorized  to be closed in the State of New York,  the
State of North Carolina or the State of Tennessee.

     "Casualty"  shall mean any damage or destruction  caused to any Property by
any reason, whether or not constituting an Event of Loss

     "Claims" shall mean Liens (including,  without limitation, lien removal and
bonding costs) liabilities,  obligations,  damages, losses, demands,  penalties,
assessments,  payments,  fines, claims, actions, suits, judgments,  settlements,
costs,  expenses and disbursements  (including,  without limitation,  reasonable
legal  fees and  expenses  and costs of  investigation)  of any kind and  nature
whatsoever.

     "Closing  Date" shall mean the date on which the Real  Property is acquired
by the Lessor and the Equipment is acquired by the Head Lessor.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time.

     "Condemnation" shall mean any condemnation,  requisition or other taking or
sale of the use,  occupancy  or title  to any or all of the  Property,  by or on
account of any eminent  domain  proceeding  or other action by any  Governmental
Authority or other Person under the power of eminent  domain or otherwise or any
transfer in lieu of or in anticipation thereof.

     "Confidential  Information"  shall  mean all  federal,  state and local tax
returns of any  relevant  Person and all work  papers  and  support  information
related  thereto;  provided that  "Confidential  Information"  shall exclude any
items of income or  expense  of any  Person  for  which an  adjustment  has been
proposed and for which Lessee is obligated to provide as indemnity under Article
XIX of the Lease to the extent the  proposed  adjustment  does not relate to any
other  item of  income or  expense  of such  Person  or such item of income  and
expense  can be severed  by the  authority  proposing  the  adjustment  from any
proposed adjustment to any other item of income and expense of such Person.

     "Controlling Party" shall have the meaning specified in Section 19.02(e) of
the Lease.

     "Credit  Party" shall mean Dollar  General  Corporation  and its respective
successors and assigns.


                                      A-6


<PAGE>


     "Debt  Documents"  shall mean (i) the Note,  (ii) the Mortgage,  (iii) Note
Purchase  Agreement,  (iv) the  Assignment of Lease,  (v) the Assignment of Head
Lease, (vi) the SNDA Agreement, (vii) the Intercreditor Agreement and (viii) UCC
financing  statements  required  to be  filed  in  connection  with  any  of the
foregoing.

     "Default  Rate"  shall mean  three  percent  (3%) above the annual  rate of
interest  set by First Union  National  Bank (or any  successor  thereto) as its
"prime  rate" from time to time.  Such prime rate is not the lowest or best rate
offered to customers of First Union National Bank.

     "Environmental  Laws" shall mean and include the Resource  Conservation and
Recovery  Act of  1976  (RCRA),  42  U.S.C.ss.,  6901-6987,  as  amended  by the
Hazardous and Solid Waste  Amendments of 1984, the  Comprehensive  Environmental
Response, Compensation and Liability Act, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C.ss, 9601-9657, (CERCLA), the Hazardous
Materials  Transportation  Act  of  1975,  49  U.S.C.ss.  1801-1812,  the  Toxic
Substances  Control Act, l5 U.S.C.  2601-2671.  the Clean Air Act, 42 U.S.C.ss.,
7401 et  seq.,  the  Federal  Insecticide,  Fungicide  and  Rodenticide  Act,  7
U.S.C.ss.,  136 et seq and all other federal,  state, or local laws, ordinances,
rules, orders,  statutes,  codes and regulations  applicable to the Property and
relating to the  environment  (i) relating to the  environment,  human health or
natural  resources;  (ii)  regulating,  controlling  or  imposing  liability  or
standards of conduct  concerning  Hazardous  Materials;  or (iii) regulating the
clean-up or other remediation of the Property,  as any of the foregoing may have
been or may be amended, supplemented or supplanted from time to time.

     "Environmental Reports" shall mean the reports and information covering the
Property  prepared  by the  Approved  Environmental  Consultant  as a  condition
precedent to closing the  transactions  contemplated by the Operative  Documents
and any subsequent  report or information  covering the Property  prepared by an
Approved  Environmental  Consultant and delivered by the Lessee to the Lessor or
Agent.

     "Equipment"  shall mean that  property  described  on Exhibit B hereto with
such   alterations,   modifications,   replacements,   substitutions   or  other
improvements  that may result with respect  thereto in accordance with the terms
of the Operative Documents.

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

     "ERISA Group" means Dollar General  Corporation and: (i) each  corporation,
trade or business  which is a member,  with  Dollar  General  Corporation,  of a
controlled  group of corporations  within the meaning of Code Section 414(b) and
the  regulations  issued  thereunder;  (ii) each  group of trades or  businesses
(whether  or  not  incorporated)   under  common  control  with  Dollar  General
Corporation,   determined  in  accordance  with  Code  Section  414(c)  and  the
regulations  issued  thereunder;   (iii)  each  organization   (whether  or  not
incorporated) which is a member with Dollar General Corporation of an affiliated
service  group as defined in Code  Section  414(m)  and the  regulations  issued
thereunder;  and (iv) any other entity,  to the extent required to be aggregated
with  Dollar  General  Corporation  under  regulations  issued  pursuant to Code
Section 414(o).


                                      A-7


<PAGE>


     "Event  of Loss"  shall  mean (y) the  damage,  by fire or  otherwise,  and
whether  total or partial,  that (A) the Lessee in its  commercially  reasonable
discretion  shall  determine  that as a result of such damage the Property is no
longer  useful  for  its  intended  purpose,  and  (B) the  cost  of  repair  or
restoration  would exceed  seventy-five  percent  (75%) of the Property Cost for
such Property or (z) the permanent or material taking by Condemnation  effecting
(A) title to all or  substantially  all of the  Property,  or (B) the  principal
points of ingress or egress of the  Property to public  roadways,  or (C) such a
material  part of the  Land or the  Improvement  so as to  have a  material  and
adverse effect on the business of the Lessee. Any decision regarding whether the
restoration of the balance of the Property is uneconomic or impractical shall be
made by Lessee in good faith and evidenced by an Officer's Certificate of Lessee
delivered to Lessor.

     "Existing  Rent" shall have the meaning  specified in Section  27.20 of the
Lease.

     "FSL Group" shall mean Financial  Structures  Limited,  a company organized
under the laws of Bermuda.

     "Fair  Market  Rental  Value" with  respect to the Property (or any portion
thereof)  shall mean the fair market monthly rental value that would be obtained
in an  arm's-length  transaction  between an informed and willing  lessee and an
informed and willing  lessor,  in each case under no  compulsion  to lease,  and
neither of which is related to Lessor or Lessee or an Affiliate thereof, for the
lease of such  Property on the terms set forth,  or referred to, in Article V of
the Lease.  Except for any  determination  to be made in connection with a Lease
Event of Default  (which  shall be made based upon the actual  condition  of the
Property (or relevant portion thereof)),  such fair market rental value shall be
calculated  as the  value  for the use of such  Property  (or  relevant  portion
thereof)  assuming  that such Property (or relevant  portion  thereof) is in the
condition and repair required to be maintained by the terms of the Lease.

     "Fair  Market  Sales  Value" with  respect to the  Property (or any portion
thereof)  shall mean the fair  market  sales  value that would be obtained in an
arm's-length  transaction  between an informed  and willing  buyer (other than a
lessee  currently in possession)  and an informed and willing  seller,  under no
compulsion,  respectively,  to buy or sell,  and  neither of which is related to
Lessor  or  Lessee,  for the  purchase  of the  Property  (or  relevant  portion
thereof).  Except for any  determination  to be made in connection  with a Lease
Event of Default  (which  shall be made based upon the actual  condition  of the
Property (or relevant portion  thereof)),  such Fair Market Sales Value shall be
calculated as the value for such Property (or relevant  portion  thereof)  using
the same  methodology  as used in the  appraisals  delivered  on or  before  the
Closing  Date  (and if more  than  one  methodology  is used  i.e.,  based  on a
methodology  that  includes as an  assumption  that the Lease is in effect and a
methodology  that includes an assumption  that the Lease is not in effect and no
opinion is given as to one value, then using the methodology that results in the
highest value) and assuming that the Property (or relevant  portion  thereof) is
in the condition and repair required to be maintained by the terms of the Lease.

     "Fair Market Sales Value  (Dark)" with respect to the Real  Property  shall
mean the fair  market  sales  value that would be  obtained  in an  arm's-length
transaction  between an informed  and willing  buyer and an informed and willing
seller, under no compulsion,  respectively, to buy or sell, and neither of which
is related to Lessor or Lessee, for the purchase of the Real Property,  assuming
that the  Real  Property  (i) is in the  condition  and  repair  required  to be
maintained by the

                                      A-8


<PAGE>


terms of the Lease,  (ii) is  unencumbered by the Lease or any other tenancy and
(iii) is vacant and available for immediate occupancy.

     "Filing" shall have the meaning specified in Section 19.020) of the Lease.

     "Final  Governmental  Approval" shall have the meaning specified in Section
8.05(c) of the lease.

     "Final Payment Date" shall have the meaning  specified in Section  17.01(e)
of the Lease.

     "First  Renewal  Term" shall have the meaning  specified in Section 5.01 of
the Lease.

     "Fitch" shall mean Fitch IBCA Inc. and its successors.

     "Fixtures" shall have the meaning specified in the term "Property."

     "GAAP" shall mean generally  accepted  accounting  principles in the United
States, as in effect from time to time, consistently applied.

     "Governmental    Action"   shall   mean   all   permits,    authorizations,
registrations,  consents,  approvals,  waivers,  exceptions,  variances, orders,
judgments or decrees (to the extent  directly  applicable to the Property or any
portion thereof, the Lessor or the Lessee), licenses,  exemptions,  required by,
any  Governmental  Authority,  or required  by any  Applicable  Laws,  and shall
include,  without limitation,  all sitings,  environmental and operating permits
and licenses that are required for the use,  occupancy,  zoning and operation of
the Property.

     "Governmental  Authority" shall mean any federal, state, county,  municipal
or  other   governmental  or  regulatory   authority,   agency,   board,   body,
instrumentality,  court or quasi  governmental  authority (or private  entity in
lieu thereof).

     "Hazardous Material" shall mean any substance, waste or material (including
those that are toxic, explosive, corrosive, flammable, infectious,  radioactive,
carcinogenic,   mutagenic  or  otherwise  hazardous,  including  petroleum,  its
derivatives, by-products and other hydrocarbons and asbestos), in each case that
is or becomes defined by any  Governmental  Authority as a hazardous  substance,
hazardous material,  toxic pollutant,  toxic substance or hazardous waste and is
either (a)  regulated  by any  Governmental  Authority,  including  any  agency,
department,  commission,  board or  instrumentality  of the United States andlor
each  State in which  the  Property  is  situated,  or (b) may form the basis of
liability under any Environmental Law.

     "Head  Lessor"  shall  mean First  Union  Commercial  Corporation,  a North
Carolina corporation.

     "Holder" shall mean, as of any  particular  date, any holder of one or more
Note as of such date.

     "Impositions"  shall  mean,  collectively,  all  real  estate  taxes on the
Property,  all ad  valorem,  sales and use,  single  business,  gross  receipts,
transaction privilege,  rent or similar taxes levied or incurred with respect to
the Property, or the use, lease, ownership or operation thereof.


                                      A-9


<PAGE>


personal  property  tax  on  any  Property  that  is  classified  by  government
authorities as personal  property,  assessments  (including all  assessments for
public  improvements or benefits,  whether or not commenced or completed  within
the Lease Term),  water, sewer,  utilities or other rents and charges,  excises,
levies,  fees  and  all  other  governmental  charges  of  any  kind  or  nature
whatsoever,   general  or   special,   foreseen  or   unforeseen,   ordinary  or
extraordinary, with respect to the Property or any part thereof and/or the Rent,
including all interest and penalties thereon, which at any time prior to, during
or with respect to the Lease Term may be assessed or imposed, on or with respect
to or be a Lien upon  Lessor or the  Property  or any part  thereof  or any rent
therefrom or any estate,  title or interest therein.  Impositions shall exclude,
however,  and nothing  contained  in the Lease or any other  Operative  Document
shall  be  construed  to  require  Lessee  to pay,  (i) any tax  imposed  on any
Participant  based on the net income of such  Participant,  except to the extent
that any tax  described  in this clause (i) is levied,  assessed or imposed as a
total or  partial  substitute  for a tax,  assessment,  levy or charge  upon the
Property,  the Rent or any part thereof or interest  therein  which Lessee would
otherwise be required to pay  thereunder or except to the extent  arising from a
transfer of the  Property or any portion  thereof  upon the exercise of remedies
upon a Lease Event of Default;  (ii) any tax imposed  with  respect to the sale,
exchange or other  disposition of the Property or any portion  thereof by Lessor
or the Holders or Agent or the proceeds  thereof except a transfer  arising from
the  exercise  of remedies  upon a Lease  Event of  Default;  or (iii) any gross
receipts, transaction privilege, doing business or similar tax, assessment, levy
or charge  upon  Lessor,  the  Property  or any part of any  thereof or interest
therein,  but solely to the extent that the same is levied,  assessed or imposed
as a total or partial substitute for a tax, assessment, levy or charge described
in clause (i) or clause (ii) which Lessee would otherwise not be required to pay
hereunder.

     "Improvements" shall have the meaning specified in the term "Property."

     "Inclusion"  shall have the meaning  specified  in Section  19.03(b) of the
Lease.

     "Indebtedness"  shall  mean the  indebtedness  evidenced  by the  Notes and
secured by the Mortgage, and any replacement indebtedness thereof.

     "Indemnitee" shall mean Lessor. any Holder,  Agent,  Servicer,  any trustee
under a Mortgage which is a deed of trust,  the Proceeds  Trustee,  Head Lessor,
each of their assignees or other  transferees  and each of their  Affiliates and
their respective officers, directors, employees,  shareholders, members or other
equity owners.

     "Indemnity  Agreement" shall mean that Indemnity Agreement dated as of June
1, 2000 made by Lessor  and First  Union  Development  Corporation,  as the sole
member of Lessor  for the  benefit of Head  Lessor,  and any  similar  indemnity
agreement  entered into by any  successor  Lessor and any member  thereof or any
successor member of member of the Lessor.

     "Initial Appraiser" shall mean Sheets Hendrickson & Associates with respect
to the Real Property and Collateral Evaluation Associates, Inc., with respect to
the Equipment.

     "Inspecting  Parties" shall have the meaning specified in Article XV of the
Lease.

     "Intent to Renew  Date" shall have the meaning  specified  in Section  5.01
(b)(i) of the Lease.


