<PAGE>
                                                                   Exhibit 10.24

                                                                  EXECUTION COPY

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                             PARTICIPATION AGREEMENT

                         Dated as of December 14, 200l

                                     among

                          GTECH CORPORATION, as Lessee,

             WEST GREENWICH TECHNOLOGY ASSOCIATES, L.P., as Lessor,

              KEY CORPORATE CAPITAL INC., as Administrative Agent,

              POST OFFICE SQUARE FUNDING INC., as General Partner,

                                       and

             CREDIT LYONNAIS NEW YORK BRANCH, as Syndication Agent,

                                       and

                THE BANK OF NOVA SCOTIA, as Documentation Agent,

                                         and

                 The Institutions described herein as Lenders

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<PAGE>


                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                     <C>
SECTION 1 DEFINITIONS; INTERPRETATION .................................    2
     SECTION 1.l SECTION 1.1 ..........................................    2
SECTION 2 ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS ...............    2
     SECTION 2.1 Summary of the Transaction ...........................    2
     SECTION 2.2 Capital Contribution and Loans .......................    3
     SECTION 2.3 Funded Amounts And Interest And Return Thereon; Fees .    5
     SECTION 2.4 Amounts Due Under Lease ..............................    6
     SECTION 2.5 Nature of Transaction ................................    6
SECTION 3 CONDITIONS PRECEDENT; DOCUMENTS .............................    6
     SECTION 3.1 Closing Date .........................................    6
     SECTION 3.2 Other Funding Dates ..................................   11
SECTION 4 REPRESENTATIONS .............................................   12
     SECTION 4.1 Representations of Lessee ............................   12
     SECTION 4.2 Representations of Lessor ............................   19
     SECTION 4.3 Representations of Lender ............................   21
     SECTION 4.4 Representations of Administrative Agent ..............   22
     SECTION 4.5 Representations of General Partner ...................   23
SECTION 5 COVENANTS ...................................................   24
     SECTION 5.1 Affirmative Covenants of Lessee ......................   24
     SECTION 5.2 Negative Covenants of Lessee .........................   31
     SECTION 5.3 Covenants of Lessor ..................................   37
     SECTION 5.4 Covenants of General Partner .........................   38
SECTION 6 TRANSFERS BY GENERAL PARTNER AND LENDERS ....................   39
     SECTION 6.1 Assignments ..........................................   39
     SECTION 6.2 Participations .......................................   41
SECTION 7 INDEMNIFICATION .............................................   42
     SECTION 7.1 General Indemnification ..............................   42
     SECTION 7.2 Environmental Indemnity ..............................   44
     SECTION 7.3 Proceedings In Respect Of Claims .....................   45
     SECTION 7.4 General Tax Indemnity; Taxes .........................   46
     SECTION 7.5 Increased Costs, Etc. ................................   51
SECTION 8 COLLECTION AND ALLOCATION OF PAYMENTS AND OTHER
          AMOUNTS .....................................................   55
     SECTION 8.1 Collection and Application Generally .................   55
     SECTION 8.2 Allocation of Payments ...............................   55
     SECTION 8.3 Identification of Payments ...........................   57
     SECTION 8.4 Payment in Full; Discharge; Payments Upon Event of
                 Default...............................................   57
     SECTION 8.5 Timing of Distributions ..............................   58
SECTION 9 ADMINISTRATIVE AGENT ........................................   58
     SECTION 9.1 Appointment of Administrative Agent ..................   58
     SECTION 9.2 Resignation by Administrative Agent ..................   61
     SECTION 9.3 Syndication and Documentation Agents .................   62

</TABLE>

<PAGE>

<TABLE>
<S>                                                                     <C>
SECTION 10 MISCELLANEOUS ..............................................   62
     SECTION 10.1 Survival of Agreements ..............................   62
     SECTION 10.2 Notices .............................................   62
     SECTION 10.3 Counterparts ........................................   63
     SECTION 10.4 Amendments ..........................................   63
     SECTION 10.5 Headings, etc. ......................................   63
     SECTION 10.6 Parties in Interest .................................   63
     SECTION 10.7 Governing Law; Submission to Jurisdiction; Waivers...   63
     SECTION 10.8 Expenses ............................................   65
     SECTION 10.9 Confidentiality .....................................   65
     SECTION 10.10 Severability .......................................   66
SECTION 10.11 Limitation of Liabilities ...............................   66

</TABLE>


                                     - ii -

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APPENDIX A       Definitions and Interpretation

                                    SCHEDULES

SCHEDULE 2.2(b)  Commitments
SCHEDULE 2.2(c)  Negative Amortization Table
SCHEDULE 4.1(d)  Material Subsidiaries
SCHEDULE 4.1(e)  Material Indebtedness
SCHEDULE 4.1(f)  Restrictions and Liens
SCHEDULE 4.1(g)  Tax Matters
SCHEDULE 10.2    Notice Information; Wire Information

                                    EXHIBITS
<TABLE>
<S>             <C>
EXHIBIT A-1      Form of Mortgage
EXHIBIT A-2      Form of Assignment of Lease
EXHIBIT B        Form of Environmental Audit Reliance Letter
EXHIBIT C        Form of Authority and Enforceability Opinion
EXHIBIT D        Funding Notice
EXHIBIT E        Form of Assignment and Acceptance
EXHIBIT F        Form of Notice of Appointment (or Revocation) of Responsible Officer
EXHIBIT G        Compliance Certificate
EXHIBIT I        Form of Guaranty

</TABLE>


                                    - iii -

<PAGE>


                             PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT, dated as of December 14, 200l (as it may
be amended or modified from time to time in accordance with the provisions
hereof, this "Participation Agreement"), is among GTECH Corporation, a Delaware
corporation (together with its successors and permitted assigns hereunder,
"Lessee", and in its capacity as limited partner of Lessor, "Limited Partner"),
WEST GREENWICH TECHNOLOGY ASSOCIATES, L.P., a Rhode Island limited partnership
(together with its successors and assigns, "Lessor"), KEY CORPORATE CAPITAL
INC.;a Michigan corporation, as Administrative Agent for the Lenders (the
"Administrative Agent"), Post Office Square Funding Inc., an Ohio corporation,
as General Partner (the "General Partner"), CREDIT LYONNAIS NEW YORK BRANCH, as
Syndication Agent, THE BANK OF NOVA SCOTIA, as Documentation Agent and each
institution executing this Participation Agreement as a Lender.

                             PRELIMINARY STATEMENTS

         A. Lessor holds record title to the Leased Property. Lessor currently
leases the Leased Property to Lessee pursuant to the Amended and Restated
indenture of Lease dated as of August 26, 1993, as amended (herein, the
"Original Lease").

         B. GP Technology Associates, L.P. ("GPTA") and GP Technology, Inc.
("GPI" and, together with GPTA, the "Original General Partners") currently hold
in the aggregate a 50% general partnership interest in the Lessor. Limited
Partner currently holds a 50% limited partnership interest in Lessor. The rights
and obligations of the limited and general partners of Lessor are currently set
forth in the Amended and Restated Agreement of Limited Partnership dated as of
August 26, 1993 among Limited Partner, GPTA and GPI (the "Original Partnership
Agreement").

         C. John Hancock Life Insurance Company (f/k/a John Hancock Mutual Life
Insurance Company) together with its trustee, State Street Bank and Trust
Company (collectively, the "Existing Lender") financed the acquisition and
development of the Leased Property by Lessor, under that certain loan by the
Existing Lender to Lessor in the original aggregate principal amount of
$30,000,000 as evidenced by the 8.23% Secured Notes Due September 1, 2013 of
Lessor, dated August 26, 1993 (the "Existing Loan"), secured by, among other
things, a mortgage lien in favor of the Existing Lender and an assignment of
Lessor's rights in the Original Lease.

         D. In accordance with the terms and provisions of this Participation
Agreement, the Lease, the Loan Agreement and the other Operative Documents and
the Partnership Agreement, the parties hereto desire to refinance and modify the
transaction evidenced by the Original Lease, the Original Partnership Agreement
and the Existing Loan as follows: (i) General Partner desires to become the
general partner of the Lessor and provide the Capital Contribution; (ii) Limited
Partner and General Partner desire to amend and restate the Original Partnership
Agreement; (iii) Lessor and Lessee desire to amend and restate the Original
Lease; and (iv) Lessor desires to obtain Loans from the Lenders and use the


<PAGE>


proceeds of such Loans, together with the Capital Contribution, to prepay the
Existing Loan, and to pay Transaction Expenses due and payable on the Closing
Date and, as security for such Loans, to grant to Administrative Agent, on
behalf of the Lenders, a first priority mortgage lien on the Leased Property and
assign to Lenders its rights in the Lease.

         In consideration of the mutual agreements contained in this
Participation Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    SECTION 1
                          DEFINITIONS; INTERPRETATION

         SECTION I.1 Unless the context shall otherwise require, capitalized
terms used and not defined herein shall have the meanings assigned thereto in
Appendix A hereto for all purposes hereof; and the rules of interpretation set
forth in Appendix A hereto shall apply to this Participation Agreement.

                                    SECTION 2
                 ACQUISITION, CONSTRUCTION AND LEASE; FUNDINGS;
                             NATURE OF TRANSACTION

         SECTION 2.1 Summary of the Transaction.