                                      A-l0


<PAGE>


     "Interim  Rent" shall mean,  for the Interim  Term,  the rent payable under
Section 3.01 of the Lease.

     "Interim  Term" shall mean the period  commencing  on the Closing  Date and
ending on June 30,  2000,  or such  shorter  period as may result  from  earlier
termination of the Lease as provided therein.

     "Investment  Grade,"  with  respect  to any  Person,  so long as the senior
unsecured  obligations of such Person shall be publicly  rated,  shall mean that
the senior  unsecured  obligations  of such Person shall have a public rating of
BBB+ (or higher) by  Standard & Poor's and Baal (or  higher) by Moody's,  and if
the senior unsecured  obligations of such Person shall not be rated, such Person
shall have a confidential debt rating, or a private internal  classification,  a
private debt credit  assessment by the Securities  Valuation Office of NAIC or a
NAIC I designation by the Securities Valuation Office of NAIC.

     "Issuer"  shall mean FU/DG  Indianola,  LLC, a Delaware  limited  liability
company, as issuer under the Note Purchase Agreement.

     "Land" shall have the meaning specified in the term "Property."

     "Lease" shall mean the Lease  Agreement  dated as of June 1, 2000,  between
Lessor, as lessor, and Lessee, as lessee.

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

     "Lease Event of Default" shall have the meaning specified in Article XVI of
the Lease.

     "Lease  Expiration Date" shall have the meaning  specified in Section 27.20
of the Lease.

     "Lease Term" shall mean the full term of the Lease,  including  the Interim
Term,  Base Term and any Renewal  Terms as to which  Lessee  exercises a renewal
option  pursuant to Article V of the Lease, or such shorter period as may result
from earlier termination of the Lease as provided therein.

     "Lease  Year"  shall  mean each  consecutive  period  of  twelve  (12) full
calendar months occurring after the Closing Date;  provided,  however,  that, if
the  Closing  Date shall not be the first day of a month,  then the first  Lease
Year shall also include the partial month in which the Closing Date occurs.

     "Lessee" shall mean Dollar General Corporation, a Tennessee corporation.

     "Lessee-Controlled  Contest"  shall have the meaning  specified  in Section
19.02(e) of the Lease.

     "Lessee's  Equipment  and  Personality"  shall mean all  Lessee's  personal
property and trade fixtures including,  without limitation,  Lessee's inventory,
non-building equipment, non-

                                      A-11

<PAGE>



building machinery,  racking,  shelving,  conveyer equipment,  lifts,  tractors,
trailers  and other  vehicles  used in the  operation  of Lessee's  distribution
center and trucking operation.

     "Lessee  Obligation"  shall mean each and every obligation of the Lessee in
whatever  capacity  arising under each  Operative  Document to which Lessee is a
party and, in the event that any payment made by Lessee in  connection  with any
Lessee Obligation shall be required to be restored or is rescinded or disgorged,
such  restoration,  rescission or disgorgement  shall result in such obligations
becoming a Lessee Obligation.

     "Lessor"  shall mean FU/DG  Indianola,  LLC, a Delaware  limited  liability
company,  and as the  context  may  require,  in such other  capacity  as may be
described in any other Operative Document.

     "Lessor  Liens" shall mean Liens on or against the Property or the Lease or
any  payment  of Rent (a) which  result  from any act of, or any Claim  against,
Lessor or Head  Lessor,  or which  result from any  violation  by Lessor or Head
Lessor of any of the terms of the Operative Documents other than a violation due
to a default by Lessee under the Lease or, with  respect to the Head  Lessor,  a
default by the Head Lessee under the Head Lease,  (b) which result from Liens in
favor of any taxing  authority  by reason of any Tax owing and payable by Lessor
or Head Lessor,  except that Lessor  Liens shall not include any Lien  resulting
from any Tax for which Lessee is  obligated  to indemnify  Lessor or Head Lessor
(or any other Indemnitee), or (c) which result from any expenses owed, caused or
occasioned  by Lessor or Head Lessor or any of their  employees  or agents which
are not indemnified by Lessee pursuant to Section 19.01 of the Lease,  but shall
exclude Permitted Liens and any Liens created by the Debt Documents and the Head
Lease.

     "Lessor Property" shall mean the right, title and interest of the Lessor in
the Property, including Lessor's leasehold interest in the Equipment.

     "Lien" shall mean any lien, mortgage,  pledge, charge, security interest or
encumbrance of any kind, or any other type of preferential  arrangement that has
the  practical  effect of  creating  a  security  interest,  including,  without
limitation,  any thereof arising under any conditional  sale agreement,  capital
lease or other title retention agreement.

     "Loan"  shall  have  the  meaning  specified  in the  recitals  to the Note
Purchase Agreement.

     "Loss" shall have the meaning specified in Section 19.03(b) of the Lease.

     "Make-Whole  Premium" in respect of a  prepayment  of the  principal of any
Secured Note and accrued interest, if any (such prepaid principal amount of such
Note  being  hereinafter  referred  to as the  "Prepaid  Principal"),  shall  be
calculated by the Issuer and certified to the Agent in an Officer's  Certificate
and mean the greater of(a) one percent (1%) and (b) the excess of:

          (i) the sum of the  respective  present  values  as of the  date  such
     Make-Whole  Premium  becomes  due and  payable  of:  (A) each  payment of a
     scheduled installment of principal required to be made with respect to such
     Prepaid  Principal  during the remaining term to maturity of such Note, (B)
     without duplication, the payment of the principal balance, if any, required
     to be made at final maturity with respect to such Prepaid


                                      A-12


<PAGE>


     Principal,  and (C) each payment of interest  which would be required to be
     paid during the  remaining  term to  maturity of such Note with  respect to
     such  Prepaid  Principal,  determined,  in the case of each  such  required
     principal  payment prior to maturity,  principal  payment at final maturity
     and  interest  payment,  by  discounting  the amount  thereof (on a monthly
     basis)  from the date  fixed  therefor  back to the  date  such  Make-Whole
     Premium  becomes due and payable at the Reference  Rate  (assuming for such
     purpose  that all such  payments  were made when due  pursuant to the terms
     thereof and hereof,  and that no other payment with respect to such Prepaid
     Principal was made),minus

          (ii)  the  outstanding  principal  amount  of the  Note  plus  accrued
     interest, if any.

     "Material   Adverse   Effect"  shall  mean  any  event,   state  of  facts,
circumstance  or  condition  (a) with  respect  to any Person  regarding  whom a
determination  is to be made that could  reasonably  be  expected to result in a
decrease of at least five  percent (5%) in the tangible net worth of such Person
(excluding  for these  purposes  good  will,  intangible  assets  and any upward
adjustments in any asset from book value) based upon GAAP consistently  applied,
(b)  that  could   reasonably  be  expected  to  result  in  the  invalidity  or
unenforceability  of any  Operative  Document or the  inability of any Person to
exercise  rights and remedies  intended to afford such parties of the  practical
realization  of the  benefits  intended  to be  available  to  them  under  the
Operative  Documents,  (c) that could  reasonably  be  expected to result in the
invalidity or failure of priority or  enforceability of any Lien on any Property
created,  or intended to be created by, any of the  Operative  Documents  or (d)
that could  reasonably  be  expected  to result in a decline of the value of the
Land,  Improvements  and Fixtures or useful life thereof by five percent (5%) or
more or the loss of use, or inability  of the Lessee or the Head Lessee,  as the
case may be, to use,  five percent (5%) of the Land,  Improvements  and Fixtures
for the purposes for which it was intended.

     "Memorandum of Lease" shall mean that certain  Memorandum of Lease dated as
of June 1, 2000, between Lessor and Lessee related to the Property.

     "Moody's" shall mean Moody's Investors Service, Inc. and its successors.

     "Mortgage"  shall mean that certain  Deed of Trust and  Security  Agreement
dated as of June 1, 2000 herewith, relating to the Real Property as the same may
be renewed, amended, modified, consolidated, replaced or extended.

     "Mortgaged Property" shall mean the property the subject of the Mortgage.

     "NAIC"  shall  mean  the  Securities   Valuation  Office  of  the  National
Association of the Insurance Commissioners and any successor thereto.

     "Net  Casualty  Proceeds"  with  respect to the  Property  (or any  portion
thereof),  shall mean the  compensation  and/or  insurance  payments  net of the
reasonable  expenses  of  collecting  such  amounts  incurred  by any Person and
received  by the Lessee or its  assignee or  designee  (including  the Agent) in
respect of the Property (or any portion  thereof) by reason of and on account of
a Casualty.


                                   A- 13


<PAGE>

     "Net  Condemnation  Proceeds"  with respect to the Property (or any portion
thereof), shall mean any award or compensation net of the reasonable expenses of
collecting such amounts incurred by any Person and received by the Lessee or its
assignee or designee  (including  the Agent) in respect of the  Property (or any
portion thereof) by reason of and on account of a Condemnation.

     "Net  Proceeds"  shall  mean  Net  Casualty  Proceeds  or Net  Condemnation
Proceeds as the  context  may  require.

     "Noncontrolling Party" shall have the meaning specified in Section 19.02(e)
of the Lease.

     "Nonseverable" shall describe an elective Alteration or part of an elective
Alteration which cannot be removed from the existing  Improvements,  the Land or
the Equipment  without causing material damage to the Property,  provided,  that
Lessee's  Equipment and  Personality and the Equipment shall not be construed as
Nonseverable.

     "Note Purchase  Agreement" shall mean the Note Purchase  Agreement dated as
of June 1, 2000 among the Issuer, the Holders and the Agent.

     "Note Purchase  Agreement Default" shall mean a "Default" as defined in the
Note Purchase Agreement.

     "Note Purchase Agreement Event of Default" shall mean an "Event of Default"
as defined in the Note Purchase Agreement.

     "Notes" shall mean the Notes issued under the Note  Purchase  Agreement and
secured by the Mortgage.

     "NRSRO" shall mean a nationally recognized statistical rating organization,
which as of this date would  include  Standard & Poor's,  Moody's and Fitch IBCA
Inc.

     "Officer's  Certificate"  of a Person or any Person  signing on behalf of a
Person  shall mean a  certificate  signed,  in the case of a  partnership,  by a
general  partner  of such  partnership,  or in the ease of a  limited  liability
company,  by a member of such  limited  liability  company,  or in the case of a
corporation, by an Authorized Officer of such Person. Each Officer's Certificate
delivered to any Person wider any Operative  Agreement shall include a statement
that the signatory (a) has reviewed the activities of the entity on whose behalf
the Officer's  Certificate is being given with respect to the subject matter for
which  such  Officer's  Certificate  is  requested,  (b) is  familiar  with  the
provisions of the relevant Operative  Document to which the requested  Officer's
Certificate  relates  and  (c)  has,  in such  signatory's  opinion,  made  such
examination or  investigation as is necessary to enable such signatory to act on
an informed basis in responding to such request.

     "Operative Documents" shall mean the Sale and Purchase Agreement,  the Debt
Documents, the Lease, the Memorandum of Lease, the SNDA Agreement, the Deed, the
Bills of Sale and other instruments of transfer in connection with the Property,
including  the  Equipment,  The Head Lease,  the  Intercreditor  Agreement,  the
Indemnity Agreement, the Special Indemnity


                                      A-l4


<PAGE>


Agreement and the UCC financing statements required to be executed and delivered
in connection with the foregoing,  collectively.

     "Oral Licensee" shall have the meaning  specified in Section 20.0l(n)(xiv)
of the Lease.

     "Overall  Transaction"  shall  mean  all the  transactions  and  activities
referred to in or contemplated by the Operative Documents.

     "Participant"  shall mean shall mean Lessor, any Holder,  Agent,  Servicer,
any trustee  under a Mortgage  which is a deed of trust,  the Proceeds  Trustee,
Head  Lessor,  each of their  assignees or other  transferees  and each of their
Affiliates and their respective officers,  directors,  employees,  shareholders,
members or other equity owners.

     "Permits"  shall  mean as to the  Property  all  licenses,  authorizations,
certificates,  variances, concessions, grants, registrations,  consents, permits
and  other  approvals  issued  by a  Governmental  Authority  now  or  hereafter
pertaining to the  ownership,  management,  occupancy,  use or operation of such
Property, including certificates of occupancy.

     "Permitted   Encumbrances"  shall  mean  the  easements,   rights  of  way,
reservations.  servitudes  and rights of others  against the Property  which are
listed in the Title Policy issued to the Lessor or the Agent (as applicable).

     "Permitted  Investments"  shall  mean  any  one or  more  of the  following
obligations or securities  having (a) a predetermined  fixed dollar of principal
due at maturity that cannot vary or change, (b) bearing interest that may either
be fixed or variable  but which is tied to a single  interest  rate index plus a
single fixed rate spread (if any) and move  proportionately with that index, and
(c) having the required ratings, if any, provided for in this definition:

          (i) investments in direct  obligations of the United States of America
     or any agency thereof having maturities of less than one year;

          (ii) investments in commercial paper maturing within one year from the
     date of creation  thereof of the highest  credit  rating of a Rating Agency
     (or,  in the case of  Standard  &  Poor's,  one of the two  highest  credit
     ratings);

          (iii) investments in bankers' acceptances, certificates of deposit and
     commercial  money  market  funds  having  maturities  of less than one year
     issued by commercial  banks in the United States of America  having capital
     and surplus in excess of $50,000,000;

          (iv) repurchase  obligations with a term of not more than one year for
     underlying securities of the types described in clauses (i) and (iii) above
     entered into with a  counterparty  whose  short-term  securities are of the
     highest  credit  rating of any NRSRO (or, in the case of Standard & Poor's,
     one of the two highest credit ratings); and

          (v) freely redeemable shares in money market funds which invest solely
     in securities of the types  described in clauses (i), (ii),  (iii) and (iv)
     and rated in the highest

                                      A-I5


<PAGE>

     rating category by any NRSRO (or, in the case of Standard & Poor's,  one of
     the two highest rating categories).

     "Permitted Liens" shall mean:

          (a) the  respective  rights and  interests  of the  parties  under the
     Operative Documents.

          (b) Liens  for Taxes  either  not yet due or being  contested  in good
     faith and by appropriate proceedings. so long as such proceedings shall not
     involve any material danger of the sale,  forfeiture or loss of any part of
     the Property,  title thereto or any interest  therein and are undertaken in
     accordance  with  the  terms of any  documents  securing  the  Indebtedness
     (including, without limitation, posting of any Notes or other collateral to
     the extent required by such documents),

          (c) materialmen's,  mechanics',  workers',  repairmen's,  employees or
     other like Liens for amounts either not yet due or being  contested in good
     faith and by appropriate  proceedings so long as such proceedings shall not
     involve any material danger of the sale,  forfeiture or loss of any part of
     the  Property,  title  thereto or any interest  therein;  provided,  Lessee
     agrees that it shall pay,  discharge of record or note any such Lien within
     thirty (30) days after knowledge of the filing thereof,

          (d) Liens  arising out of judgments or awards with respect to which at
     the time an appeal or  proceeding  for review is being  prosecuted  in good
     faith and  either  which  have  been  bonded  or for the  payment  of which
     adequate   reserves  shall  have  been  provided  to  Lessor's   reasonable
     satisfaction: provided, that, if the long-term unsecured debt is then rated
     by either Rating Agency,  such debt, shall not be rated  Investment  Grade,
     then any such  amount in  excess  of Two  Hundred  Fifty  Thousand  Dollars
     ($250,000), shall be bonded or discharged by Lessee within thirty (30) days
     after Lessee's, knowledge thereof, and

          (e) assignments and subleases that comply with the terms of the Lease.

     "Person" shall mean an individual, corporation, partnership, joint venture,
association,    joint-stock   company,   trust,   limited   liability   company,
non-incorporated   organization   or  government  or  any  agency  or  political
subdivision thereof.

     "Plan" shall have the meaning specified in Section 8.05(c) of the Lease.

     "Proceeds  Trustee" shall mean the Servicer or, if a Property affected by a
Casualty or a Condemnation  shall not at the time in question be encumbered by a
Mortgage, a federally insured bank or other financial  institution,  selected by
Lessor and reasonably satisfactory to Lessee.


     "Property" shall mean the real property whose parcel or parcels of land are
described on Exhibit B to the Lease (the "Land"), together with all buildings,
structures and other improvements of every kind situated on the Land
(collectively, the "Improvements"), together with all easements, rights and
appurtenances relating to the Land or the Improvements, and


                                      A-16


<PAGE>


together with all fixtures,  including all components thereof, on and in respect
to the Improvements,  including, without limitation, all built-in equipment used
in the operation of the Property, together with all replacements. modifications,
alterations and additions thereto (collectively, the "Fixtures"); provided, that
in no event shall "Property" include Lessee's Equipment and Personality.  As the
context requires,  Property shall include the Equipment or the right,  title and
interest  of the  Lessor  in the  Property.  including  the  Lessor's  leasehold
interest in the Equipment.

     "Proposed  Adjustment" shall have the meaning specified in Section 19.03(c)
of the Lease.

     "Qualified  Appraiser"  with  respect  to  the  Real  Property,   means  an
independent  appraiser who shall be a member of The Appraisal  Institute (or its
successor organization) with not less than ten (10) years' experience appraising
properties similar to the Land, Improvements and Fixtures constituting a portion
of the Property in the market in which the Property is located.

     "Rating  Agencies"  shall  mean  Moody's,  Standard & Poor's and Fitch IBCA
Inc., or at the Lender's election, another NRSRO.

     "Real Property"  shall mean all real property and other  property,  if any,
subject  to  the  Lease,  specifically  including  the  Land,  Improvements  and
Fixtures, but excluding the Equipment.

     "Reference Rate" shall mean, with respect to any specified amount: (I)
first, a yield shall be computed by using linear interpolation to the Remaining
Weighted Average Life (defined below) between the Reference Treasury Yields
(defined below) of two maturities, (i) one maturity as close as possible to, but
less than or equal to, the Remaining Weighted Average Life of such specified
amount and (ii) the other maturity as close as possible to, but greater than,
the Remaining Weighted Average Life of such specified amount, provided, that if
the Remaining Weighted Average Life is less than or equal to the shortest
maturity of the Reference Treasury Yields, the yield shall equal such Reference
Treasury Yield or the shortest maturity; (II) such determined yield then being
expressed as a monthly equivalent as a decimal, with the result being the
applicable Reference Rate. "H.15(519)" means the weekly statistical release
designated as such, or any successor publication, of the Board of Governors of
the Federal Reserve System, or if such statistical release is no longer
published, any publicly available source of similar market data. In the case
that Reference Rate is being used for the determination of Make-Whole Premium,
the date of determination of a Make-Whole Premium is the fifth Business Day
preceding the date such amount becomes due and payable. "Remaining Weighted
Average Life" with respect to any specified amount shall mean, as applicable to
a prepayment date, the number of years obtained by computing the quotient of(A)
the Remaining Dollar Years (defined below) by (B) the aggregate principal or
other relevant amount of such specified amount then outstanding. The term
"Remaining Dollar Years" of such specified amount shall mean the product
obtained by multiplying (1) the amount of each then remaining principal payment
or other relevant payment amount for such specified amount (including the
principal payment at final maturity), by (2) the number of years (rounded to the
nearest one-twelfth) which will elapse between such prepayment date and the date
such payment of principal is due. The term "Reference Treasury Yields" shall
mean the most recent weekly Average yields of those

                                     A-17

<PAGE>


elements of the  Treasury  constant  maturity  series as  published  in the most
recent H.15(5l9) corresponding to "on the run" United States Treasury securities
traded  in the  public  markets  at the time of  determination:  provided,  if a
determination  is being  made in  connection  with any  prepayment  of the Notes
arising from a Lease Event of Default,  an  additional  50 basis points shall be
added thereto.

     "Refinancing" shalt mean any refinancing of the Indebtedness.

     "Refusal Offer" shall have the meaning specified in Section 4.01(a) of the
Lease.

     "Reimbursement  Date" shall have the meaning  specified in Section 19.02(c)
of the Lease.

     "Release"  shall mean the release under  applicable  Environmental  Laws or
threatened  release of any Hazardous  Material into or upon or under any land or
water or air, or otherwise into the environment,  including, without limitation,
by means of burial, disposal, discharge, emission, injection, spillage, leakage,
seepage, leaching, dumping, pumping, pouting, escaping,  emptying, placement and
the like.

     "Remedial Action" means the investigation, clean-up, remediation or removal
required by Environmental  Law of  contamination,  environmental  degradation or
damage caused by,  related to or arising from the  existence,  generation,  use,
handling,  treatment,  storage,  transportation,  disposal,  discharge,  release
(including a continuous release), or emission of Hazardous Material,  including,
without limitation, investigations, response and remedial actions required under
CERCLA,  corrective action required under the Resource Conservation and Recovery
Act  of  1976,  as  amended,  the  investigation,  removal  or  closure  of  any
underground  storage tanks,  and any related soil or groundwater  investigation,
cleanup remediation or removal,  and other investigation,  clean-up,  removal or
remediation required under or necessary to comply with any Environmental Laws.

     "Renewal Rent" shall mean the meaning  specified in Section 5.01(b) of the
Lease.

     "Renewal  Term" shall have the  meaning  specified  in Section  5.01 of the
Lease.

     "Rent" shall mean Interim Rent,  Base Rent,  Renewal Rent and  Supplemental
Rent. collectively.

     "Rent  Account"  shall have the meaning  specified  in Section  3.03 of the
Lease.

     "Rent  Commencement  Date" shall mean the Closing Date,  which shall be the
date on which Interim Rent and Head Lease Interim Rent commence  under the Lease
and Head Lease  respectively,  unless such day is the first  calendar  day `of a
month,  in which case,  Base Rent and Head Lease Base Rent shall  commence under
the Lease and the Head Lease respectively.

     "Rent Commencement Date" shall mean the Closing Date.

     "Rent  Payment  Date" shall mean the last Business Day of each month during
the Lease Term or the Head Lease Term, as the case may be.


                                      A-18


<PAGE>

     "Required Remedial Action Date" shall have the meaning specified in Section
8.05(c) of the Lease.

     "Restoration  Fund" shall have the meaning specified in Section 12.04(a) of
the Lease.

     "Right of First Refusal"  shall have the meaning  specified in Section 4.01
of the Lease.

     "Sale and Purchase  Agreement"  shall mean the Sale and Purchase  Agreement
dated as of June 1, 2000 between together with Lessee,  as a seller,  and Lessor
and Head Lessor,  as purchaser with respect to the Property and acknowledged and
agreed by the Holders.

     "Securities  Act"  shall  mean  the  Securities  Act of 1933,  as  amended.

     "Self-Insurance  Amount"  shall have the meaning  specified  in Section 9.0
1(b) of the Lease.

     "Seller"  shall  mean  Atlantic  Financial  Group,  Ltd.,  a Texas  limited
partnership, and Lessee collectively.

     "Servicer"  shall mean  First  Union  National  Bank,  a  national  banking
association,  any  replacement  thereof  and the  successors  and assigns of the
foregoing.

     "Single  Purpose  Entity"  shall mean a Person,  other than an  individual,
which (i) is formed or organized  solely for the purpose of holding an ownership
interest  in the  Property  (except  the  portion of the  Property  constituting
Equipment,  in which case such Person shall hold a leasehold  estate therein and
any other rights,  titles or benefits  relating to the Equipment arising from or
out of the Head  Lease or any  option  thereunder),  (ii) does not engage in any
business  unrelated to the  Property,  (iii) does not have any assets other than
those  related to its interest in the Property,  receipts  therefrom or proceeds
therefrom or any  indebtedness  other than as  permitted by the other  Operative
Documents,  (iv) has its own separate books and records and has its own accounts
in each  case  which are  separate  and apart  from the  books and  records  and
accounts  of any other  Person,  and (v) at all times  has,  or in the case of a
limited  partnership,  has a corporate general partner which has, or in the case
of a limited liability  company,  has a corporate manager (or, if the manager of
the limited liability company is a partnership, such partnership has a corporate
general partner) which has, one independent manager or independent director

     "SNDA Agreement" shall mean the Lease  Subordination,  Non-Disturbance  and
Attorrnment  Agreement  dated as of June 1, 2000 among the Lessor,  Lessee,  the
Head Lessor and the Agent.

     "Special Indemnity  Agreement" shall mean that Indemnity Agreement dated as
of  June  1,  2000  made by  Lessee  for the  benefit  of the  Head  Lessor  and
acknowledged by the Agent and Holders which provides for the exercise of certain
rights and remedies  against the Lessee and the Equipment as indemnity claims in
the event of a Lease Event of Default.

     "Special  Purpose  Representations  and Warranties"  shall have the meaning
specified in Section 25.01(a) of the Lease.

     "Standard  & Poor's"  shall mean  Standard  & Poor's  Ratings  Services,  a
division of The McGraw-Hill Companies, Inc., and its successors.


                                      A-l9

<PAGE>

     "Sublease"  shall have the meaning  given such term in Section 14.01 of the
Lease.

     "Substitute  Property"  shall mean a property that is substituted by Lessee
pursuant to Article XXIII or Section 12.01 of the Lease for an Affected Property
in  accordance  with  Article  XXIII of the  Lease  and that is  substituted  as
collateral by Lessor pursuant to Section 20.07 of the Note Purchase Agreement.

     "Supplemental  Rent"  shall  mean the  Make-Whole  Premium  and any and all
amounts, liabilities,  obligations, late charges and Impositions other than Base
Rent which Lessee  assumes or agrees or is otherwise  obligated to pay under the
Lease and the Operative  Documents  (whether or not  designated as  Supplemental
Rent) to any Person,  including  Fair Market Sales Value  payments,  Termination
Value  payments,  and  indemnities  and  damages  for  breach of any  covenants,
representations, warranties or agreements.

     "Surviving  Corporation"  shall  have  the  meaning  specified  in  Section
20.03(b) of the Lease.

     "Tangible  Net Worth" means with  respect to any Person,  as of any date of
determination,  the sum of capital stock and additional  paid-in capital (net of
treasury stock) plus retained  earnings or capital  surplus,  as the case may be
(or minus any accumulated deficit), minus intangible assets (including,  without
limitation, franchises, patents, patent applications.  trademarks, branch names,
good will and research and development)  determined on a consolidated  basis and
in conformity with GAAP.

     "Tax Counsel" shall have the meaning  specified in Section  19.02(e) of the
Lease.

     "Tax  Indemnitee"  shall mean  Lessor,  any Holder,  Agent,  Servicer,  any
trustee under a Mortgage which is a deed of trust,  the Proceeds  Trustee,  Head
Lessor,  each of  their  assignees  or  other  transferees  and  each  of  their
Affiliates and their respective officers,  directors,  employees,  shareholders,
members or other equity owners.

     "Tax Party"  shall have the meaning  specified  in Section  19.03(c) of the
Lease.

     "Taxes" shall mean any and all present and future taxes, including income
(gross or net), gross or net receipts, sales, use, value added, franchise, doing
business, transfer, capital, property (tangible or intangible), municipal
assessments, excise and stamp taxes, levies, imposts, duties, charges,
assessments or withholding, together with any penalties, fines or interest
thereon or additions thereto (any of the foregoing being referred to herein
individually as a "Tax"), imposed by any Governmental Authority. Taxes shall
include the costs of any contest or appeal pursued which reduces the Taxes (or
attempts to do so) including reasonable attorney's fees and costs incident
thereto. Without limiting the foregoing, if at any time during the tern of the
Lease the methods of taxation prevailing at the execution thereof shall be
changed or altered so that in lieu of or as a supplement or addition to or a
substitute for the whole or any part of the real estate taxes or assessments now
or from time to time, thereafter levied, assessed or imposed by applicable
taxing authorities for the funding of governmental services, there shall be
imposed


                                      A-20


<PAGE>


(i) a tax,  assessment,  levy,  imposition  or charge,  wholly or partially as a
capital levy or otherwise,  on the rents received from or otherwise attributable
to the Property,  or (ii) a tax, assessment,  levy (including but not limited to
any municipal, state or federal levy), imposition or charge measured by or based
in whole or in part  upon  the  Property  or the  Lease or the Head  Lease,  and
imposed on the Lessor  under the Lease,  the Head Lessor under the Head Lease or
any portion thereof,  or (iii) a license fee or other fee or tax measured by the
rent  payable  under  the  Lease  or the Head  Lease,  or (iv)  any  other  tax,
assessment,  levy, charge, fee or the like payable with respect to the Property,
the rents,  issues and profits  thereof,  the Lease, the Head Lease or the rents
and charges payable pursuant thereto, then all such taxes,  assessment,  levies,
impositions  and/or  charges,  or the part thereof so measured or based shall be
deemed to be Taxes.

     "Term" shall mean the Interim Term, the Base Term and any Renewal Term.

     "Termination  Value" shall mean on the  Termination  Value Date or the date
payment is to be made under Section 12.01 if Lessor  rejects  Lessee's  offer to
purchase,  as the case may be, (i) during  the Base  Term,  the value  listed on
Schedule  12.01 to the Lease for such Property as of such date and (ii) during a
Renewal Term, the Fair Market Sales Value of such Property as of such date.