                  (a)(i) On the Closing Date, the Partnership will form a
subsidiary to acquire certain real property (the "Replacement Property")
identified by the Original General Partners or their designee. On the Closing
Date, Lessee shall prepay to the Partnership rent under the Original Lease and
the Partnership shall use a portion thereof to capitalize such subsidiary. Such
subsidiary will acquire the Replacement Property with the capital paid by the
Partnership and the proceeds from a purchase money loan with respect to the
Replacement Property, which loan will be secured by a mortgage thereon.

                  (ii) Upon the acquisition of the Replacement Property by such
subsidiary, (A) the General Partner will join the Partnership as a general
partner and make the Capital Contribution, thereby holding all of the General
Partner Interest which shall constitute 33-1/3% of the Partnership Interest; (B)
the Original General Partners' Partnership Interests will be converted to
Limited Partnership Interests which in the aggregate will constitute 33-l/3% of
the Partnership Interest; and (C) the Limited Partner shall have a Limited
Partnership Interest which shall constitute 33-l/3% of the Partnership Interest.

                  (iii) The Partnership will redeem the Partnership Interest of
the Original General Partners by assigning all of its interests in such
subsidiary, without recourse or warranty whatsoever, to the Original General
Partners, whereupon, General Partner shall hold the General Partner Interest,
constituting 50% of the Partnership Interest and Limited Partner shall hold the
Limited Partner Interest, constituting 50% of the Partnership Interest.

The transactions set forth in this subsection (a) are hereinafter referred to as
the "Related Transaction".



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                  (b) Upon the completion of the Related Transaction, the
General Partner and the Limited Partner will amend and restate the Original
Partnership Agreement, the Lessor and Lessee will amend and restate the Original
Lease and Lessor will obtain the Loans from the Lenders. As security for the
Loans, Lessor will grant to Administrative Agent, for the benefit of the
Lenders, pursuant to the Mortgage a first priority mortgage lien on the Leased
Property and will assign to Administrative Agent, for the benefit of the
Lenders, pursuant to the Assignment of Lease, its interest in the Lease. Lessor
will use the proceeds of the Loans and the Capital Contribution to prepay the
Existing Loan and to pay Transaction Expenses due and payable on the Closing
Date. Upon prepayment in full of the Existing Loan, including such prepayment
premium, the Existing Lender and its trustee shall release all Liens and
interests relating to the Leased Property.

          SECTION 2.2 Capital Contribution and Loans.

                  (a) Capital Contribution. Subject to the terms and conditions
of this Participation Agreement and the other Operative Documents, on the
Closing Date, General Partner shall purchase a General Partner interest in the
Partnership and make a capital contribution to the Partnership in the amount of
$1,300,000 (the "Capital Contribution") to be used by Lessor as set forth in
Section 2.1 above.

                  (b) Loan on the Closing Date. Subject to the terms and
conditions of this Participation Agreement and the other Operative Documents, on
the Closing Date, each Lender shall make a Loan to Lessor in an amount equal to
the product of(i) such Lender's Commitment Percentage and (ii) the sum of (A)
the amount necessary to prepay the Existing Loan in full (less the prepayment
premium paid by Lessee under the Original Lease), plus (B) Transaction Expenses
due and payable on the Closing Date minus (C) Capital Contributions. Each such
Loan made by each Lender shall be made as a Tranche A Loan and as Tranche B Loan
pro rata in accordance with the Tranche A Percentage and Tranche B Percentage.
Lessor shall use the proceeds of the Loans as set forth in Section 2.1 above.

                  (c) Loans on Subsequent Funding Dates of Accreted Amount.
Subject to the terms and conditions of this Participation Agreement and the
other Operative Documents, on each Scheduled Payment Date following the Closing
Date (other than the Scheduled Payment Date occurring on January 1,2002), each
Lender shall make a Loan to Lessor in an amount equal to the product of(i) such
Lender's Commitment Percentage and (ii) an amount equal to $55,863.16 (the
amount in this clause (ii) herein called, the "Accreted Amount"), as further set
forth on Schedule 2.2(c) hereof. The Accreted Amount is to be credited to Lessor
on each Scheduled Payment Date pursuant to Section 2.2(e)(ii) hereof. Each such
Loan made by each Lender shall be made as a Tranche A Loan and as a Tranche B
Loan pro rata in accordance with the Tranche A Percentage and Tranche B
Percentage.

                  (d) Aggregate Limits on Funded Amounts. The aggregate amount
that the Funding Parties shall be committed to provide as Funded Amounts under
this Participation Agreement and the Loan Agreement shall not exceed $31,300,000
(the "Maximum Lease Balance"). The aggregate amount that any Lender
shall be committed to fund under the Operative Documents shall not exceed such
Lender's Commitment. The aggregate amount



                                     - 3 -
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that the General Partner shall be committed to fund under the Operative
Documents shall not exceed its Capital Contribution.

                  (e) Time and Place of Fundings. (i) Closing Date. All
documents and instruments required to be delivered on the Closing Date pursuant
to this Participation Agreement shall be delivered at the offices of Dechert,
Ten Post Office Square, Boston, MA 02110, or, with respect to the Closing Date,
as set forth in the Escrow Agreement, or at such other location as may be
determined by Lessor, Lessee and Administrative Agent, acting at the direction
of the Required Investors. All Fundings made by the Lenders and the General
Partner on the Closing Date shall be made in immediately available funds by
wire transfer to Administrative Agent in accordance with its wire instructions
specified on Schedule 11.2, except as may be otherwise set forth in the Escrow
Agreement. Such wire transfers shall be made to Administrative Agent, in each
case, so as to ensure receipt of such funds by Administrative Agent not later
than 11 A.M., Boston, Massachusetts time on the Closing Date, upon satisfaction
or waiver of the conditions precedent to such Funding set forth in Section 3.
The failure or refusal of any Lender to make its Loan shall not relieve any
other Lender from its several obligation hereunder to make its Loan as required
hereunder and under the Loan Agreement. Except as otherwise set forth in the
Escrow Agreement with respect to the wire transfers and other payments to be
made on the Closing Date, Administrative Agent, upon receipt in full of such
amounts from General Partner and each of the Lenders, shall wire all such
amounts to Lessee in accordance with the wire instructions specified on Schedule
1.1.2 or such other wire instructions as Lessee shall provide to Administrative
Agent in writing from time to time, with receipt by Lessee not later than 1:00
P.M., Boston, Massachusetts time, so long as the conditions precedent to such
Funding set forth in Section 3 continue to be satisfied.

                  (ii) Scheduled Payment Dates. On each Scheduled Payment Date,
each Lender shall be deemed to have made a Loan to Lessor in an amount equal to
the product of such Lender's Commitment Percentage and the Accreted Amount,
which amount shall automatically be added to such Lender's Funded Amount (except
to the extent that at any time such increase would cause such Lender's Funded
Amount to exceed such Lender's Commitment, in which event Lessee shall pay, as
Basic Rent, such excess amount to such Lender on a current basis in immediately
available funds) and to the Lease Balance. Such Loans shall not actually be
funded to Lessor but shall be retained by such Lenders and applied against the
interest due on such Scheduled Payment Date.

                  (f) Lessee's Deemed Representations. On each Funding Date,
Lessee shall be deemed to reaffirm Lessee's indemnity obligations in favor of
the Indemnitees under the Operative Documents and to represent and warrant to
Lessor, General Partner, each Lender and Administrative Agent that, on such
Funding Date, (i) no Lease Event of Default or Lease Default exists, and (ii)
the representations of Lessee set forth in Section 4.1 are true and correct in
all material respects as though made on and as of such Funding Date.

                  (g) Several Liability. Notwithstanding anything to the
contrary set forth herein or in the other Operative Documents, the Commitments
of each Lender shall be several, and not joint. In no event shall any Lender be
obligated to fund an amount in excess





                                     - 4 -
<PAGE>

of such Lender's Commitment Percentage of any Funding, or to fund amounts in the
aggregate in excess of such Lender's Commitment.

                  (h) Collateral for Loans. The repayment of the Loans and the
obligations of Lessor pursuant to the Loan Agreement and the other Operative
Documents shall be secured by, inter alia (i) a first priority perfected
assignment of the Lease, granted by Lessor to Administrative Agent, for the
benefit of the Lenders pursuant to the Assignment of Lease and consented to by
Lessee, (ii) a first priority mortgage lien on the Leased Property granted by
Lessor to Administrative Agent, for the benefit of the Lenders pursuant to the
Mortgage and (iii) a collateral assignment of the Pledge and Guaranty.

         SECTION 2.3 Funded Amounts And Interest And Return Thereon; Fees.