     "Termination  Value Date" shall have the meaning  specified in Section 12.0
1(a) of the Lease and after the expiration of the Base Term shall mean the first
day of each month during a Renewal Term.

     "Title Insurance  Company" shall mean Old Republic National Title Insurance
Company

     "Title  Policy" shall mean the title  insurance  policy issued by the Title
Insurance Company to Lessor pursuant to the Sale and Purchase Agreement,  and to
the Agent pursuant to the Note Purchase Agreement on the Closing Date.

     "Transfer"  shall have the  meaning  specified  in Section  19.02(b) of the
Lease.

     "UCC"  shall mean the  Uniform  Commercial  Code as enacted in the state in
which Property is located, or any other applicable Uniform Commercial Code.

     "Verifier"  shall have the  meaning  specified  in Section  19.02(g) of the
Lease.

     "Warranties" shall have the meaning specified in Section 6.02 of the Lease.

     "Withdrawn  Property" shall have the meaning  specified in Section 23.01 of
the Lease.


                                      A-21


<PAGE>

                3.01 - Base Rent Schedule

     Note: Base Rent is due on the last business day of the month.

                 Month end                  Indianola
Period             Date                   Rent Schedule
Interim          30-Jun-00                 $384,404.10
 1               31-Jul-00                 $397,659.41
 2               31-Aug-00                 $397,659.41
 3               30-Sep-00                 $397,659.41
 4               31-Oct-00                 $397,659.41
 5               30-Nov-00                 $397,659.41
 6               31-Dec-00                 $397,659.41
 7               31-Jan-01                 $397,659.41
 8               28-Feb-01                 $397,659.41
 9               31-Mar-01                 $397,659.41
10               30-Apr-01                 $397,659.41
11               31-May-01                 $397,659.41
12               30-Jun-01                 $397,659.41
13               31-Jul-01                 $397,659.41
14               31-Aug-01                 $397,659.41
15               30-Sep-01                 $397,659.41
16               31-Oct-01                 $397,659.41
17               30-Nov-01                 $397,659.41
13               31-Dec-01                 $397,659.41
19               31-Jan-02                 $397,659.41
20               28-Feb-02                 $397,659.41
21               31-Mar-02                 $397,659.41
22               30-Apr-02                 $397,659.41
23               31-May-02                 $397,659.41
24               30-Jun-02                 $397,659.41
25               31-Jul-02                 $397,659.41
26               31'Aug-02                 $397,659.41
27               30-Sep-02                 $397,659.41
23               31-Oct-02                 $397,659.41
29               30-Nov-02                 $397,659.41
30               31-Dec-02                 $397,659.41
31               31-Jan-03                 $397,659.41
32               28-Feb-03                 $397,659.41
33               31-Mar-03                 $397,659.41
34               30-Apr-03                 $397,659.41
35               31-May-03                 $397,659.41
36               30-Jun-03                 $397,659.41
37               31-Jul-03                 $397,659.41
38               31-Aug-03                 $397,659.41
39               30-Sep-03                 $397,659.41



                                       1
<PAGE>


            3.01 - Base Rent Schedule

Note: Base rent is due on the last business day of the month.

                 Month End                  Indianola
Period             Date                   Rent Schedule
40               31-Oct-03                 $397,659.41
41               30-Nov-03                 $397,659.41
42               31-Dec-03                 $397,659.41
43               31-Jan-04                 $397,659.41
44               29-Feb-04                 $397,659.41
45               31-Mar-04                 $397,659.41
46               30-Apr-04                 $397,659.41
47               31-May-04                 $397,659.41
48               30-Jun-04                 $397,659.41
49               31-Jul-04                 $397,659.41
50               31-Aug-04                 $397,659.41
51               30-Sep-04                 $397,659.41
52               31-Oct-04                 $397,659.41
53               30-Nov-04                 $397,659.41
54               31-Dec-04                 $397,659.41
55               31-Jan-05                 $397,659.41
56               23-Feb-05                 $397,659.41
57               31-Mar-05                 $397,659.41
58               30-Apr-05                 $397,659.41
59               31-May-05                 $397,659.41
60               30-Jun-05                 $397,659.41
61               31-Jul-05                 $397,659.41
62               31-Aug-05                 $397,659.41
63               30-Sep-05                 $397,659.41
64               31-Oct-05                 $397,659.41
65               30-Nov-05                 $397,659.41
66               31-Dec-05                 $397,659.41
67               31-Jan-06                 $397,659.41
68               28-Feb-06                 $397,659.41
69               31-Mar-06                 $397,659.41
70               30-Apr-06                 $397,659.41
71               31-May-06                 $397,659.41
72               30-Jun-06                 $397,659.41
73               31-Jul-06                 $397,659.41
74               31-Aug-06                 $397,659.41
75               30-Sep-06                 $397,659.41
76               31-Oct-06                 $397,659.41
77               30-Nov-06                 $397,659.41
78               31-Dec-06                 $397,659.41
79               31-Jan-07                 $397,659.41


                                        2

<PAGE>


             3.01 - Base Rent Schedule

Note: Base Rent is due on the last business day of the month.

               Month End                    Indianola
Period            Date                    Rent Schedule
 80            28-Feb-07                   $397,659.41
 81            31-Mar-07                   $397,659.41
 82            30-Apr-07                   $397,659.41
 83            31-May-07                   $397,659.41
 84            30-Jun-07                   $397,659.41
 85            31-Jul-07                   $338,051.76
 86            31-Aug-07                   $338,051.76
 87            30-Sep-07                   $338,051.76
 88            31-Oct-07                   $338,051.76
 89            30-Nov-07                   $338,051.76
 90            31-Dec-07                   $338,051.76
 91            31-Jan-08                   $338,051.76
 92            29-Feb-08                   $338,051.76
 93            31-Mar-08                   $338,051.76
 94            30-Apr-08                   $338,051.76
 95            31-May-08                   $338,051.76
 96            30-Jun-08                   $338,051.76
 97            31-Jul-08                   $338,051.76
 98            31'Aug-08                   $338,051.76
 99            30-Sep-08                   $333,051.76
100            31-Oct-08                   $338,051.76
101            30-Nov-08                   $338,051.76
102            31-Dec-08                   $338,051.76
103            31-Jan-09                   $338,051.76
104            28-Feb-09                   $338,051.76
105            31-Mar-09                   $333,051.76
106            30-Apr-09                   $338,051.76
107            31-May-09                   $333,051.76
108            30-Jun-09                   $338,051.76
109            31-Jul-09                   $264,930.98
110            31-Aug-09                   $264,930.98
111            30-Sep-01                   $264,930.93
112            31-Oct-09                   $264,930.98
113            30-Nov-09                   $264,930.98
114            31-Dec-09                   $264,930.98
115            31-Jan-10                   $264,930.98
116            28-Feb-10                   $264,930.98
117            31-Mar-10                   $264,930.98
118            30-Apr-10                   $264,930.98
119            31-May-10                   $264,930.98



                                        3
<PAGE>

        301 - Base Rent Schedule

Rent is due on the last business day of the month.

              Month End                     Indianola
Period           Date                     Rent Schedule
120           30-Jun-lO                    264,930.98
121           31-Jul-10                    264,930.98
122           31-Aug-10                    264,930.98
123           30-Sep-10                    264,930.98
124           31-Oct-10                    264,930.98
125           30-Nov-10                    264,930.98
126           31-Dec-10                    264,930.98
127           31-Jan-11                    264,930.98
128           28-Feb-11                    264,930.98
129           31-Mar-11                    264,930.98
130           30-Apr-11                    264,930.98
131           31-May-11                    264,930.98
132           30-Jun-11                    264,930.98
133           31-Jul-11                    264,930.98
134           31-Aug-11                    264,930.98
135           30-Sep-11                    264,930.93
136           31-Oct-11                    264,930.98
137           30-Nov-11                    264,930.98
138           31-Dec-11                    264,930.98
139           31-Jan-12                    264,930.98
140           29-Feb-12                    264,930.98
141           31-Mar-12                    264,930.98
142           30-Apr-12                    264,930.98
143           31-May-12                    264,930.98
144           30-Jun-12                    264,930.98
145           31-Jul-12                    264,930.98
146           31-Aug-12                    264,930.98
147           30-Sep-12                    264,930.98
148           31-Oct-12                    264,930.98
149           30-Nov-12                    264,930.98
150           31-Dec-12                    264,930.98
151           31-Jan-13                    264,930.98
152           28-Feb-13                    264,930.98
153           31-Mar-13                    264,930.98
154           30-Apr-13                    264,930.98
155           31-May-13                    264,930.98
156           30-Jun-13                    264,930.98
157           31-Jul-13                    264,930.98
158           31-Aug-13                    264,930.98
159           30-Sep-13                    264,930.98


                                        4
<PAGE>



                            3.01 - Base Rent Schedule

Note: Base Rent is due on the last business day of the month.

                  Month End                 Indianola
Period              Date                  Rent Schedule
160               31-Oct-13                $264,930.98
161               30-Nov-13                $264,930.98
162               31-Dec-13                $264,930.98
163               31-Jan-14                $264,930.98
164               28-Feb-14                $264,930.98
165               31-Mar-14                $264,930.98
166               30-Apr-14                $264,930.98
167               31-May-14                $264,930.98
168               30-Jun-14                $264,930.98
169               31-Jul-14                $264,930.98
170               31-Aug-14                $264,930.98
171               30-Sep-14                $264,930.98
172               31-Oct-14                $264,930.98
173               30-Nov-14                $264,930.93
174               31-Dec-14                $264,930.98
175               31-Jan-14                $264,930.98
176               28-Feb-15                $264,930.98
177               31-Mar-15                $264,930.98
178               30-Apr-15                $264,930.98
179               31-May-15                $264,930.98
180               30-Jun-15                $264,930.98
181               31-Jul-15                $264,930.98
182               31-Aug-15                $264,930.98
183               30-Sep-15                $264,930.98
184               31-Oct-15                $264,930.98
185               30-Nov-15                $264,930.98
186               31-Dec-15                $264,930.98
187               31-Jan-16                $264,930.98
188               29-Feb-16                $264,930.98
189               31-Mar-16                $264,930.98
190               30-Apr-16                $264,930.98
191               31-Mar-16                $264,930.98
192               30-Jun-16                $264,930.98
193               31-Jul-16                $264,930.98
194               31-Aug-16                $264,930.98
195               30-Sep-16                $264,930.98
196               31-Oct-16                $264,930.98
197               30-Nov-16                $264,930.98
198               31-Dec-16                $264,930.38
199               31-Jan-17                $264,930.98


                                       5

<PAGE>


          3.01- Base Rent Schedule

Note: Base Rent is due on the last business day of the month.

                  Month End                 Indianola
Period              Date                  Rent Schedule
200               28-Feb-17                $264,930.98
201               31-Mar-17                $264,930.98
202               30-Apr-17                $264,930.98
203               31-May-17                $264,930.98
204               30-Jun-17                $264,930.98
205               31-Jul-17                $264,930.98
206               31-Aug-17                $264,930.98
207               30-Sep-17                $264,930.98
208               31-Oct-17                $264,930.98
209               30-Nov-17                $264,930.93
210               31-Dec-17                $264,930.98
211               31-Jan-18                $264,930.98
212               28-Feb-13                $264,930.98
213               31-Mar-18                $264,930.98
214               30-Apr-18                $264,930.98
215               31-May-18                $264,930.93
216               30-Jun-18                $264,930.98
217               31-Jul-18                $264,930.98
218               31-Aug-18                $264,930.98
219               30-Sep-18                $264,930.98
220               31-Oct-18                $264,930.98
221               30-Nov-18                $264,930.98
222               31-Dec-18                $264,930.98
223               31-Jan-19                $264,930.98
224               28-Feb-19                $264,930.98
225               31-Mar-19                $264,930.98
226               30-Apr-19                $264,930.98
227               31-May-19                $264,930.98
228               30-Jun-19                $264,930.98
229               31-Jul-19                $264,930.98
230               31-Aug-19                $264,930.98
231               30-Sep-19                $264,930.98
232               31-Oct-19                $264,930.98
233               30-Nov-19                $264,930.98
234               31-Dec-19                $264,930.98
235               31-Jan-20                $264,930.98
236               29-Feb-20                $264,930.98
237               31-Mar-20                $264,930.98
238               30-Apr-20                $264,930.98
239               31-May-20                $264,930.98


                                       6

<PAGE>


            3.01- Base Rent Schedule

Rent is due on the last business day of the month.

                  Month End                 Indianola
Period              Date                  Rent Schedule
240               30-Jun-20                $264,930.98
241               31-Jul-20                $264,930.98
242               31-Aug-20                $264,930.98
243               30-Sep-20                $264,930.98
244               31-Oct-20                $264,930.98
245               30-Nov-20                $264,930.98
246               31-Dec-20                $264,930.98
247               31-Jan-21                $264,930.98
248               28-Feb-21                $264,930.98
249               31-Mar-21                $264,930.98
250               30-Apr-21                $264,930.98
251               31-May-21                $264,930.98
252               30-Jun-21                $264,930.98
253               31-Jul-21                $264,930.98
254               31-Aug-21                $264,930.98
255               30-Sep-21                $264,930.98
256               31-Oct-21                $264,930.98
257               30-Nov-21                $264,930.98
258               31-Dec-21                $264,930.98
259               31-Jan-22                $264,930.98
260               28-Feb-22                $264,930.98
261               31-Mar-22                $264,930.98
262               30-Apr-22                $264,930.98
263               31-May-22                $264,930.98
264               30-Jun-22                $264,930.98




                                       7
<PAGE>


                                Schedule 8.05(d)

Indianola, MS Property:

(i)  Either (a) (x)  complete,  to the  reasonable  satisfaction  of the Lessor,
     installation  of secondary  containment  structures  over the waste oil and
     diesel  fuel  aboveground  storage  tanks at the truck  repair  shop at the
     Premises and (y) install appropriate  covering over all outdoor aboveground
     storage  tanks  and  associated  secondary  containment  areas at the truck
     repair shop; or (b) move such tanks to inside the truck repair shop.

(ii) Clean to the reasonable  satisfaction  of the Lessor any and all oil stains
     on the truck repair shop concrete floor.


<PAGE>


                                Schedule 8.05(e)


Indianola, MS Property:

(i)  Repair and seal to the reasonable  satisfaction of the Lessor all expansion
     joints at the warehouse areas to a state of good working order;  repair and
     seal to the  reasonable  satisfaction  of the  Lessor  all cracks and other
     deficiencies  in the exterior  joints located at the front office area; and
     repair and seal to the reasonable  satisfaction of the Lessor all expansion
     joints in the building and at the office area  exteriors to a state of good
     working order.

(ii) Repair to the  reasonable  satisfaction  of the Lessor the  puncture in the
     roof membrane near the mechanical  equipment;  obtain a manufacturer's roof
     warranty;  and conduct  periodic  cleaning of the roof drain perimeters for
     the purpose of removing debris for proper drainage.

(iii)Repair to the reasonable  satisfaction of the Lessor evidence of leakage in
     fire sprinkler systems valving and piping.


<PAGE>


                                Schedule 9.01(a)

                               Insurance Coverage



Property                         o     All risk, extended coverage.

                                 o     Ordinance or law coverage and boiler
                                       and machinery, if applicable.

                                 o     Replacement cost basis, with an agreed
                                       value equal to full insurable
                                       replacement value of the Improvements,
                                       Fixtures and Equipment.

                                 o     Agent named as loss payee.

                                 o     Lessor may require, based on reasonable
                                       good faith opinion, on annual basis
                                       that Lessee increase amount. Lessee
                                       pays costs of any appraisal for
                                       Lessor's determination.

Commercial General Liability     o     Coverage of all claims arising out of
                                       Lessee's or any third party's use and
                                       occupancy of Property (including any
                                       sublease) and which are customarily
                                       covered under standard CGL policy.

                                 o     Combined single limit of $1,000,000.00
                                       per occurrence; aggregate limit of
                                       $10,000,000.00; excess umbrella
                                       liability insurance of at least
                                       $20,000,000.00; aggregate limit per
                                       location of $20,000,000.00.

                                 o     Lessor may require, based on reasonable
                                       good faith opinion, on annual basis
                                       that Lessee increase amount.

                                 o     Limits on amounts shall not limit
                                       liability of Lessee under the Lease.

Workers' Compensation            o     As per applicable statute.

Employers' Liability             o     Limit per employee of at least
                                       $100,000.00; $500,000.00 per
                                       occurrence.

Builder's Risk                   o     All risk, extended coverage for any
                                       period of construction at the Property
                                       if not otherwise insures by property
                                       insurance policy.

                                 o     For value of alterations and/or
                                       additions.

Flood                            o     If Property is in special flood hazard
                                       zone, in highest amount available.

                                 o     If Property is not in special flood
                                       hazard zone, in amount of at least
                                       $250,000.00.

                                 o     Notwithstanding the above, Lesse shall
                                       comply with Section 9.01 (f) of Lease.

Earthquake                       o     If Property is in earthquake zone, in
                                       amount greater of (x) amount sufficient
                                       to prevent Lessor and Lessee from
                                       becoming coinsurers of any loss or (y)
                                       100% of replacement value; deductible
                                       must be reasonable acceptable to
                                       Lessor; replacement cost endorsement to
                                       be included.

                                 o     If Property is not in earthquake zone,
                                       in amount of $250,000.00.

Other Insurance                  o     Lessor may, from tine, reasonably
                                       require other insurance so long as such
                                       other insurance is customarily required
                                       to be carried on similar properties in
                                       the industry and similar geographic
                                       region.

Insurance Companies              o     Any insurance shall be provided by one
                                       or more insurers (x) with a claims
                                       paying rating of at least A by S&P or
                                       the equivalent rating by Moody's and
                                       (y) a general policy rating of at least
                                       A and financial class of at least XI by
                                       AM. Best Company, Inc. If an insurer
                                       shall fail to meet such requirements,
                                       Lessee shall have 60 days to replace
                                       such insurer with an insurer meeting
                                       the above requirements.



<PAGE>


Endorsements

                                 o     Lessor, Agent, Holders and Head Lessor
                                       named as additional insureds under
                                       liability policies required under the
                                       Lease.

                                 o     Each policy shall be primary without
                                       right of contribution.

                                 o     Insurer shall waive all rights of
                                       subrogation against Lessor, Agent.
                                       Holders and Head Lessor, unless such
                                       parties have caused the loss/liability
                                       by gross negligence or willful
                                       misconduct.

                                 o     With respect to additional tnsureds and
                                       additional loss payees, a policy shall
                                       operate and be so construed as if a
                                       separate policy.

                                 o     Insurer, upon cancellation or
                                       non-renewal, must give 30 day written
                                       notice to Lessor, Agent, Holders and
                                       Head Lessor.

                                 o     Lessor, Agent, Holders and Head Lessor
                                       shall not be liable for any premiums or
                                       assessments.

                                 o     No act or omission, whether or not
                                       negligent, of Lessee or any indemnitee
                                       shall affect enforceability or validity
                                       of any policy with any other Indemnitee.

Adjustment                       o     So long as no Lease Event of Default
                                       shall exist. Lessee shall, at Lessee's
                                       own cost and expense, adjust all
                                       losses.

Self-Insurance                   o     Deductible is $500,000.00 for Property
                                       and $1,000,000.00 for Commercial
                                       General Liability.

                                 o     So long as requirements for self
                                       insurance are satisfied, there will be
                                       no limit on amounts of self insurance.


<PAGE>


Schedule 12.01 - Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.

                                  Indianola Lease          Indianola Lease
               Month End         Termination Value        Termination Value
 Period          Date                  (%)                 (Dollar Value)
Interim       30-Jun-00             104.000%              $43,579,175.12
   1          31-Jul-00             104.000%              $43,579,175.12
   2          31-Aug-00             103.814%              $43,501,235.45
   3          30-Sep-00             103.628%              $43,423,295.77
   4          31-Oct-00             103.442%              $43,345,356.09
   5          30-Nov-00             103.255%              $43,266,997.38
   6          31-Dec-00             103.069%              $43,189,057.70
   7          31-Jan-01             102.883%              $43,111,118.02
   8          28-Feb-01             102.696%              $43,032,759.31
   9          31-Mar-01             102.510%              $42,954,819.64
  10          30-Apr-01             102.324%              $42,876,879.96
  11          31-Mar-01             102.137%              $42,798,521.25
  12          30-Jun-01             101.951%              $42,720,581.57
  13          31-Jul-01             101.765%              $42,642,641.89
  14          31-Aug-01             101.578%              $42,564,283.18
  15          30-Sep-01             101.392%              $42,486,343.50
  16          31-Oct-01             101.206%              $42,408,403.82
  17          30-Nov-01             101.020%              $42,330,464.15
  18          31-Dec-01             100.833%              $42,252,105.44
  19          31-Jan-02             100.647%              $42,174,165.76
  20          28-Feb-02             100.461%              $42,096,226.08
  21          31-Mar-02             100.274%              $42,017,867.37
  22          30-Apr-02             100.088%              $41,939,927.69
  23          31-May-02              99.902%              $41,861,988.01
  24          30-Jun-02              99.715%              $41,783,629.30
  25          31-Jul-02              99.529%              $41,705,689.63
  26          31-Aug-02              99.343%              $41,627,749.95
  27          30-Sep-02              99.156%              $41,549,391.24
  28          31-Oct-02              98.970%              $41,471,451.56
  29          30-Nov-02              98.784%              $41,393,511.88
  30          31-Dec-02              98.597%              $41,315,153.17
  31          31-Jan-03              98.411%              $41,237,213.49
  32          28-Feb-03              98.225%              $41,159,273.81
  33          31-Mar-03              98.039%              $41,081,334.14
  34          30-Apr-03              97.852%              $41,002,975.43
  35          31-May-03              97.666%              $40,925,035.75
  36          30-Jun-03              97.480%              $40,847,096.07
  37          31-Jul-03              97.293%              $40,768,737.36

                                       1


<PAGE>

Schedule 12.01 - Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.

                                  Indianola Lease          Indianola Lease
               Month End         Termination Value        Termination Value
Period           Date                  (%)                 (Dollar Value)
  38          31-Aug-03              97.107%               $40,690,797.68
  39          30-Sep-03              96.921%               $40,612,858.00
  40          31-Oct-03              96.734%               $40,534,499.29
  41          30-Nov-03              96.548%               $40,456,559.62
  42          31-Dec-03              96.362%               $40,378,619.94
  43          31-Jan-04              96.175%               $40,300,261.23
  44          29-Feb-04              95.989%               $40,222,321.55
  45          31-Mar-04              95.803%               $40,144,381.87
  46          30-Apr-04              95.616%               $40,066,023.16
  47          31-May-04              95.430%               $39,988,083.48
  48          30-Jun-04              95.244%               $39,910,143.80
  49          31-Jul-04              95.058%               $39,832,204.13
  50          31-Aug-04              94.871%               $39,753,845.42
  51          30-Sep-04              94.685%               $39,675,905.74
  52          31-Oct-04              94.499%               $39,597,966.06
  53          30-Nov-04              94.312%               $39,519,607.35
  54          31-Dec-04              94.126%               $39,441,667.67
  55          31-Jan-O5              93.940%               $39,363,727.99
  56          28-Feb-05              93.753%               $39,285,369.28
  57          31-Mar-05              93.567%               $39,207,429.61
  58          30-Apr-05              93.381%               $39,129,489.93
  59          31-May-05              93.194%               $39,051,131.22
  60          30-Jun-05              93.008%               $38,973,191.54
  61          31-Jul-05              92.822%               $38,895,251.86
  62          31-Aug-05              92.635%               $38,816,893.15
  63          30-Sep-05              92.449%               $38,738,953.47
  64          31-Oct-05              92.263%               $38,661,013.79
  65          30-Nov-05              92.077%               $38,583,074.12
  66          31-Dec-05              91.890%               $38,504,715.41
  67          31-Jan-06              91.704%               $38,426,775.73
  68          28-Feb-06              91.518%               $38,348,836.05
  69          31-Mar-06              91.331%               $38,270,477.34
  70          30-Apr-06              91.145%               $38,192,537.66
  71          31-May-06              90.959%               $38,114,597.98
  72          30-Jun-06              90.772%               $38,036,239.27
  73          31-Jul-06              90.586%               $37,958,299.60
  74          31-Aug-06              90.400%               $37,880,359.92
  75          30-Sep-06              90.213%               $37,802,001.21



                                        2


<PAGE>


Schedule 12.01 - Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.


                                  Indianola Lease          Indianola Lease
              Month End          Termination Value        Termination Value
 Period          Date                  (%)                 (Dollar Value)
   76         31-Oct-06              90.027%               $37,724,061.53
   77         30-Nov-06              89,841%               $37,646,121.85
   78         31-Dec-06              89.654%               $37,567,763.14
   79         31-Jan-07              89.468%               $37,489,823.46
   80         28-Feb-07              89.282%               $37,411,883.78
   81         31-Mar-07              89.096%               $37,333,944.11
   82         30-Apr-07              88.909%               $37,255,585.40
   83         31-May-07              88.723%               $37,177,645.72
   84         30-Jun-07              88.537%               $37,099,706.04
   85         31-Jul-07              88.350%               $37,021,347.33
   86         31-Aug-07              88,164%               $36,943,407.65
   87         30-Sep-07              87.978%               $36,865,467.97
   88         31-Oct-07              87.791%               $36,787,109.26
   89         30-Nov-07              87.605%               $36,709,169.59
   90         31-Dec-07              87.419%               $36,631,229.91
   91         31-Jan-08              87.232%               $36,552,871.20
   92         29-Feb-08              87.046%               $36,474,931.52
   93         31-Mar-08              86.860%               $36,396,991.84
   94         30-Apr-08              86.674%               $36,319,052.16
  100         31-Oct-08              85.556%               $35,850,576.03
  101         30-Nov-08              85.369%               $35,772,217.32
  102         31-Dec-08              85.183%               $35,694,277.64
  103         31-Jan-09              84.997%               $35,616,337.96
  104         28-Feb-09              84.810%               $35,537,979.25
  105         31-Mar-09              84.624%               $35,460,039.58
  106         30-Apr-09              84.438%               $35,382,099.90
  107         31-May-09              84.251%               $35,303,741.19
  108         30-Jun-09              84.065%               $35,225,801.51
  109         31-Jul-09              83.879%               $35,147,861.83
  110         31-Aug-09              83.693%               $35,069,922.15
  111         30-Sep-09              83.506%               $34,991,563.44
  112         31-Oct-09              83.320%               $34,913,623.76
  113         30-Nov-09              83.134%               $34,835,684.09



                                        3


<PAGE>


Schedule 12.01 - Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.

                                 Indianola Lease          Indianola Lease
              Month End         Termination Value         Termination Value
 Period          Date                  (%)                 (Dollar Value)
  114         31-Dec-09              82.947%               $34,757,325.38
  115         31-Jan-10              82.761%               $34,679,385.70
  116         28-Feb-10              82.575%               $34,601,446.02
  117         31-Mar-10              82.388%               $34,523,087.31
  118         30-Apr-10              82.202%               $34,445,147.63
  119         31-Mar-10              82.016%               $34,367,207.95
  120         30-Jun-10              81.829%               $34,288,849.24
  121         31-Jul-10              81.643%               $34,210,909.57
  122         31-Aug-10              81.457%               $34,132,969.89
  123         30-Sep-10              81.270%               $34,054,611.18
  124         31-Oct-10              81.084%               $33,976,671.50
  125         30-Nov-10              80.898%               $33,898,731.82
  126         31-Dec-10              80.712%               $33,820,792.14
  127         31-Jan-11              80.525%               $33,742,433.43
  128         28-Feb-il              80.339%               $33,664,493.75
  129         31-Mar-11              80.153%               $33,586,554.08
  130         30-Apr-11              79.966%               $33,508,195.37
  131         31-May-11              79.780%               $33,430,255.69
  132         30-Jun-11              79.594%               $33,352,316.01
  133         31-Jul-11              79.407%               $33,273,957.30
  134         31-Aug-11              79.221%               $33,196,017.62
  135         30-Sep-11              79.035%               $33,118,077.94
  136         31-Oct-11              78.848%               $33,039,719.23
  137         30-Nov-11              78.662%               $32,961,779.56
  138         31-Dec-11              78.476%               $32,883,839.88
  139         31-Jan-12              78.289%               $32,805,481.17
  140         29-Feb-12              78.103%               $32,727,541.49
  141         31-Mar-12              77.917%               $32,649,601.81
  142         30-Apr-12              77.731%               $32,571,662.13
  143         31-May-12              77.544%               $32,493,303.42
  144         30-Jun-12              77.358%               $32,415,363.74
  145         31-Jul-12              77.172%               $32,337,424.07
  146         31-Aug-12              76.985%               $32,259,065.36
  147         30-Sep-12              76.799%               $32,181,125.68
  148         31-Oct-12              76.613%               $32,103,186.00
  149         30-Nov-12              76.426%               $32,024,827.29
  150         31-Dec-12              76,240%               $31,946,887.61
  151         31-Jan-13              76.054%               $31,868,947.93


                                       4



<PAGE>


Schedule 12.01 -  Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.