                  (a) Return on Capital Contribution. The Capital Contribution
outstanding from time to time shall earn income thereon ("Return") at a rate per
annum equal to the sum of(i) the LIBOR Rate or the Alternative Rate whichever is
in effect at such time plus (ii) two hundred fifty (250) basis points (2.50%),
computed using the actual number of days elapsed and a 360-day year. If all or a
portion of the principal amount of or Return on the Capital Contribution shall
not be paid when due (whether at the stated maturity, by acceleration or
otherwise), such overdue amount shall, without limiting the rights of Lessor
under the Lease, accrue Return at the Overdue Rate, in each case from the date
of nonpayment until paid in full. Return shall be payable (a) in arrears on each
Scheduled Payment Date regardless of the length of the then-applicable Interest
Period, and (b) upon any prepayment, or termination of the Lease, including
acceleration thereunder, on demand. The Interest Periods selected by Lessee
pursuant to Section 1.1(a) hereof with respect to LIBOR Loans shall be
applicable to the Interest Period applicable under clause (i) of the definition
of Return, provided that in the event Lessee fails to give notice of such
selection to Administrative Agent by 11:00 a.m. (New York City time) three (3)
Business Days prior to the last date of an Interest Period, the next Interest
Period shall be the same duration as the expiring Interest Period.

                  (b) Interest on Lenders' Funded Amount. The Lenders' Funded
Amount outstanding from time to time shall accrue interest as provided in the
Loan Agreement.

                  (c) Certain Fees.

                  (i) Facility Fee. During the period commencing on the Closing
Date and ending on the Lease Termination Date, Lessee hereby agrees to pay to
each Lender a facility fee (the "Facility Fee") for each day from the Closing
Date until the Lease Termination Date in an amount equal to the product of(x)
the applicable Facility Fee rate set forth in the definition of Applicable
Spread and (y) $30,000,000. Administrative Agent shall pay each of the Lenders a
portion of the Facility Fee on a pro rata basis in accordance with their
respective Commitments. The Facility Fee shall be paid initially on March
14, 2002 and thereafter on the Scheduled Payment Date of the third successive
calendar month following the last date the Facility Fee was paid and on the
Lease Termination Date for the period for which such Facility Fee has not
theretofore been paid.



                                     - 5 -
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                  (ii) Structuring Fee. Subject to clause (v) below, Lessee
agrees to pay on the Closing Date to Key Global Finance a non-refundable fee
(the "Structuring Fee") in an amount and under the terms set forth in a separate
writing between Lessee and Key Global Finance.

                  (iii) Upfront Fee. Subject to clause (v) below, Lessee agrees
to pay on the Closing Date a non-refundable fee (the "Upfront Fee") (A) to each
Lender, in an amount equal to 0.25% of such Lender's Commitment and (B) to the
General Partner, in an amount equal to 0.25% of the Capital Contribution.

                  (iv) Administrative Agent Fee. Subject to clause (v) below,
Lessee agrees to pay to Administrative Agent an annual administrative fee in the
amount of $10,000 payable on the Closing Date and thereafter on each yearly
anniversary of the Closing Date.

                  (v) Payment of Certain Fees on the Closing Date. Lessor shall
pay or cause to be paid on the Closing Date the Structuring Fee, the Upfront Fee
and the administrative fee payable on the Closing Date from the proceeds of the
Loans and Capital Contributions.

          SECTION 2.4 Amounts Due Under Lease. With respect to the Leased
 Property, anything else herein or elsewhere to the contrary notwithstanding, it
 is the intention of the parties hereto that: (i) on each Scheduled Payment
 Date, with the exception of the Accreted Amount, the amount of Basic Rent due
 and payable from time to time from Lessee under the Lease shall be equal to the
 interest accrued and unpaid on the outstanding Loans and the Return accrued and
 unpaid on the Capital Contribution; (ii) if, pursuant to the Lease and the
 Partnership Agreement, the Limited Partner elects to exercise the Purchase
 Option and causes Lessor to notify Administrative Agent of its intent to pay
 the Loan on the Lease Termination Date, the amount of payments from the Limited
 Partner and Lessee shall equal the Lease Balance; (iii) if Lessee is subject to
 the Remarketing Obligation under the Lease, (x) in the case of a sale to a
 third party where the Net Sales Proceeds equal or exceed the Maximum Lessor
 Risk Amount, the Deficiency plus the Net Sales Proceeds shall equal the Lease
 Balance, (y) in the case of a failure of a sale to a third party to be
 consummated under Section 14.1 where all of Lessee Disposition Conditions have
 been satisfied, the Lease Termination Amount together with the Maximum Lessor
 Risk Amount, shall equal the Lease Balance; and (iv) upon a Lease Event of
 Default resulting in an acceleration of Lessee's obligation to purchase the
 Leased Property under Section 13.1 of the Lease, the amounts then due and
 payable by Lessee under the Lease shall equal the Lease Balance.

         SECTION 2.5 Nature of Transaction. It is the intention of Lessee and
Lessor that, for accounting purposes, this Lease be treated as an operating
lease pursuant to Statement of Financial Accounting Standards No. 13.

                                    SECTION 3
                         CONDITIONS PRECEDENT; DOCUMENTS

         SECTION 3.1 Closing Date. The obligations of Lessor, the Lenders,
Administrative Agent and General Partner to carry out their respective
obligations to be performed on the



                                     - 6 -
<PAGE>

Closing Date pursuant to Section 2 of this Participation Agreement shall be
subject to: (I) such Closing Date occurring on or prior to December 14, 200l;
and (II) the fulfillment to the satisfaction of, or waiver by, each such party
hereto (acting directly or through its counsel) on or prior to such Closing Date
of the following conditions precedent, provided that the obligations of any
Funding Party shall not be subject to any conditions contained in this Section
3.1 which are required to be performed by such Funding Party:

                  (a) Documents. Except as otherwise set forth in the Escrow
Agreement, the following documents shall have been executed and delivered-prior
to the Closing Date by the respective parties thereto:

                  (i) Loan Agreement; Notes. Counterparts of the Loan Agreement,
duly executed by Lessor, Administrative Agent and each of the Lenders shall have
been delivered to each of Lessor, General Partner, Administrative Agent and each
of the Lenders. The related Notes, duly executed by Lessor, shall have been
delivered to each of the Lenders.

                  (ii) Participation Agreement. Counterparts of this
Participation Agreement, duly executed by the parties hereto, shall have been
delivered to each of the parties hereto.

                  (iii) Lease; Memorandum of Lease. Counterparts of the Lease,
duly executed by the parties thereto, shall have been delivered to each of the
parties hereto (and the original chattel paper counterpart numbered 1 shall have
been delivered to Administrative Agent). The original of the Memorandum of the
Lease, duly executed by Lessee and Lessor and in recordable form, shall have
been delivered to Administrative Agent.

                  (iv) Guaranty. Counterparts of each Guaranty in the form of
Exhibit I attached hereto, duly executed by each Guarantor, shall have been
delivered to each of the parties hereto.

                  (v) Mortgage and Assignment of Lease. Counterparts of the
Mortgage in the form of Exhibit A-l attached hereto, duly executed by Lessor and
in recordable form, shall have been delivered to Administrative Agent; and the
Assignment of Lease in the form of Exhibit A-2 attached hereto in recordable
form, duly executed by Lessor, Lessee and each Guarantor, shall have been
delivered to Administrative Agent.

                  (vi) Pledge. Counterparts of the Pledge, duly executed by
Lessee, shall have been delivered to Administrative Agent.

                  (vii) Partnership Agreement. Counterparts of the Partnership
Agreement, duly executed by Limited Partner and General Partner, shall have been
delivered to each of the parties thereto.

                  (viii) Survey. Lessee shall have delivered, or shall have
caused to be delivered, to General Partner and Administrative Agent, at Lessee's
expense, sufficient copies of an accurate survey prepared in accordance with the
1999 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys
established in 1999 certified to Lessor,


                                     - 7 -
<PAGE>


General Partner and Administrative Agent in a form satisfactory to the Funding
Parties and Administrative Agent and showing no state of facts reasonably
unsatisfactory to Lessor, the Funding Parties or Administrative Agent and
prepared within ninety (90) days of the Closing Date by a Person reasonably
satisfactory to the Funding Parties and Administrative Agent. Such survey shall
(1) be acceptable to the Title Insurance Company, (2) show no encroachments on
such Land by structures owned by others, and no encroachments from any part of
the Leased Property onto the Land owned by others, and (3) disclose no state of
facts reasonably objectionable to the Funding Parties, Administrative Agent or
the Title Insurance Company, and be reasonably acceptable to each such Person. -

                  (ix) Title and Title Insurance. General Partner shall receive
from the Title Insurance Company an ALTA Owner's Policy of Title Insurance and
an ALTA Mortgagee's Policy of Title Insurance (insuring the lien of the mortgage
contained in the Memorandum of Lease) issued by the Title Insurance Company and
Administrative Agent shall receive from the Title Insurance Company an ALTA
Mortgagee's Policy of Title Insurance issued by Title Insurance Company for the
Mortgage insuring the priority of the lien of the Mortgage, in the amount
secured by the Mortgage for the Leased Property, reasonably acceptable in form
and substance to the Funding Parties and Administrative Agent, respectively
(collectively, the "Title Policy"). The Title Policy shall be dated as of the
Closing Date, and, to the extent permitted under Applicable Law, shall include
coverage over the creditors' rights exclusion and the general exceptions to such
policy and shall contain such affirmative endorsements as to mechanic's liens,
easements and rights-of-way, encroachments, the non-violation of covenants and
restrictions, zoning, survey matters and other matters as Lessor, the Funding
Parties or Administrative Agent shall reasonably request, including, without
limitation, an appropriate "re-characterization" endorsement.