                                  Indianola Lease          Indianola Lease
              Month End          Termination Value        Termination Value
Period           Date                  (%)                 (Dollar Value)
  152         28-Feb-13              75.867%               $31,790,589.22
  153         31-Mar-13              75.681%               $31,712,649.55
  154         30-Apr-13              75.495%               $31,634,709.87
  155         31-May-13              75.308%               $31,556,351.16
  156         30-Jun-13              75.122%               $31,478,411.48
  157         31-JuI-13              74.936%               $31,400,471.80
  158         31-Aug-13              74.750%               $31,322,532.12
  159         30-Sep-13              74.563%               $31,244,173.41
  160         31-Oct-13              74.377%               $31,166,233.73
  161         30-Nov-13              74.191%               $31,088,294.06
  162         31-Dec-13              74.004%               331,009,935.35
  163         31-Jan-14              73.818%               $30,931,995.67
  164         28-Feb-14              73,632%               $30,854,055.99
  165         31-Mar-14              73.445%               $30,775,697.28
  166         30-Apr-14              73.259%               $30,697,757.60
  167         31-May-14              73.073%               $30,619,817.92
  168         30-Jun-14              72.886%               $30,541,459.21
  169         31-Jul-14              72.700%               $30,463,519.54
  170         31-Aug-14              72.514%               $30,385,579.86
  171         30-Sep-14              72.327%               $30,307,221.15
  172         31-Oct-14              72.141%               $30,229,281.47
  173         30-Nov-14              71.955%               $30,151,341.79
  174         31-Dec-14              71.769%               $30,073,402.11
  175         31-Jan-14              71.582%               $29,995,043.40
  176         28-Feb-15              71.396%               $29,917,103.72
  177         31-Mar-15              71.210%               $29,839,164.05
  178         30-Apr-15              71.023%               $29,760,805.34
  179         31-May-15              70.837%               $29,682,865.66
  180         30-Jun-iS              70.651%               $29,604,925.98
  181         31-Jul-i5              70.464%               $29,526,567.27
  182         31-Aug-15              70.278%               $29,448,627.59
  183         30-Sep-15              70.092%               $29,370,687.91
  184         31-Oct-15              69.905%               $29,292,329.20
  185         30-Nov-15              69.719%               $29,214,389.53
  186         31-Dec-15              69.533%               $29,136,985
  187         31-Jan-16              69.347%               $29,058,510.17
  188         29-Feb-16              69.160%               $28,980,151.46
  189         31-Mar-16              68.974%               $28,902,211.78



                                     5


<PAGE>


Schedule 12.01 - Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.

                                   Indianola Lease         Indianola Lease
               Month End          Termination Value       Termination Value
 Period          Date                  (%)                 (Dollar Value)
  190         30-Apr-16               68.788%              $28,824,272.10
  191         31-May-16               68.601%              $28,745,913,39
  192         30-Jun-16               68.415%              $28,667,973.71
  193         31-Jul-16               68.229%              $28,590,034.04
  194         31-Aug-16               68.042%              $28,511,675.33
  195         30-Sep-16               67.856%              $28,433,735.65
  196         31-Oct-16               67.670%              $28,355,795.97
  197         30-Nov-16               67.483%              $28,277,437.26
  198         31-Dec-16               67.297%              $28,199,497.58
  199         31-Jan-17               67.111%              $28,121,557.90
  200         28-Feb-17               66.924%              $28,043,199.19
  201         31-Mar-17               66.738%              $27,965,259.52
  202         30-Apr-17               66.552%              $27,887,319.84
  203         31-May-17               66.366%              $27,809,380.16
  204         30-Jun-17               66.179%              $27,731,021.45
  205         31-Jul-17               65.993%              $27,653,081.77
  206         31-Aug-17               65.807%              $27,575,142.09
  207         30-Sep-17               65.620%              $27,496,783.38
  208         31-Oct-17               65.434%              $27,418,843.71
  209         30-Nov-17               65.248%              $27,340,904.03
  210         31-Dec-17               65.061%              $27,262,545.32
  211         31-Jan-17               64.875%              $27,184,605.64
  212         28-Feb-18               64.689%              $27,106,665.96
  213         31-Mar-18               64.502%              $27,028,307.25
  214         30-Apr-18               64.316%              $26,950,367.57
  215         31-May-18               64.130%              $26,872,427.89
  216         30-Jun-18               63.943%              $26,794,069.18
  217         31-Jul-18               63.757%              $26,716,129.51
  218         31-Aug-18               63.571%              $26,638,189.83
  219         30-Sep-18               63.385%              $26,560,250.15
  220         31-Oct-18               63.198%              $26,481,891.44
  221         30-Nov-18               63.012%              $26,403,951.76
  222         31-Dec-18               62.826%              $26,326,012.08
  223         31-Jan-19               62.639%              $26,247,653.37
  224         28-Feb-19               62.453%              $26,169,713.70
  225         31-Mar-19               62.267%              $26,091,774.02
  226         30-Apr-19               62.080%              $26,013,415.31
  227         31-Mar-19               61.894%              $25,935,475.63



                                       6


<PAGE>


Schedule 12.01 - Termination Values

Note: Termination Value equals Termination Value % times the Purchase Price of
the Real Estate and the Equipment, which totaled $41,903,053.

                                  Indianola Lease          Indianola Lease
              Month End          Termination Value        Termination Value
 Period          Date                  (%)                 (Dollar Value)
  228         30-Jun-19              61.708%               $25,857,535.95
  229         31-Jul-19              61.521%               $25,779,177.24
  230         31-Aug-19              61.335%               $25,701,237.56
  231         30-Sep-19              61.149%               $25,623,297.88
  232         31-Oct-19              60.962%               $25,544,939.17
  233         30-Nov-19              60.776%               $25,466,999.50
  234         31-Dec-19              60.590%               $25,389,059.82
  235         31-Jan-20              60.404%               $25,311,120.14
  236         29-Feb-20              60.217%               $25,232,761.43
  237         31-Mar-20              60.031%               $25,154,821.75
  238         30-Apr-20              59.845%               $25,076,882.07
  239         31-May-20              59.658%               $24,998,521.36
  240         30-Jun-20              59.472%               $24,920,583.69
  241         31-Jul-20              59.286%               $24,842,644.01
  242         31-Aug-20              59.099%               $24,764,285.30
  243         30-Sep-20              58.913%               $24,686,345.62
  244         31-Oct-20              58.727%               $24,608,405.94
  245         30-Nov-20              58.340%               $24,530,047.23
  246         31-Dec-20              58.354%               $24,452,107.55
  247         31-Jan-21              58.168%               $24,374,167.87
  248         28-Feb-21              57.981%               $24,295,809.16
  249         31-Mar-21              57.795%               $24,217,869.49
  250         30-Apr-2i              57.609%               $24,139,929.81
  251         31-May-21              57.423%               $24,061,990.13
  252         30-Jun-21              57.236%               $23,983,631.42
  253         31-Jul-21              57.050%               $23,905,691.74
  254         31-Aug -21             56.864%               $23,827,752.06
  255         30-Sep-21              56.677%               $23,749,393.35
  256         31-Oct-21              56.491%               $23,671,453.68
  257         30-Nov-21              56.305%               $23,593,514.00
  258         31-Dec-21              56.118%               $23,515,155.29
  259         31-Jan-22              55.932%               323,437,215.61
  260         28-Feb-22              55.746%               $23,359,275.93
  261         31-Mar-22              55.559%               $23,280,917.22
  262         30-Apr-22              55.373%               $23,202,977.54
  263         31-May-22              55.187%               $23,125,037.86
  264         30-Jun-22              55.000%               $23,046,679.15



                                       7


<PAGE>


                               Schedule 20.0 1(e)
                              Environmental Matters

Indianola, MS Property:

(i)  Aboveground Storage Tanks: Pursuant to ss. 8.05(d) herein, Lessee shall
     either (a)(x) complete, to the reasonable satisfaction of the Lessor,
     installation of secondary containment structures over the waste oil and
     diesel fuel aboveground storage tanks at the truck repair shop at the
     Premises and (y) install appropriate covering over all outdoor aboveground
     storage tanks and associated secondary containment areas at the truck
     repair shop; or (b) move such tanks to inside the truck repair shop.

(ii) Oil Stains: Pursuant toss.8.05(d) herein. Lessee shall clean to the
     reasonable satisfaction of the Lessor any and all oil stains on the truck
     repair shop concrete floor;


<PAGE>


                  Schedule 20.01(m) Patent or Trademark Claims



1.   Jean Charles, Inc. - Notice of infringement dated April 26,2000 of U.S.
     patent-

2.   Letnelson Medical, Education & Research Foundation, L.P. - Notice of
     infringement dated February 16, 1999 of various U.S. patents.

3.   Roman, Inc. - Notice of copyright infringement dated May 14, 1999.

4.   Quality Artworks - Notice of copyright infringement dated October 18, 1999.
     The vendor has assumed all responsibility for this claim of infringement.

5.   Hallmark Cards, Inc. - Notice of copyright infringement dated November 5,
     1999. The vendor has assumed all responsibility for this claim of
     infringement.


<PAGE>


                               Schedule 20.01 (r)

                                 Lease Agreement
                           Material Adverse Litigation



                                      None.


<PAGE>


                                    EXHIBIT A
                                       TO
                                 LEASE AGREEMENT

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (as this agreement may be amended,
supplemented or otherwise modified from time to time with the terms hereof, this
"Agreement")  dated as of [ ],  2000,  between  DOLLAR  GENERAL  CORPORATION,  a
corporation organized under the laws of Tennessee ("Transferor"), and [ ], a [ ]
organized under the laws of [ ] ("Transferee").

                                   WITNESSETH:

     WHEREAS, the parties hereto desire to effect (a) the transfer by Transferor
to Transferee of the right,  title and interest of the  Transferor in, under and
with  respect  to that  certain  Lease  Agreement  dated as of June 1, 2000 (the
"Lease")  between  Transferor,  as  Lessee,  and FU/DG  Fulton,  LLC, a Delaware
limited liability  company,  as Lessor,  and the proceeds  therefrom and (b) the
assumption by Transferee of the obligations of Transferor accruing thereunder;

     NOW, THEREFORE, it is hereby agreed as follows:

     1.  Definitions.  Capitalized  terms used herein and not otherwise  defined
herein  shall have the  meanings  given  such terms in the Lease and  Appendix A
thereto, and the rules of usage set forth therein shall apply hereto.

     2. Assignment.  Transferor does hereby sell, convey,  assign,  transfer and
set over unto Transferee,  as of the date hereof,  its right, title and interest
in the Lease and any proceeds  therefrom,  together with all other documents and
instruments evidencing such right, title and interest.

     3. Assumption.  Transferee hereby undertakes, for the benefit of Transferor
and its successors and assigns,  all of the duties and obligations of Transferor
whenever accrued (other than duties and obligations of Transferor required to be
performed by it on or prior to the date hereof under the Lease)  pursuant to the
Lease, and hereby confirms that it shall be deemed a party to the Lease.

     4.  Obligations  of Transferor.  Transferor  shall not be released from its
primary  liability as Lessee under the Lease and shall  continue to be obligated
for all  obligations  of  "Lessee"  under the  Lease,  which  obligations  shall
continue in flaIl force and effect as  obligations  of a principal  and not of a
guarantor or surety,  as though no assignment had been made and  notwithstanding
the rejection of the Lease by the Transferee or its successor or assign pursuant
to Section  365 of Title 11 of the United  States  Code,  any  provision  of the
Bankruptcy  Code,  or  any  similar  law  relating  to  bankruptcy,  insolvency,
reorganization or the rights of creditors.


<PAGE>


     5.  Payments.  Transferor  hereby  covenants  and  agrees  to pay  over  to
Transferee,  if and  when  received  following  the  date  hereof,  any  amounts
(including  any sums payable as interest in respect  thereof) paid to or for the
benefit of Transferor  that, under Section 2 hereof,  belong to Transferee,  and
Transferee  hereby  covenants and agrees to pay over to Transferor,  if and when
received  following the date hereof,  any amounts (including any sums payable as
interest  in respect  thereof)  paid to or for the benefit of  Transferee  that,
under Section 2 hereof, belong to Transferor.

     6. Representations and Warranties of Transferee.  Transferee represents and
warrants to each party to the Lease that:

          (a) it has all requisite  power and authority and legal right to enter
     and carry out the  transactions  contemplated  hereby  and to carry out and
     perform the obligations of the Transferor  pursuant to the Lease as assumed
     by the Transferee pursuant hereto;

          (b) except  for  modifications  required  due to the  identity  of the
     Transferee,  which modifications are set forth on Schedule 1 hereto, on and
     as of the date hereof, the representations and warranties of the Transferor
     set forth in Section 20.01 of the Lease if made by the  Transferee are true
     and correct as to the Transferee;

          (c) it is not a  tax-exempt  entity  (within  the  meaning  of Section
     168(h) of the Code); and

          (d) it is not a  debtor  or  debtor-in-possession  in a  voluntary  or
     involuntary bankruptcy proceeding as of the date of this Agreement.

          (e) it is a corporation  duly organized,  validly existing and in good
     standing under the laws of the state of its  incorporation.  Transferee has
     the corporate power and authority to conduct its business as now conducted,
     to own or hold under lease its  property,  and  Transferee  further has the
     authority to receive the interests of the Transferor  under this Agreement.
     Transferee  is duly  qualified to do business and is in good  standing as a
     foreign  corporation in the  jurisdiction in which the Property is located,
     and it is in good standing as a foreign  corporation  in each  jurisdiction
     where the failure to so qualify would have a material adverse effect on its
     ability to perform its obligations under this Agreement.


          (f) it has been duly authorized by all necessary  corporate  action to
     enter into this  Agreement  and this  Agreement  has been duly executed and
     delivered by Transferee and the execution, delivery and performance thereof
     by  Transferee  will not, (i) require any approval of the  stockholders  of
     Transferee  or any  approval  or  consent  of any  trustee or holder of any
     indebtedness  or  obligation  of  Transferee,  other than such consents and
     approvals as have been obtained, (ii) contravene any Applicable Law binding
     on such  Transferee  or (iii)  contravene  or  result  in any  breach of or
     constitute  any  default  under  Transferee's  charter or by-law's or other
     organizational documents, or any indenture, judgment, order, mortgage. loan
     agreement, contract, partnership or joint venture agreement, lease or other
     agreement or instrument to which Transferee is a party or by


                                       2

<PAGE>


     which  Transferee  is bound,  or result in the  creation of any Lien (other
     than pursuant to the Lease) upon any of the property of Transferee.