                  (x) Appraisal. At least ten (10) days prior to the Closing
Date, the Funding Parties and Administrative Agent shall have received
sufficient copies of a report of the Appraiser (an "Appraisal"), paid for by
Lessee, which shall meet the requirements of FIRREA, shall be satisfactory in
form and substance to each such Funding Party, as determined by such Funding
Parties in good faith.

                  (xi) Environmental Audit and Related Reliance Letter. The
Funding Parties and Administrative Agent shall have received sufficient copies
of an Environmental Audit showing that no Hazardous Materials are present and
otherwise satisfactory to General Partner and the Required Investors; and, if
necessary, the Environmental Consultant shall have delivered to the Funding
Parties and Administrative Agent a letter substantially in the form set forth on
Exhibit B hereto stating that each of the Funding Parties and Administrative
Agent may rely upon such firm's Environmental Audit of such Land, it being
understood that the acceptance by any Funding Party or Administrative Agent of
any such Environmental Audit shall not release or impair Lessee's obligations
under the Operative Documents with respect to any environmental liabilities
relating to the Leased Property.

                  (xii) Evidence of Insurance. The Funding Parties and
Administrative Agent shall have received from Lessee certificates of insurance
evidencing compliance with the Insurance Requirements (including the naming of
each of the Lessor, the



                                     - 8 -
<PAGE>


 Funding Parties and Administrative Agent as an additional insured with respect
 to liability insurance and the naming of Administrative Agent, as loss payee
 and mortgagee with respect to property and casualty insurance), in form and
 substance satisfactory to Lessor, the Funding Parties and Administrative Agent.

                  (xiii) Lien Searches, Financing Statements. Uniform Commercial
Code lien searches shall have been performed and sufficient copies thereof
delivered to General Partner and Administrative Agent, which shall indicate to
each of such party's reasonable satisfaction that there are no Liens (regardless
of whether senior, pari passu or junior) in effect with respect to any
collateral which would be subject to the security interest granted to (x)
Administrative Agent pursuant to the Loan Agreement, and (y) the Lessor pursuant
to the Memorandum of Lease and UCC-1 financing statements covering such
collateral shall have been prepared and copies thereof delivered to General
Partner and to Administrative Agent all of which shall be recordable and
otherwise in form and substance reasonably acceptable to such recipients.

                  (xiv) UCC Financing Statement; Recording Fees; Transfer Taxes.
Each Funding Party shall have received satisfactory evidence of(i) the delivery
to Administrative Agent of UCC financing statements to be filed with the
Secretaries of State of the States of Rhode Island and Delaware (or other
appropriate filing office) respectively, and such other Uniform Commercial Code
financing statements as any Funding Party deems necessary or desirable in order
to protect such Funding Party's interests and (ii) the payment of all recording
and filing fees and taxes with respect to any recordings or filings made of the
Lease (or memorandum thereof), the Mortgage and the Assignment of Lease.

                  (xv) Lessee and Guarantor Opinions; Enforceability Opinion.
The opinion of independent legal counsel to Lessee and the Guarantors qualified
in the State of Rhode Island, dated the Closing Date, substantially in the form
set forth in Exhibit C, and containing such other matters as the parties to whom
it is addressed shall reasonably request, shall have been delivered and
addressed to each of Lessor, General Partner, Administrative Agent and each of
the Lenders.

                  (xvi) Funding Notice. The Funding Parties and Administrative
Agent shall have received the Funding Notice, substantially in the form set
forth in Exhibit D, completed and executed by Lessee for the Funding to occur on
the Closing Date.

                  (b) Litigation. No action or proceeding shall have been
instituted or threatened nor shall any governmental action, suit, proceeding or
investigation be instituted or threatened before any Governmental Authority, nor
shall any order, judgment or decree have been issued or proposed to be issued by
any Governmental Authority, to set aside, restrain, enjoin or prevent the
performance of this Participation Agreement or any transaction contemplated
hereby or by any other Operative Document or which is reasonably likely to
materially adversely affect the Leased Property or any transaction contemplated
by the Operative Documents or which could reasonably be expected to result in a
Material Adverse Effect.



                                     - 9 -
<PAGE>

                  (c) Legality. In the opinion of such Funding Party or its
counsel, the transactions contemplated by the Operative Documents shall not
violate any Applicable Law, and no change shall have occurred or been proposed
in Applicable Law that would make it illegal for such Funding Party to
participate in any of the transactions contemplated by the Operative Documents.

                  (d) No Events. (i) No Event of Default, Default, Event of Loss
or Event of Taking shall have occurred and be continuing, (ii) no action shall
be pending or threatened by a Governmental Authority to initiate a Condemnation
or an Event of Taking, and (iii) there shall not have occurred any event that
could reasonably be expected to have a Material Adverse Effect since February
24,200l.

                  (e) Representations. Each representation and warranty of the
parties hereto or to any other Operative Document contained herein or in any
other Operative Document or certificate shall be true and correct in all
material respects as though made on and as of the Closing Date.

                  (f) Zoning. General Partner and Administrative Agent shall
have received evidence of compliance of the Leased Property with applicable
zoning ordinances or similar land use restrictions.

                  (g) Governmental Authorizations. All authorizations, if any,
required by any Governmental Authority for the operation of the Leased Property
as an office or distribution facility, as applicable, which are presently
procurable shall have been obtained.

                  (h) Taxes. All taxes payable on or prior to the Closing Date
in connection with (i) the Capital Contribution to be made by General Partner on
the Closing Date, (ii) the issuance and sale of the Notes to be purchased on the
Closing Date; and (iii) the Leased Property shall have been paid in full or
otherwise provided for by Lessee. All sales and use taxes and duties related to
the transactions contemplated by the Operative Documents due and payable as of
the Closing Date have been paid through the use of Loan proceeds or otherwise
provided for by Lessee.

                  (i) Lessee's Resolutions and Incumbency Certificate, etc. Each
of Lessor, General Partner, Administrative Agent and each of the Lenders shall
have received (x) a certificate of the Secretary or an Assistant Secretary of
Lessee, dated as of the Closing Date, attaching and certifying as to: (i) the
Board of Directors' resolution duly authorizing the execution, delivery and
performance by it of each Operative Document to which it is or will be a party,
(ii) the incumbency and signatures of persons authorized to execute and deliver
such documents on its behalf, (iii) Operating Documents and (iv) Organizational
Documents, and (y) good standing certificates for Lessee, dated within thirty
(30) days of the Closing Date, from the appropriate offices of(i) the state of
Lessee's incorporation, and (ii) the state where the Leased Property is located.

                  (j) Guarantors' Resolutions and Incumbency Certificate, etc.
Each of Lessor, General Partner, Administrative Agent and each of the Lenders
shall have received (x) a certificate of the Secretary or an Assistant Secretary
of each Guarantor, dated as of the



                                     - 10 -
<PAGE>


 Closing Date, attaching and certifying as to: (i) the respective Board of
 Directors' resolution duly authorizing the execution, delivery and performance
 by it of the related Guaranty, (ii) the incumbency and signatures of persons
 authorized to execute and deliver such document on its behalf, (iii) Operating
 Documents and (iv) Organizational Documents, and (v) good standing certificates
 for the Guarantors, dated within thirty (30) days of the Closing Date, from the
 appropriate offices of the respective states of incorporation of such
 Guarantor.

                  (k) Transaction Expenses. Lessee shall have paid all the
 Transaction Expenses in respect of the transactions consummated on the Closing
 Date which Lessee has agreed to pay pursuant to Section 10.8 hereof to the
 Persons entitled thereto. Lessee shall pay or cause to be paid such costs due
 on the Closing Date from the proceeds of the Loans and Capital Contribution in
 accordance with Section 2.1 hereof.

                  (1) Lien Status. On the Closing Date and each Funding Date,
 the Lessor shall be the owner of the collateral securing the Notes, free and
 clear of any Liens (senior, pari passu or junior) other than Permitted Liens,
 and all financing statements, assignments of real property interests and other
 documents reasonably requested by Administrative Agent or the Required
 Investors to be recorded or filed in order to perfect and protect such
 collateral against all creditors of and purchasers from Lessor will have been
 delivered to the Title Insurance Company for filing in each filing office
 necessary for such purpose and all filing fees and taxes, if any, payable in
 connection with such filings shall have been paid in full.

                  (m) Loan Agreement Conditions. All conditions specified in the
Loan Agreement shall have been, and shall remain, satisfied in full to the
satisfaction of Administrative Agent and each of the Lenders.

          SECTION 3.2 Other Funding Dates. Each Funding Date other than the
 Closing Date shall occur on a Scheduled Payment Date. The obligation of each
 Lender to make any related Loan on such Funding Date is subject to satisfaction
 or waiver of the following conditions precedent:

                  (a) Funding Request. The Funding Parties and Administrative
Agent shall be deemed to have received a Funding Notice applicable to such
Scheduled Payment Date for an aggregate amount equal to the Accredited Amount.

                  (b) Use of Proceeds. All Transaction Expenses then due and
payable and a portion of interest which is in an amount equal to the Accreted
Amount due and payable on such Scheduled Payment Date by Lessor shall have been
paid or will be paid from the proceeds of the related Loan.