          (g) all Governmental  Action and other consents,  approvals,  waivers,
     registrations,  authorizations  and  other  action  required  or  necessary
     pursuant to any legal  requirement  or contract,  indenture,  instrument or
     agreement  to  which  Transferee  is a party  or its  property  is bound in
     connection  with the execution,  delivery and  performance by Transferee of
     this Agreement, has been obtained, given or made.

          (h) this Agreement constitutes the legal, valid and binding obligation
     of Transferee,  enforceable against Transferee in accordance with the terms
     thereof, except as enforceability may be limited by bankruptcy, moratorium,
     fraudulent  conveyance,  insolvency,  equitable principles or other similar
     laws affecting the enforcement of creditors' rights in general.

          (i)  Transferee  has not offered any  interest in the Property or this
     Agreement,  or any  securities of Transferee  to, or solicited any offer to
     acquire any of the same from, any Person,  in violation of Section 5 of the
     Securities  Act, nor has it authorized  any Person to take any such action,
     and  Transferee  has taken no action that would subject any interest in the
     Property,  the Bond, or this Agreement to the registration  requirements of
     Section 5 of the  Securities  Act.  Nothing  herein is intended to imply or
     shall  be  construed  to  suggest  that  the  interests  in this  Agreement
     constitute securities.

     7. Default.  Each of Transferor and Transferee  represents and warrants for
the benefit of the Participants  that no Lease Default or Lease Event of Default
exists and that the transfer contemplated hereby complies with the provisions of
Article XI of the Lease.

     8. Reliance. The representations,  warranties,  covenants and agreements of
the  Transferee  are made for the  benefit  of,  and may be  relied  upon by the
parties to the Lease.

     9.  Successors  and  Assigns.  This  Agreement  shall be  binding  upon the
Transferor and its successors and assigns and shall be binding upon and inure to
the benefit of the Transferee and its successors and assigns.

     10.  Governing Law. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State in which the Property is situated.

     EACH PARTY HERETO SUBMITS TO  NON-EXCLUSIVE  PERSONAL  JURISDICTION  IN THE
STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA LOCATED
IN THE STATE OF NEW YORK (AND ANY APPELLATE COURTS TAKING APPEALS THEREFROM) FOR
THE  ENFORCEMENT OF SUCH PERSON'S  OBLIGATIONS  HEREUNDER AND WAIVES ANY AND ALL
PERSONAL  RIGHTS  UNDER  THE LAW OF ANY OTHER  STATE TO  OBJECT TO  JURISDICTION
WITHIN  SUCH  STATE  FOR  THE  PURPOSES  OF SUCH  ACTION,  SUIT,  PROCEEDING  OR
LITIGATION  TO ENFORCE  OBLIGATIONS  OWING TO ANY PERSON  HEREUNDER.  EACH PARTY
HERETO HEREBY WAIVES AND AGREES NOT


                                       3

<PAGE>


TO ASSERT AS A DEFENSE  IN ANY  ACTION,  SUIT OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO THIS  AGREEMENT (A) THAT IT IS NOT SUBJECT TO SUCH  JURISDICTION  OR
THAT SUCH ACTION,  SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT  MAINTAINABLE
IN THOSE IN THOSE COURTS OR THAT IT IS EXEMPT OR IMMUNE FROM EXECUTION, (B) THAT
THE ACTION,  SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT  FORUM OR (C) THAT
THE VENUE OF THE ACTION,  SUIT OR  PROCEEDING  IS  IMPROPER.  EACH PARTY  HERETO
HEREBY  EXPRESSLY  WAIVES  ANY AND ALL  RIGHTS TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING RELATED TO THE ENFORCEMENT OF THIS AGREEMENT.

     THE PARAGRAPH  SET FORTH ABOVE SHALL APPLY TO ANY SIGNATORY  HERETO AND THE
SUCCESSORS AND ASSIGNS OF ANY PARTY OR SIGNATORY HERETO.

     11. Reliance.  Each Participant shall be entitled to rely on this Agreement
and shall be a third party beneficiary hereof.



                  [Remainder of Page Intentionally Left Blank]


                                       4


<PAGE>



     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                            DOLLAR GENERAL CORPORATION,
                                            as Transferor


                                            By:______________________________
                                            Name:
                                            Title:


                                            [Transferee]


                                            By:______________________________
                                            Name:
                                            Title:


                                       5


<PAGE>


                                    Exhibit B

                                 Lease Agreement

                            Mississippi Real Property

     Land in Sunflower County  Mississippi,  some of which is located within the
corporate limits of the City of Indianola,  Mississippi, being more particularly
described according to the survey of G. Wayne Gardner,  dated February 10, 2000,
as follows:

     240.00 acres,  more or less,  located in the Southwest  Quarter (SW 1/4) of
Section 25, Northwest Quarter (NW 1/4) of Section 36, Southeast Quarter (SE 1/4)
of Section 26 and  Northeast  Quarter (NE 1/4) of Section 35, all in Township 19
North, Range 5 West,  Sunflower County,  Mississippi and being further described
as follows:

     Commence at the Southwest corner of Section 26, Township 19 North,  Range 5
West,  Sunflower  County,  Mississippi;  thence  North  89(degree)  42' 40" East
2412.65 feet to a railroad  iron;  thence North  01(degree) 46' 00" East 2321.41
feet to a point;  thence South  56(degree) 25' 00" East 1821.32 feet to a point;
thence  North  88(degree)  50' 41" East 245.66 feet to a 1/2" rebar on the South
right-of-way line of Beaver Dam Road and said point being the POINT OF BEGINNING
of the parcel herein described; thence South 00(degree) 04' 59" West 631.62 feet
to a 1/2" rebar on the North  right-of-way line of U.S. Highway 82; thence along
the  North  right-of-way  line of U.S.  Highway  82 the next  two  calls - North
72(degree)  32' 38" East 2193.34  feet to a 1/2" rebar;  thence along a curve to
the right having a radius of 8628.22 feet, a chord  bearing of North  75(degree)
10'42" East and a chord  distance of 793.18 feet,  for an arc distance of 793.46
feet to a 1" iron pipe;  thence  North  5(degree)  11' 43" West 270.00 feet to a
1/2" rebar;  thence North  75(degree)  54' 38" East 170.25 feet to a 1/2" rebar;
thence North  03(degree) 16' 00" West 648.18 feet to a 1/2" rebar;  thence North
04(degree) 43' 32" West 895.60 feet to a 1/2" rebar; thence North 04(degree) 36'
12" West  750.19 feet to a 1/2" rebar on the South  right-of-way  line of Beaver
Dam Road;  thence  North  89(degree)  43' 03" West  2255.17 feet along the South
right-of-way  line of Beaver Dam Road to a 1/2" rebar;  thence  along a curve to
the left having a radius of 5689.58  feet, a chord  bearing of South  89(degree)
30' 15" West and chord  distance of 154.56  feet,  for an arc distance of 154.57
feet to a 1/2" rebar;  thence South 88(degree) 43' 34" West 18.53 feet along the
South  right-of-way  line of  Beaver  Dam  Road to a 1/2"  rebar;  thence  South
88(degree) 50' 41" West 962.13 feet along said South right-of-way line of Beaver
Dam Road to a 1/2" rebar and the POINT OF BEGINNING.

     Being the part of the property conveyed to Atlantic  Financial Group, Ltd.,
a Texas limited partnership, by deed from Sunflower County Economic Development.
District  as  recorded  in Book S-33 at page 475 in the  office of the  Chancery
Clerk of Sunflower County, Mississippi.


<PAGE>


                                    EXHIBIT C

                                     FORM OF
                              ESTOPPEL CERTIFICATE

     The  undersigned,   DOLLAR  GENERAL  CORPORATION  ("Lessee"),  a  Tennessee
corporation,  is the Lessee under that certain  Lease  Agreement  (the  "Lease")
dated  June 1, 2000  between  the Lessee  and FU/DG  INDIANOLA,  LLC, a Delaware
limited liability company, as the Lessor (the "Lessor") of certain real property
located in Sunflower  County,  Mississippi  as described on attached  Schedule 1
(the "Description of Property").  With the understanding that the 5arties listed
on  Schedule  2 hereto  will be and are  entitled  to rely  upon  the  covenant,
representations and statements made herein, Lessee hereby covenants,  represents
and  warrants  as follows  (terms used herein  which are not  otherwise  defined
herein  shall  have the  meaning  ascribed  to them in the Lease and  Appendix A
thereto):

     I. The  Property,  which is the  subject  of the  Lease,  is  described  in
Schedule 1 hereto.

     2. The Lessee is the owner and holder of all rights,  title and interest in
the  leasehold  estate  created by the Lease and has no actual  knowledge of any
Liens thereon other than Pennitted Liens.

     3. The  Lessor  does not have any  unsatisfied  obligations  to the  Lessee
arising under the Lease and, to Lessee's knowledge, no breach on the part of the
Lessor exists thereunder. No defense or right of termination,  offset, abatement
or  counterclaim  exists with  respect to any Rents or other sums  payable or to
become payable by the Lessee under the Lease.

     4. All material  permits and a certificate of occupancy,  if any,  required
for the  operation  of the  Property by the Lessee have been  obtained,  and the
Property may be used for the purposes contemplated by the Lease.

     5.  Attached  hereto  is a true  and  correct  copy  of the  Lease  and all
amendments,  if any,  thereto:  [If no amendments,  state "No  Amendments".] The
Lease is in full force and effect in accordance with such terms and has not been
modified,  supplemented,  canceled  or amended in any  respect  except as stated
above.

     6. The term of the Lease commenced on  ___________,____________________,and
continues through _________ unless extended as provided in the Lease. Lessee has
commenced  paying Rent without  offset or abatement.  The Lessee is obligated to
pay Base Rent in such  installments and amounts as set forth in Schedule 3.01 to
the Lease,  which  obligation is continuing and is not past due or delinquent in
any respect.  No  installment of Base Rent has been or will be prepaid more than
thirty (30) days before it comes due.


<PAGE>


     7. The Property comprises a warehouse and distribution facility with office
space and a truck maintenance facility ancillary thereto or other use consistent
with Section 8.01 of the Lease.

     8. No event  exists  which  constitutes  a Lease  Default to Lease Event of
Default by the Leesee.

     9. The  execution and delivery of this  Certificate  shall in no way expand
the rights or obligations of the Lessor and Lessee arising under the Lease.

     10.  There are no  occupants  of the  Property  other  than  Lessee and the
permitted  sublessees  or users  pursuant  to the Lease set forth on  Schedule 3
hereto. Except as otherwise described on Schedule 3, Lessee has not assigned its
rights under the Lease.

     11. Such other matters as may be reasonably requested by Lessor, the Agent,
any Holder or the Head Lessor.

     12. This Certificate  shall inure to the benefit of and be binding upon the
parties set forth in Schedule 2, and their  respective  successors  and assigns,
and to no other person or entities.


     IN WITNESS  WHEREOF,  this Certificate has been duly executed and delivered
by the undersigned as of June 1, 2000.


                                                  LESSEE:


                                                  DOLLAR GENERAL CORPORATION
                                                  a Tennessee corporation


                                                  By ___________________________


                                                  Name__________________________

                                                  Title_________________________


2

<PAGE>


                                   Schedule 1

                             Description of Property


                                        3


<PAGE>

                                   Schedule 2

                            Parties Entitled to Rely


                                       4


<PAGE>

                                   Schedule 3

                           Users Pursuant to the Lease


                                        5


<PAGE>


                                    EXHIBIT D
                             REAFFIRMATION AGREEMENT


     THIS REAFFIRMATION  AGREEMENT dated as of [date] (this  "Reaffirmation") is
given  by  Dollar  General  Corporation,  a  Tennessee  corporation  ("Lessee"),
pursuant to the  requirements  of Section 25.01 of that certain Lease  Agreement
dated as of June 1, 2000 (the "Lease") between FU/DG Indianola,  LLC, a Delaware
limited liability company,  as Lessor (the "Lessor") and Lessee, and is made for
the  benefit of the  Participants  with  respect  to the  transfer  of  Lessor's
interests   to   __________________________,    a   ____________________,   (the
"Transferee")  pursuant  to  Article  XXV of the Lease.  Capitalized  terms used
herein and not otherwise  defined herein shall have the meaning  provided in the
Lease and Appendix A thereto.

     NOW, THEREFORE, Lessee hereby acknowledges and agrees as follows:

     SECTION 1.  Reaffirmation.  Lessee  acknowledges  the  transfer of Lessor's
interests to  Transferee  pursuant to Article XXV of the Lease (the  "Transfer")
and affirms that, taking into account the Transfer, (i) Lessee remains obligated
under the Lease for the payment and  performance  of each Lessee  Obligation and
that each Lessee Obligation remains in full force and effect in all respects and
is not affected by the Transfer,  and (ii) the Lease is in full force and effect
in all respects and, to Lessee's  knowledge,  no Lease Default or Lease Event of
Default exists thereunder.

     SECTION 2. Governing Law. etc. The provisions of Section 27.07 of the Lease
are incorporated herein by reference and are applicable to this Reaffirmation.

     SECTION 3. Reliance.  Lessee  acknowledges and agrees that each Participant
shall be entitled to rely on this Reaffirmation.

     Transferee hereby acknowledges and agrees as follows:

     SECTION 4. Lessee's  Estate.  Transferee  acknowledges the leasehold estate
and all other  rights of Lessee under the Lease.  Transferee  shall be obligated
and agrees to perform  the terms and  conditions  of the Lease and to assume the
Lessor's obligations of the transfers arising under the Lease from and after the
date hereof to the same extent and with the same effect as if Transferee  were a
party thereto.

     SECTION 5. Reliance.  Transferee  acknowledges and agrees that Lessee shall
be entitled to rely on this Reaffirmation.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>


     IN WITNESS WHEREOF,  the Lessee and Transferee caused this Reaffirmation to
be duly executed by its respective  officers thereunto duly authorized as of the
day and year first above written.

                                                 DOLLAR GENERAL CORPORATION,
                                                 as Lessee

                                                 By:____________________________
                                                 Name:
                                                 Title:

                                                 -------------------------------
                                                 as Transferee

                                                 By:____________________________
                                                 Name:
                                                 Title:


<PAGE>


                                   June 1,2000


     To:  Dollar General Corporation

     Re:  Rent  Account  Written  Direction  for Dollar  General  Sale-Leaseback
          Ladies and Gentlemen:

     Pursuant to Section 3.03 of that certain Lease Agreement dated June 1, 2000
(the  "Lease";  capitalized  terms used but not  defined  herein  shall have the
meanings given such terms in the Lease and/or Appendix A thereto)  between FU/DG
Indianola,  LLC, a Delaware limited liability company, as Lessor (the "Lessor"),
and  Dollar  General  Corporation,  a  Tennessee  corporation,  as  Lessee  (the
"Lessee"),  instructions are hereby given with respect to the payment of Rent to
the Rent Account.