                  (c) Representations and Warranties. On such Funding Date, the
representations and warranties of Lessee set forth in Section 4.1 hereof and of
the Guarantors set forth in each Guaranty shall be true and correct in all
material respects.

                  (d) No Default. No Default or Event of Default shall have
occurred and be continuing under any Operative Document.


                                     - 11 -
<PAGE>


                  (e) Continuing Effect. Each Operative Document to which Lessee
is a party shall be in full force and effect with respect to it.

                                   SECTION 4
                                REPRESENTATIONS

         SECTION 4.1 Representations of Lessee. Effective as of the date of
execution hereof, as of the Closing Date and as of each Funding Date, Lessee
represents and warrants to each of the other parties hereto, with respect to
itself, the Parent and to its Subsidiaries (which representations and warranties
shall survive the delivery of the documents mentioned herein and the making of
the Loans and the Capital Contribution), that:

                  (a) Organization and Authority.

                      (i) Each Credit Party is a corporation duly organized and
validly existing under the laws of the jurisdiction of its incorporation;

                      (ii) Each Credit Party (x) has the requisite power and
authority to own its properties and assets and to carry on its business as now
being conducted and as contemplated in the Operative Documents, and (y) is
qualified to do business and in good standing in every jurisdiction in which
failure to be so qualified or in good standing could reasonably be expected to
have a Material Adverse Effect;

                      (iii) Lessee has the power and authority to execute,
deliver and perform this Agreement and each of the other Operative Documents to
which it is a party;

                      (iv) Each Credit Party (other than Lessee) has the power
and authority to execute, deliver and perform the applicable Guaranty and each
of the other Operative Documents to which it is a party; and

                      (v) When executed and delivered, each of the Operative
Documents to which any Credit Party is a party will be the legal, valid and
binding obligation or agreement, as the case may be, of such Credit Party,
enforceable against such Credit Party in accordance with its terms, subject to
the effect of any applicable bankruptcy, moratorium, insolvency, reorganization
or other similar law affecting the enforceability of creditors' rights generally
and to the effect of general principles of equity which may limit the
availability of equitable remedies (whether considered in a proceeding at law or
in equity).

                  (b) Operative Documents. The execution, delivery and
performance by each Credit Party of each of the Operative Documents to which it
is a party:

                      (i) have been duly authorized by all requisite
Organizational Action of such Credit Party required for the lawful execution,
delivery and performance thereof;

                      (ii) do not violate the Organizational Documents or
Operating Documents of such Credit Party and do not violate in a manner that
would reasonably be likely to have a Material Adverse Effect any provisions of
(A) any applicable law, rule or

                                     - 12 -
<PAGE>

 regulation, or (B) any judgment, writ, order, determination, decree or arbitral
 award of any Governmental Authority or arbitral authority binding on such
 Credit Party or its properties;

                      (iii) does not and will not be in conflict with, result in
a breach of or constitute an event of default, or an event which, with notice or
lapse of time or both, would constitute an event of default in a manner that
would reasonably be likely to have a Material Adverse Effect under any contract,
indenture, agreement or other instrument or document to which such Credit Party
is a party, or by which the properties or assets of such Credit Party are bound;
and

                      (iv) does not and will not result in the creation or
imposition of any material Lien, charge or encumbrance of any nature whatsoever
upon any of the properties or assets of such Credit Party or any Subsidiary
except any Liens in favor of Administrative Agent created by the Operative
Documents.

                  (c) Solvency. Each Credit Party is Solvent after giving effect
to the transactions contemplated by this Agreement and the other Operative
Documents.

                  (d) Material Subsidiaries and Stockholders. Lessee has no
Material Subsidiaries other than those Persons listed as Material Subsidiaries
in Schedule 4.1(d) hereto and additional Subsidiaries created or acquired
after the Closing Date in compliance with Section 5.1(w) hereof; Schedule 4.1(d)
states as of the date hereof the correct name of each Material Subsidiary,
the jurisdiction of organization of each Material Subsidiary, the organizational
form of each entity, the authorized and issued capitalization of each Subsidiary
listed thereon, the number of shares or other equity interests of each class of
capital stock or interest issued and outstanding of each such Material
Subsidiary and the number and/or percentage of outstanding shares or other
equity interest (including options, warrants and other rights to acquire any
interest) of each such class of capital stock or other equity interest owned by
Lessee; the outstanding shares or other equity interests of each Material
Subsidiary have been duly authorized and validly issued and are fully paid and
nonassessable; and Lessee owns beneficially and of record all the issued and
outstanding shares of capital stock or equity interests of each Material
Subsidiary owned by it, free and clear of any Lien.

                  (e) Financial Condition.

                      (i) Lessee has heretofore furnished to Administrative
Agent and each Funding Party an audited consolidated balance sheet of the
Parent, Lessee and its Subsidiaries as at February 24, 2001 and the notes
thereto and the related consolidated statements of operations, cash flows, and
stockholders' equity for the Fiscal Year then ended as examined and reported on
by Ernst & Young LLP. Except as set forth therein, such financial statements
(including the notes thereto) present fairly the financial condition and results
of operations of the Parent, Lessee and its Subsidiaries as of the end of and
for such Fiscal Year, all in conformity with GAAP applied on a Consistent Basis;

                      (ii) since the later of(i) the date of the audited
financial statements delivered pursuant to Section 4.1(e) hereof or (ii) the
date of the audited financial statements


                                     - 13 -
<PAGE>

most recently delivered pursuant to Section 5.1(a) hereof, there has not
occurred any event, condition or circumstance which has had or could reasonably
be expected to have a Material Adverse Effect, nor have the businesses,
properties or operations of the Parent, Lessee and its Subsidiaries, considered
as a whole, been materially adversely affected as a result of any fire,
explosion, earthquake, accident, strike, lockout, combination of workers, flood,
embargo or act of God; and

                      (iii) except as set forth in Schedule 4.1(e) or Lessee's
Form 1O-K filed with the Securities and Exchange Commission for Lessee's Fiscal
Year ended February 24,2001, neither the Parent, Lessee nor any Subsidiary has
incurred, other than in the ordinary course of business, any material
Indebtedness. Neither the Parent, Lessee nor any Subsidiary is in default and no
waiver of default is currently in effect, in the payment of any principal or
interest on any Indebtedness of the Parent, Lessee or such Subsidiary and no
event or condition exists with respect to any Indebtedness of the Parent, Lessee
or any Subsidiary the outstanding principal amount of which exceeds $30,000,000
that would permit (or that with notice or the lapse of time, or both, would
permit) one or more Persons to cause such Indebtedness to become due and payable
before its stated maturity or before its regularly scheduled dates of payment.

                  (f) Title to Properties. Lessee and each of its Material
Subsidiaries and each other Credit Party has title to all its material real and
personal properties, which is subject to no transfer restrictions or Liens of
any kind, except (i) for the transfer restrictions and Liens described in
Schedule 4.1(f), (ii) for Liens permitted by Section 5.2(b), (iii) the Liens
effected by the Operative Documents, and (iv) where a failure to have such title
would not reasonably be likely to have a Material Adverse Effect. All material
leases that Lessee is a party to as lessee are (as against Lessee and, to the
best knowledge of Lessee, as against the lessor thereunder) valid and subsisting
and are in full force and effect in all material respects.

                  (g) Taxes. Except as set forth in Schedule 4.1(g), Lessee and
each of its Subsidiaries and each other Credit Party has filed or caused to be
filed or caused to be properly extended all federal, state, local and foreign
tax returns which are required to be filed by it and, except for taxes and
assessments being contested in good faith by appropriate proceedings diligently
conducted and against which reserves reflected in the financial statements
described in Section 4.1(e) or Sections 5.1(a) and satisfactory to Lessee's
independent certified public accountants have been established, have paid or
caused to be paid all material taxes as shown on said returns or on any
assessment received by it, to the extent that such taxes have become and remain
due and before they have become delinquent. The federal income tax liability of
Lessee and its Subsidiaries has been determined by the Internal Revenue Service
and paid for all Fiscal Years up to and including the Fiscal Year ended
February 25, 1995.

                  (h) Other Agreements. No Credit Party is

                      (i) a party to or subject to any judgment, order, decree,
agreement, lease or instrument, or subject to other restrictions, which
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect; or



                                     - 14 -
<PAGE>


                      (ii) in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in any
agreement or instrument to which such Credit Party is a party, which default
has, or if not remedied within any applicable grace period could reasonably be
likely to have, a Material Adverse Effect.

                  (i) Litigation. Except as set forth in Lessee's Form 10-K
filed with the Securities and Exchange Commission for Lessee's Fiscal Year ended
February 24,2001, there is no action, suit, investigation or proceeding at law
or in equity or by or before any Governmental Authority or arbitral body
pending, or, to the knowledge of Lessee, threatened by or against any Credit
Party or affecting any Credit Party or any properties or rights of a Credit
Party, which could reasonably be likely to have a Material Adverse Effect.

                  (j) Margin Stock. The proceeds of the borrowings made
hereunder and under the other Operative Documents will be used by Lessee only
for the purposes expressly authorized herein. None of such proceeds will be
used, directly or indirectly, for the purpose of purchasing or carrying any
margin stock or for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry margin stock or for any other
purpose which violates or which would be inconsistent with Regulation U (12 CFR
Part 22(1) or Regulation X (12 CFR Part 224) of the Board. Neither Lessee, the
Parent nor any other Credit Party nor any agent acting on their respective
behalf has taken or will take any action which might cause this Agreement or any
of the documents or instruments delivered pursuant hereto to violate any
regulation of the Board or to violate the Securities Exchange Act of 1934, as
amended, or the Securities Act of 1933, as amended, or any state securities
laws, in each case as in effect on the date hereof.

                  (k) Regulated Company. No Credit Party is (i) an "investment
company," or an "affiliated person" of, or "promoter" or "principal underwriter"
for, an "investment company", as such terms are defined in the Investment
Company Act of 1940, as amended (15 U.S.C. SS 80a-1, et seq.) or (ii) a "holding
company" or a "subsidiary company" or "affiliate" of a "holding company" as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended.
The application of the proceeds of the Loans and payment by Lessee of its
obligations under the Lease and the performance by Lessee and the other Credit
Parties of the transactions contemplated by the Operative Documents will not
violate any provision of the foregoing acts, or any rule, regulation or order
issued by the Securities and Exchange Commission thereunder, in each case as in
effect on the date hereof.

                  (l) No Untrue Statement. Neither (a) this Agreement nor any
other Operative Document or certificate or document executed and delivered by or
on behalf of Lessee or any other Credit Party in accordance with or pursuant to
any Operative Document nor (b) any statement, representation, or warranty
provided to Administrative Agent or the Funding Parties in connection with the
negotiation or preparation of the Operative Documents contains any
misrepresentation or untrue statement of material fact or omits to state a
material fact necessary, in light of the circumstance under which it was made,
in order to make any such warranty, representation or statement contained
therein not misleading in any material respect.



                                     - 15 -
<PAGE>


                  (m) No Consents, Etc. Neither the respective businesses or
properties of the Parent, Lessee or any of its Subsidiaries, nor any
relationship between the Parent, Lessee and any of its Subsidiaries and any
other Person, nor any circumstance in connection with the execution, delivery
and performance of the Operative Documents and the transactions contemplated
thereby, is such as to require a consent, approval or authorization of, or
filing, registration or qualification with, any Governmental Authority or other
authority or any other Person on the part of the Parent, Lessee or any of its
Subsidiaries as a condition to the execution, delivery and performance of, or
consummation of the transactions contemplated by this Agreement or the other
Operative Documents, which, if not obtained or effected, would be reasonably
likely to have a Material Adverse Effect, or if so, such consent, approval,
authorization, filing, registration or qualification has been duly obtained or
effected, as the case may be.

                  (n) Plans.

                      (i) Lessee and each ERISA Affiliate is in compliance with
all applicable provisions of ERISA and the regulations and published
interpretations thereunder and in compliance with all Foreign Benefit Laws with
respect to all Plans except for any required amendments for which the remedial
amendment period as defined in Section 401(b) of the Code has not yet expired.
Each Plan that is intended to be qualified under Section 401(a) of the Code has
been determined or Lessee or its Subsidiaries is in the process of obtaining a
determination by the Internal Revenue Service to be so qualified, each trust
related to such plan has been determined to be exempt under Section 501(a) of
the Code, and each Plan subject to any Foreign Benefit Law has received the
required approvals by any Governmental Authority regulating such Plan. No
material liability has been incurred by Lessee or any ERISA Affiliate which
remains unsatisfied for any taxes or penalties with respect to any Plan or any
Multiemployer Plan;

                      (ii) Neither Lessee nor any ERISA Affiliate has (i)
engaged in a nonexempt prohibited transaction described in Section 4975 of the
Code or Section 406 of ERISA affecting any of the Plans or the trusts created
thereunder which could subject any such Plan or trust to a material tax or
penalty on prohibited transactions imposed under Internal Revenue Code Section
4975 or ERISA, (ii) incurred any accumulated funding deficiency with respect to
any Plan, whether or not waived, or any other liability to the PBGC which
remains outstanding other than the payment of premiums and there are no premium
payments which are due and unpaid, (iii) failed to make a required contribution
or payment to a Multiemployer Plan, (iv) failed to make a required installment
or other required payment under Section 412 of the Code, Section 302 of ERISA or
the terms of such Plan, or (v) failed to make a required contribution or
payment, or otherwise failed to operate in compliance with any Foreign Benefit
Law regulating any Plan;

                      (iii) No Termination Event has occurred or is reasonably
expected to occur with respect to any Pension Plan or Multiemployer Plan, and
neither Lessee nor any ERISA Affiliate has incurred any unpaid withdrawal
liability with respect to any Multiemployer Plan;


                                     - 16 -
<PAGE>


                      (iv) The present value of all vested accrued benefits
under each Plan which is subject to Title IV of ERISA, or the funding of which
is regulated by any Foreign Benefit Law did not, as of the most recent valuation
date for each such plan, exceed the then current value of the assets of such
Plan allocable to such benefits;

                      (v) To the best of Lessee's knowledge, each Plan which is
subject to Title IV of ERISA or the funding of which is regulated by any Foreign
Benefit Law, maintained by Lessee or any ERISA Affiliate, has been administered
in accordance with its terms in all material respects and is in compliance in
all material respects with all applicable requirements of ERISA, applicable
Foreign Benefit Law and other applicable laws, regulations and rules;

                      (vi) The consummation of the Loans and the Capital
Contribution provided for herein and in the other Operative Documents will not
involve any prohibited transaction under ERISA which is not subject to a
statutory or administrative exemption; and

                      (vii) No material proceeding, claim, lawsuit and/or
investigation exists or, to the best knowledge of Lessee after due inquiry, is
threatened concerning or involving any Plan (other than routine claims for
benefits).

                  (o) No Default. As of the date hereof, to the knowledge of
each Responsible Officer, there does not exist any Default or Event of Default.

                  (p) Applicable Law and Agreements. Lessee and each of its
Subsidiaries and each Person acting on behalf of any of them is in compliance
with (i) all Applicable Law applicable to them and their respective businesses,
and (ii) all indentures, agreements or other instruments binding upon it or its
properties, in each case where the failure to so comply would have a Material
Adverse Effect, either individually or together with other such cases.

                  (q) Rights in Respect of the Leased Property. Lessee is not a
party to any contract or agreement to sell any interest in the Leased Property
or any part thereof, other than as expressly set forth in the Operative
Documents and the Partnership Agreement.

                  (r) Hazardous Materials.

                      (i) To the best knowledge of Lessee and except as may
otherwise be disclosed in the Environmental Audit delivered by Lessee to
Administrative Agent at Closing, there are no Hazardous Materials present at,
upon, under or within the Leased Property or released or transported to or from
the Leased Property (except in full compliance with all Applicable Law).

                      (ii) No Governmental Actions have been taken or are in
process or, to the best knowledge of Lessee, have been threatened with regard to
the Leased Property, which could reasonably be expected to subject the Leased
Property, General Partner, Administrative Agent, any Lender or Lessor to any
Claims or Liens under any Environmental Law which would have a Materially
Adverse Effect on Lessee or a materially adverse effect on, Lessor,
Administrative Agent, General Partner, any Lender or the Leased Property.



                                     - 17 -
<PAGE>


                      (iii) Lessee has, or will obtain on or before the date
required by Applicable Law, all Environmental Permits necessary to operate the
Leased Property in accordance with Environmental Laws and is complying with and
has at all times complied with all such Environmental Permits, except to the
extent the failure to so comply would not have a Material Adverse Effect.

                      (iv) No material notice, notification, demand, request for
information, citations, summons, complaint or order has been issued to or filed
with or has been received by Lessee, no penalty has been assessed on Lessee and,
to its best knowledge, no investigation or review is pending or threatened by
any Governmental Authority or other Person in each case relating to the Leased
Property with respect to any alleged violation or liability of Lessee under any
Environmental Law. No material notice, notification, demand, request for
information, citations, summons, complaint or order has been issued to or filed
with or has been received by any other Person, no material penalty has been
assessed on any other Person and no investigation or review is pending or, to
its best knowledge, threatened by any Governmental Authority or other Person
relating to the Leased Property with respect to any alleged material violation
or liability under any Environmental Law by any other Person.

                      (v) Except as may otherwise be disclosed in the
Environmental Audit delivered by Lessee to Administrative Agent at Closing, the
Leased Property and each portion thereof are presently in compliance in all
material respects with all Environmental Laws, and there are no present or, to
Lessee's best knowledge, past facts, circumstances, activities, events,
conditions or occurrences regarding the Leased Property (including without
limitation the release or presence of Hazardous Materials) that could reasonably
be anticipated to (A) form the basis of a material Claim against the Leased
Property, Administrative Agent, any Lender, any Funding Party or Lessee, (B)
cause the Leased Property to be subject to any restrictions on ownership,
occupancy, use or transferability under any Environmental Law, (C) require the
filing or recording of any notice or restriction relating to the presence of
Hazardous Materials in the real estate records in the county or other
appropriate municipality in which the Leased Property is located, or (D) prevent
or interfere with the continued operation and maintenance of the Leased Property
as contemplated by the Operative Documents.