     Lessor,  Head Lessor,  Holders and the Agent instruct Lessee from this time
forward unless otherwise directed by Lessor, Head Lessor,  Holders and the Agent
to make all payments of Rent in immediately  available  funds as of the relevant
payment date to the account of First Union  National Bank solely in its capacity
as Servicer, Head Lessor, Holders and the Agent, Account No. 2020000451297,  ABA
053000219,  Ref: Dollar General (Loan # 37-4000001),  Attn: Lisa Traylor. in the
manner set forth in Section 3.03 of the Lease.

                     [Rest of Page Intentionally Left Blank]


<PAGE>


                                                                     Page 2 of 3
                                                  Rent Account Written Direction

The foregoing written direction  relating to the Rent Account is hereby accepted
by:

FIRST UNION NATIONAL BANK,
in its capacity as Servicer


By: /s/ Lisak Trayio
    -----------------
Name Lisak Trayio
     ----------------
Title: Vice President
       -------------



                              Acknowledged and agreed to by:
                              WILMINGTON TRUST COMPANY,
                              as Agent on behalf of theHolders

                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________



                              FIRST UNION COMMERCIAL CORPORATION, as Head Lessor


                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________


                              FU/DG INDIANOLA. LLC,
                              as Lessor

                                                   By: /s/ Peter M. Budko
                                                       -------------------------
                                                   Name Peter. M. Budko
                                                        ------------------------
                                                   Title:______________________


<PAGE>


                                                                     Page 2 of 3
                                                  Rent Account Written Direction

The foregoing written direction  relating to the Rent Account is hereby accepted
by:

FIRST UNION NATIONAL BANK.
in its capacity as Servicer

By:__________________________
Name_________________________
Title:_______________________

                              Acknowledged and agreed to by:

                              WILMINGTON TRUST COMPANY.
                               as Agent on behalf of the Holders


                                                 By: /s/ Donald G. MacKelcan
                                                     ---------------------------
                                                 Name: /s/ Donald. G. MacKelcan
                                                       -------------------------
                                                 Title: Vice President
                                                        ------------------------


                              FIRST UNION COMMERCIAL CORPORATION, as Head Lessor

                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________

                              FU/DG INDIANOLA, as Lessor


                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________


<PAGE>


                                                                     Page 2 of 3
                                                  Rent Account Written Direction

The foregoing written direction  relating to the Rent Account is hereby accepted
by:

FIRST UNION NATIONAL BANK.
in its capacity as Servicer

By:__________________________
Name_________________________
Title:_______________________

                              Acknowledged and agreed to by:

                              WILMINGTON TRUST COMPANY.
                               as Agent on behalf of the Holders


                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________

                              FIRST UNION COMMERCIAL CORPORATION, as Head Lessor

                                                 By: /s/ Linda H. Minter

                                                 Name: /s/ Linda H. Minter
                                                       -------------------------
                                                 Title: Vice President
                                                        ------------------------

                              FU/DG INDIANOLA, as Lessor


                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________


<PAGE>




                                                                     Page 2 of 3
                                                  Rent Account Written Direction

The foregoing written direction  relating to the Rent Account is hereby accepted
by:

FIRST UNION NATIONAL BANK.
in its capacity as Servicer

By:__________________________
Name_________________________
Title:_______________________

                              Acknowledged and agreed to by:

                              WILMINGTON TRUST COMPANY.
                              as Agent on behalf of the Holders


                                                   By:__________________________
                                                   Name ________________________
                                                   Title: ______________________


                              FIRST UNION COMMERCIAL CORPORATION, as Head Lessor

                                                   By:__________________________
                                                   Name_________________________
                                                   Title:_______________________

                              FU/DG INDIANOLA, as Lessor

                                                 By:____________________________

                                                 Name: /s/ Peter Budko
                                                       -------------------------
                                                 Title: ________________________


<PAGE>



                                                                     Page 3 of 3
                                                  Rent Account Written Direction


                              PRINCIPAL LIFE INSURANCE
                              COMPANY, as a Holder

                              By:__________________________

                              Name: /s/ L.S. Valentine
                                    -----------------------
                              Title:_______________________

                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              MONY CAPITAL MANAGEMENT, as a Holder

                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              PAN AMERICAN LIFE INSURANCE
                              COMPANY, as a Holder
                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              FIRST UNION SECURITIES, INC., as a Holder


                              By:__________________________
                              Name:________________________
                              Title:_______________________




<PAGE>


         Signatures for MONY and PAL forthcoming from Mayer Brown & Plan


<PAGE>


                                                                     Page 3 of 3
                                                  Rent Account Written Direction


                              PRINCIPAL LIFE INSURANCE
                              COMPANY, as a Holder

                              By:__________________________
                              Name: _______________________
                              Title:_______________________

                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              MONY CAPITAL MANAGEMENT, as a Holder

                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              PAN AMERICAN LIFE INSURANCE
                              COMPANY, as a Holder
                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              FIRST UNION SECURITIES, INC., as a Holder


                              By:__________________________

                              Name: /S/ Mark I. Adamson
                                    -----------------------
                              Title:Vice President
                                    -----------------------


<PAGE>


                                                                     Page 3 of 3
                                                  Rent Account Written Direction


                              PRINCIPAL LIFE INSURANCE
                              COMPANY, as a Holder

                              By:__________________________
                              Name: _______________________
                              Title:_______________________

                              By:__________________________
                              Name:________________________
                              Title:_______________________

                              MONY CAPITAL MANAGEMENT, as a Holder

                              By:__________________________
                              Name:________________________
                              Title:_______________________


                              PAN AMERICAN LIFE INSURANCE
                              COMPANY, as a Holder
                              By:__________________________

                              Name: /S/ Luis Iuges, Jr., C.F.A
                                    -----------------------
                              Title: Senoir Vice President-Investments
                                     ---------------------------------


                              FIRST UNION SECURITIES, INC., as a Holder


                              By:__________________________
                              Name:________________________
                              Title:_______________________


<PAGE>



                                                                     Page 3 of 3
                                                  Rent Account Written Direction


                              PRINCIPAL LIFE INSURANCE
                              COMPANY, as a Holder

                              By: /s/ L.S. Valentine
                                 ---------------------------------------

                             Name: L.S. Valentine
                                   -------------------------------------

                              Title:Counsel
                                    ------------------------------------

                              By:_______________________________________
                              Name:_____________________________________
                              Title:____________________________________

                              MONY LIFE INSURANCE COMPANY, as a Holder

                              By:_______________________________________

                              Name: /s/ Leonard Mazlish
                                    ------------------------------------

                              Title: Investment Vice President
                                     -----------------------------------


                              PAN AMERICAN LIFE INSURANCE
                              COMPANY, as a Holder

                              By: /s/ Luis Ingles, Jr., C.P.A.
                                  --------------------------------------

                              Name: Luis Ingles, Jr., C.P.A.
                                    ------------------------------------

                              Title: Senior Vice President - Investments
                                     -----------------------------------



                              FIRST UNION SECURITIES, INC., as a Holder


                              By: /s/ Mark T. Adamson
                              Name: Mark T. Adamson
                              Title: Vice President


<PAGE>


                                     FORM OF
                                 REVOLVING NOTE

$______________                                                  June ____, 2000

     FOR VALUE RECEIVED,  CNL APF PARTNERS,  LP, a Delaware limited  partnership
(the    "Borrower"),    hereby    promises    to   pay   to   the    order    of
_________________________,  its successors and permitted assigns (the "Lender"),
at  the  office  of  Bank  of  America,   N.A.,  as  Administrative  Agent  (the
"Administrative  Agent"),  as set forth in the Amended and  Restated  Credit and
Reimbursement  Agreement dated June ___ 2000 among the Borrower, the Parents (as
defined therein),  the Guarantors (as defined  therein),  the Issuing Lender (as
defined therein),  the Lender Parties (as defined therein),  the  Administrative
Agent and Banc of America  Securities,  LLC, as Sole Lead  Arranger  and as Book
Manager (as the same may be amended, modified, extended or restated from time to
time, the "Credit Agreement"; all capitalized terms not otherwise defined herein
shall  have the  meanings  set forth in the Credit  Agreement  and the terms and
conditions of the Credit Agreement are expressly  incorporated herein and made a
part hereof), the principal sum of  _____________Dollars  ($________________)(or
such lesser amount as shall equal the aggregate  unpaid  principal amount of the
Revolving Loans made by the Lender to the Borrowers under the Credit Agreement),
in lawful  money of the United  States of America and in  immediately  available
funds,  on the  dates  and in  the  principal  amounts  provided  in the  Credit
Agreement,  and to pay  interest  on the  unpaid  principal  amount of each such
Revolving  Loan,  at such  office,  in like  money  and  funds,  for the  period
commencing on the date of such Revolving Loan until such   Revolving  Loan shall
be paid in full, at the rates per annum and on the dates  provided in the Credit
Agreement.

     This Note is one of the Revolving Notes referred to in the Credit Agreement
and evidences  Revolving Loans made by the Lender  thereunder and is entitled to
the benefits thereof.

     Upon the occurrence  and during the  continuance of an Event of Default the
balance outstanding  hereunder shall bear interest as provided in Section 3.1 of
the  Credit  Agreement.  Further,  in the  event  the  payment  of all  sums due
hereunder is accelerated  under the terms of the Credit Agreement and this Note,
all other  Indebtedness  of the Borrower to the Lender  Parties  owing under the
Credit Documents shall become immediately due and payable,  without presentment,
demand,  protest or notice of any kind,  all of which are  hereby  waived by the
Borrower.  In the  event  this  Note  is not  paid  when  due at any  stated  or
accelerated  maturity,  the Borrowers agree to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees.

               The date, amount, type, interest rate and Interest Period (if
applicable) of each Revolving Loan made by the Lender to the Borrowers, and each
payment made on account of the principal thereof, shall be recorded by the
Lender on its books, and each such recordation or endorsement shall be
conclusive and binding absent manifest error; provided that the failure of the
Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrowers to make a payment when due of any amount owing
hereunder or under this Revolving Note in respect of the Revolving Loans to be
evidenced by this Revolving Note.

     THIS NOTE SHALL BE GOVERNED  BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE
INTERNAL LAWS OF THE STATE OF NORTH CAROLINA,  WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.


<PAGE>


     IN WITNESS  WHEREOF,  the Borrowers have caused this Note to be executed as
of the date first  above  written.

CNL APF  PARTNERS,  LP, a  Delaware  limited partnership


                                     By:     CNL APE GP, CORP.,
                                     a Delaware corporation, its general partner

                                     By ______________________________
                                     Name ____________________________
                                     Title ___________________________


<PAGE>




                                     FORM OF
                                   BRDGE NOTE

$______________                                                  June ____. 2000

     FOR VALUE RECEIVED,  CNL APF PARTNERS,  LP, a Delaware limited  partnership
(the"Borrower"),  hereby promises to pay to the order of _________________,  its
successors and permitted assigns (the "Bridge Lender"), at the office of Bank of
America, NA., as Administrative Agent (the "Administrative Agent"), as set forth
in the Amended and Restated  Credit and  Reimbursement  Agreement dated June ___
2000 among the Borrower,  the Parents (as defined  therein),  the Guarantors (as
defined therein),  the Issuing Lender (as defined  therein),  the Lender Parties
(as defined therein),  the Administrative  Agent and Banc of America Securities,
LLC,  as Sole  Lead  Arranger  and Book  Manager  (as the  same may be  amended,
modified,  extended or restated from time to time, the "Credit  Agreement";  all
capitalized terms not otherwise defined herein shall have the meanings set forth
in the Credit Agreement and the terms and conditions of the Credit Agreement are
expressly  incorporated  herein and made a part  hereof),  the  principal sum of
________  Dollars  ($_________)  (or  such  lesser  amount  as shall  equal  the
aggregate  unpaid  principal  amount of the  Revolving  Loans made by the Bridge
Lender to the  Borrowers  under the Credit  Agreement),  in lawful  money of the
United States of America and in immediately available funds, on the dates and in
the principal amounts provided in the Credit  Agreement,  and to pay interest on
the unpaid  principal  amount of each such Bndge Loan,  at such office,  in like
money and funds, for the period  commencing on the date of such Bndge Loan until
such Bridge Loan shall be paid in full,  at the rates per annum and on the dates
provided in the Credit Agreement.

     This  Bridge  Note is one of the  Bridge  Notes  referred  to in the Credit
Agreement and evidences Bridge Loans made by the Bridge Lender thereunder and is
entitled to the benefits thereof.

     Upon the occurrence  and during the  continuance of an Event of Default the
balance outstanding  hereunder shall bear interest as provided in Section 3.1 of
the  Credit  Agreement.  Further,  in the  event  the  payment  of all  sums due
hereunder is accelerated  under the terms of the Credit Agreement and this Note,
all other  Indebtedness  of the  Borrower to the Lender  Panics  owing under the
Credit Documents shall become immediately due and payable,  without presentment,
demand,  protest or notice of any kind,  all of which are  hereby  waived by the
Borrower.  In the event this  Bridge  Note is not paid when due at any stated or
accelerated  maturity,  the Borrowers agree to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees.

     The date, amount,  type,  interest rate and Interest Period (if applicable)
of each Bridge Loan made by the Bridge Lender to the Borrowers, and each payment
made on account of the principal thereof, shall be recorded by the Bridge Lender
on its backs, and each such  recordation or endorsement  shall be conclusive and
binding absent manifest error; provided that the failure of the Bridge Lender to
make any such recordation or endorsement shall not affect the obligations of the
Borrowers to make a payment when due of any amount owing hereunder or under this
Bridge Note in respect of the Bridge Loans to be evidenced by this Bridge Note.

     THIS NOTE SHALL BE GOVERNED  BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE
INTERNAL LAWS OF THE STATE OF NORTH CAROLINA,  WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.


<PAGE>


     IN  WITNESS  WHEREOF,  the  Borrowers  have  caused  this  Bndge Note to be
executed as of the date first above written.

                                     CNL APE PARTNERS, LP,
                                     a Delaware limited partnership

                                     By:   CNL APE GP, CORP.,
                                     a Delaware corporation, its general partner

                                     By ___________________________
                                     Name _________________________
                                     Title ________________________