                  (s) Leased Property. The present condition and use of the
Leased Property conforms in all material respects with all conditions or
requirements of all existing permits and approvals issued with respect to the
Leased Property, and the present use of the Leased Property and Lessee's future
intended use of the Leased Property under the Lease does not, in any material
respect, violate any Applicable Law. No notices, complaints or orders of
violations or non-compliance have been issued or, to Lessee's best knowledge,
threatened or contemplated by any Governmental Authority with respect to the
Leased Property or any present or intended future use thereof or with respect to
any Event of Taking or Condemnation of the Leased Property, proposed or
otherwise. All agreements, easements and other rights, public or private, which
are necessary to permit the lawful use and operation of the Leased Property as
Lessee intends to use the Leased Property under the Lease and which are
necessary to permit the lawful intended use and operation of all presently
intended utilities, driveways, roads and other means of egress and ingress to
and from the same have


                                     - 18 -
<PAGE>

been, or to Lessee's best knowledge will be, obtained and are in full force and
effect, and Lessee has no knowledge of any pending modification or cancellation
of any of the same. No action shall be taken or initiated by any Governmental
Authority to commence a Condemnation or an Event of Taking with respect to the
Leased Property during the Lease Term.

                  (t) Conditions Precedent contained in the Operative Documents.
All conditions precedent contained in this Participation Agreement and in the
other Operative Documents to be satisfied by Lessee relating to the relevant
Funding have been satisfied in full or waived in writing in accordance with such
Operative Documents.

                  (u) Offering of Notes. Neither Lessee nor anyone acting on
 behalf of Lessee, has offered, transferred, pledged, sold or otherwise disposed
 of any Note or any interest in any Note or Partnership Interest to, or
 solicited any offer to buy or accepted a transfer, pledge or other disposition
 of any Note or Partnership Interest or any interest in any Note or Partnership
 Interest from, or otherwise approached or negotiated with respect to any Note
 or any interest in any Note or Partnership Interest with, any Person in any
 manner, or made any general solicitation by means of general advertising or in
 any other manner, or taken any other action, which would constitute a public
 distribution of the Notes or Partnership Interest under the Securities Act, or
 which would render the disposition of any Note a violation of Section 5 of the
 Securities Act or any state securities laws, or require registration or
 qualification pursuant thereto or require registration of Lessee under the
 Investment Company Act of 1940, as amended, nor will Lessee act, nor has Lessee
 authorized or will it authorize any Person to act, in such manner with respect
 to any Note or Partnership Interest.

                  (v) Trust Indenture Act. The initial offer and sale of the
Notes and of the Partnership Interest as contemplated herein and in the Loan
Agreement are transactions exempt from the registration requirements of the
Securities Act and no indenture with respect to the Notes or the Partnership
Interest is required to be qualified under the Trust Indenture Act of 1939, as
amended.

                  (w) Indebtedness. The Notes constitute indebtedness for
purposes of federal income taxation.

         SECTION 4.2 Representations Of Lessor. Effective as of the date of
execution hereof, as of the Closing Date and as of each Funding Date Lessor
represents and warrants to each of the other parties hereto as follows:

                  (a) Organization; Authority. Lessor (i) is a duly organized
and validly existing limited partnership organized and existing under the laws
of the State of Rhode Island and (ii) has all requisite power and authority to
execute, deliver and perform the Operative Documents to which it is a party.

                  (b) Employee Benefit Plans. Lessor is not and will not be
making its investment hereunder, and is not performing its obligations under the
Operative Documents, with the assets of a Plan, or "plan" (as defined in Section
4975(e)(1)) of the Code.


                                     - 19 -
<PAGE>


                  (c) Representations and Warranties: No Default. The
representations and warranties of Lessor set forth herein and in each of the
other Operative Documents are true and correct in all respects on and as of such
Funding Date as if made on and as of such Funding Date. Lessor is in compliance
with its respective obligations under the Operative Documents and there exists
no Default or Event of Default under any of the Operative Documents. No Default
or Event of Default will occur under any of the Operative Documents as a result
of, or after giving effect to, the Funding.

                  (d) Execution and Delivery by Lessor. The execution and
delivery of each Operative Document to which Lessor is a party and the
performance of the obligations of Lessor thereunder has been duly authorized by
all requisite action of Lessor and each such Operative Document has been duly
executed and delivered by Lessor.

                  (e) Valid and Binding Obligations of Lessor. This
Participation Agreement constitutes the legal, valid and binding obligation of
Lessor, enforceable against it in accordance with its terms, and each Operative
Document to which it is a party will, on the due execution and delivery thereof,
be its legal, valid and binding obligation, enforceable in accordance with its
terms, subject, in each case, as to enforceability, bankruptcy, insolvency,
reorganization and other similar laws affecting enforcement of creditor rights
generally (insofar as any such law relates to the bankruptcy, insolvency,
reorganization or similar event with respect to it) and, as to the availability
of specific performance or other injunctive relief, subject to the discretionary
power of a court to deny such relief and to general equitable principles.

                  (f) No Conflict. The execution and delivery by Lessor of this
Participation Agreement and each other Operative Document to which the Lessor is
or will be a party, are not and will not be, and the performance by Lessor of
its obligations under each are not and will not be, inconsistent with its
Organizational Documents, do not and will not contravene any Applicable Law and
do not and will not contravene any provision of, or constitute a default under,
any contractual obligation of Lessor, do not and will not require the consent or
approval of, the giving of notice to, the registration with or taking of any
action in respect of or by, any Governmental Authority, except such as have been
obtained, given or accomplished, and Lessor possesses all requisite regulatory
authority to undertake and perform its obligations under the Operative
Documents.

                  (g) Litigation. There are no pending or, to the knowledge of
Lessor, threatened actions or proceedings against Lessor before any Governmental
Authority with respect to any Operative Documents or that would have a Material
Adverse Effect upon the ability of Lessor to perform its obligations under this
Participation Agreement or any other Operative Documents to which it is or will
be a party.

                  (h) Lessor Liens. No Lessor Liens exist and the execution,
delivery and performance by Lessor of this Participation Agreement or any other
Operative Document to which it is or will be a party will not subject the Leased
Property, or any portion thereof, to any Lessor Liens.


                                     - 20 -
<PAGE>


                  (i) No Offering. Neither Lessor nor anyone acting on behalf of
Lessor, has offered, transferred, pledged, sold or otherwise disposed of any
Note or any interest in any Note or Partnership Interest to, or solicited any
offer to buy or accepted a transfer, pledge or other disposition of any Note or
Partnership Interest or any interest in any Note or Partnership Interest from,
or otherwise approached or negotiated with respect to any Note or any interest
in any Note or Partnership Interest with, any person in any manner, or made any
general solicitation by means of general advertising or in any other manner, or
taken any other action, which would constitute a public distribution of the
Notes or Partnership Interest under the Securities Act, or which would render
the disposition of any Note a violation of Section 5 of the Securities Act or
any state securities laws, or require registration or qualification pursuant
thereto or require registration of Lessor under the Investment Company Act of
1940, as amended, nor will Lessor act, nor has Lessor authorized or will it
authorize any Person to act, in such manner with respect to any Note or
Partnership Interest.

                  (j) Trust Indenture Act. The initial offer and sale of the
Notes to Lender, and of the Partnership Interest to the purchaser thereof, in
the manner contemplated in the Loan Agreement are transactions exempt from the
registration requirements of the Securities Act and no indenture with respect to
the Notes or the Partnership Interest is required to be qualified under the
Trust Indenture Act of 1939, as amended. The foregoing is made in reliance upon
the letter, dated the Closing Date, regarding offerees by General Partner.

                  (k) Lien Status. On the Closing Date (and at all times
thereafter), Lessor shall be the owner of the collateral securing the Notes,
free and clear of any Liens (senior, pari passu or junior) other than Permitted
Liens, and all financing statements, assignments of real property interests and
other documents reasonably requested by Administrative Agent or the Required
Investors to be recorded or filed in order to perfect and protect such
collateral against all creditors of and purchasers from Lessor will have been
delivered to the Title Insurance Company for filing in each filing office
necessary for such purpose and all filing fees and taxes, if any, payable in
connection with such filings shall have been paid in full. The Lease is not, and
will not be, will be subject to any Lessor Liens.

         SECTION 4.3 Representations of Lender. Effective as of the date of
execution hereof and as of the Closing Date each Lender, severally and not
jointly, represents and warrants to each of the other parties hereto as follows:

                  (a) Organization; Authority. Each Lender (i) is a duly
organized and validly existing and is duly licensed and qualified to operate as
a banking corporation or national banking association (or as an agency or
branch, if it is an agency or a branch of a foreign bank), (ii) is in good
standing under the laws of the United States or the state of its organization,
and (iii) has all requisite power and authority to execute, deliver and perform
the Operative Documents to which it is a party.

                  (b) Employee Benefit Plans. Such Lender is not and will not be
making its investment hereunder, and is not performing its obligations under the
Operative Documents, with the assets of a Plan or "plan" (as defined in Section
4975(e)(1)) of the Code.


                                     - 21 -
<PAGE>


                  (c) Execution and Delivery by Lenders. The execution, delivery
and performance by it of this Participation Agreement and each other Operative
Document to which such Lender is a party have been duly authorized by all
requisite action of such Lender and each such Operative Document has been duly
executed and delivered by such Lender.

                  (d) Valid and Binding Obligations of Lenders. This
Participation Agreement constitutes the legal, valid and binding obligation of
such Lender, enforceable against it in accordance with its terms, and each
Operative Document to which it is a party will, on the due execution and
delivery thereof, be its legal, valid and binding obligation, enforceable in
accordance with its terms, subject, in each case, as to enforceability,
bankruptcy, insolvency, reorganization and other similar laws affecting
enforcement of creditor rights generally (insofar as any such law relates to the
bankruptcy, insolvency, reorganization or similar event with respect to it) and,
as to the availability of specific performance or other injunctive relief,
subject to the discretionary power of a court to deny such relief and to general
equitable principles.

                  (e) Private Offering. Such Lender has not offered (or
solicited offers for), and will not offer (or solicit offers for), any interest
in this Participation Agreement, the Notes, the other Operative Documents or any
amounts payable thereunder, as applicable, in a manner which would require the
registration of such interest under the Securities Act or the qualification of
any of the Operative Documents (or of any indenture in respect of any thereof)
under the Trust Indenture Act of 1939, as amended.

                  (f) No Conflict. The execution and delivery by each Lender of
this Participation Agreement and each other Operative Document to which such
Lender is or will be a party, are not and will not be, and the performance by
such Lender of its obligations under each are not and will not be, inconsistent
with its Organizational Documents, do not and will not contravene any Applicable
Law and do not and will not contravene any provision of, or constitute a default
under, any contractual obligation of Lender, do not and will not require the
consent or approval of, the giving of notice to, the registration with or taking
of any action in respect of or by, any Governmental Authority, except such as
have been obtained, given or accomplished, and Lender possesses all requisite
regulatory authority to undertake and perform its obligations under the
Operative Documents.

         SECTION 4.4 Representations of Administrative Agent. Effective as of
the date of execution hereof and as of the Closing Date, Administrative Agent
represents and warrants (in its individual capacity) to each of the other
parties hereto as follows:

                  (a) Organization; Authority. Administrative Agent (i) is a
duly organized and validly existing corporation organized and existing and in
good standing under the laws of the State of Michigan, (ii) has all requisite
power and authority to execute, deliver and perform the Operative Documents to
which it is a party.

                  (b) Execution and Delivery by Administrative Agent. The
execution, delivery and performance by it of this Participation Agreement and
each other Operative Document to which Administrative Agent is a party have been
duly authorized by all




                                     - 22 -
<PAGE>

requisite action of Administrative Agent and each such Operative Document has
been duly executed and delivered by Administrative Agent.

                  (c) Valid and Binding Obligations of Administrative Agent.
This Participation Agreement constitutes the legal, valid and binding obligation
of Administrative Agent, enforceable against it in accordance with its terms,
and each Operative Document to which it is a party will, on the due execution
and delivery thereof, be its legal, valid and binding obligation, enforceable in
accordance with its terms, subject, in each case, as to enforceability,
bankruptcy, insolvency, reorganization and other similar laws affecting
enforcement of creditor rights generally (insofar as any such law relates to the
bankruptcy, insolvency, reorganization or similar event with respect to it) and,
as to the availability of specific performance or other injunctive relief,
subject to the discretionary power of a court to deny such relief and to general
equitable principles.

                  (d) No Conflict. The execution and delivery by Administrative
Agent of this Participation Agreement and each other Operative Document to which
Administrative Agent is or will be a party, are not and will not be, and the
performance by Administrative Agent of its obligations under each are not and
will not be, inconsistent with its Organizational Documents, do not and will not
contravene any Applicable Law and do not and will not contravene any provision
of, or constitute a default under, any contractual obligation of Administrative
Agent, do not and will not require the consent or approval of, the giving of
notice to, the registration with or taking of any action in respect of or by,
any Governmental Authority, except such as have been obtained, given or
accomplished, and Administrative Agent possesses all requisite regulatory
authority to undertake and perform its obligations under the Operative
Documents.

         SECTION 4.5 Representations of General Partner. Effective as of the
date of execution hereof, as of the Closing Date and as of each Funding Date,
General Partner represents and warrants to each of the other parties hereto as
follows:

                  (a) Organization; Authority. General Partner (i) is duly
organized and validly existing under the laws of its jurisdiction of
organization, (ii) is in good standing under the laws of such state, and (iii)
has requisite power and authority to execute, deliver and perform its
obligations under the Operative Documents to which it is a party.

                  (b) Employee Benefits Plans. General Partner is not and will
not be making its investment hereunder, and is not performing its obligations
under the Operative Documents, with the assets of a Plan or "plan" (as defined
in Section 4975(e)(1)) of the Code.

                  (c) Execution and Delivery by General Partner. The execution,
delivery and performance by it of this Participation Agreement and each other
Operative Document to which General Partner is a party have been duly authorized
by requisite action of General Partner and each such Operative Document has been
duly executed and delivered by General Partner.



                                     - 23 -
<PAGE>


                  (d) Valid and Binding Obligations of General Partner. This
Participation Agreement constitutes the legal, valid and binding obligation of
General Partner, enforceable against it in accordance with its terms, and each
Operative Document to which it is a party will, on the due execution and
delivery thereof, be its legal, valid and binding obligation, enforceable in
accordance with its terms, subject, in each case, as to enforceability,
bankruptcy, insolvency, reorganization and other similar laws affecting
enforcement of creditor rights generally (insofar as any such law relates to the
bankruptcy, insolvency, reorganization or similar event with respect to it) and,
as to the availability of specific performance or other injunctive relief,
subject to the discretionary power of a court to deny such relief and to general
equitable principles.

                  (e) Private Offering. General Partner has not offered (or
solicited offers for), and will not offer (or solicit offers for), any interest
in this Participation Agreement, the Notes, the other Operative Documents or any
amounts payable thereunder, as applicable, in a manner which would require the
registration of such interest under the Securities Act or the qualification of
any of the Operative Documents (or of any indenture in respect of any thereof)
under the Trust Indenture Act of 1939, as amended.

                  (f) No Conflict. The execution and delivery by General Partner
of this Participation Agreement and each other Operative Document to which
General Partner is or will be a party, are not and will not be, and the
performance by General Partner of its obligations under each are not and will
not be, inconsistent with its Organizational Documents, do not and will not
contravene any Applicable Law and do not and will not contravene any provision
of, or constitute a default under, any contractual obligation of General
Partner, do not and will not require the consent or approval of, the giving of
notice to, the registration with or taking of any action in respect of or by,
any Governmental Authority, except such as have been obtained, given or
accomplished, and General Partner possesses all requisite regulatory authority
to undertake and perform its obligations under the Operative Documents.

                                    SECTION 5
                                    COVENANTS

         SECTION 5.1 Affirmative Covenants of Lessee.

         Until the Lease Termination Date, Lessee will, and where applicable,
will cause each other Credit Party to:

                  (a) Financial Reports, Etc. (i) As soon as practical and in
any event within 95 days after the end of each Fiscal Year of the Parent,
deliver or cause to be delivered to Administrative Agent and each Funding Party
(A) consolidated balance sheets of the Parent, Lessee and its Subsidiaries as at
the end of such Fiscal Year, and the notes thereto, and the related consolidated
statements of operations, stockholders' equity and cash flows, and the
respective notes thereto, for such Fiscal Year, setting forth comparative
financial statements for and as of the end of the preceding Fiscal Year, all
prepared in accordance with GAAP applied on a Consistent Basis and containing
opinions of Ernst & Young, or other such independent certified public
accountants selected by Lessee and of


                                     - 24 -
<PAGE>


similar nature, which are unqualified as to the scope of the audit performed and
as to the "going concern" status of the Parent and its Subsidiaries and without
any exception not reasonably acceptable to the Required Investors, and (B) a
certificate of a Responsible Officer who also is an officer of the Parent as to
the absence of any Default or Event of Default and demonstrating compliance with
Section 5.2(a), which certificate shall be in the form of Exhibit G;

         (ii) as soon as practical and in any event within 50 days after the end
of each fiscal quarter (except the last fiscal quarter of the Fiscal Year),
deliver to Administrative Agent and each Funding Party (A) consolidated balance
sheets of the Parent, Lessee and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of operations and stockholders'
equity for such fiscal quarter and statements of cash flow for the period from
the beginning of the then current Fiscal Year through the end of such Fiscal
Quarter, setting forth in each case in comparative form the figures for the
corresponding periods from the preceding Fiscal Year and accompanied by a
certificate of a Responsible Officer to the effect that such financial
statements present fairly the financial position of the Parent, Lessee and its
Subsidiaries as of the end of such reporting period and the results of their
operations and the changes in their financial position for such reporting
period, prepared in conformity with GAAP applied on a Consistent Basis, without
notes and subject to year-end audit adjustments, and (B) a certificate of a
Responsible Officer as to the absence of any Default or Event of Default and
containing computations for such quarter comparable to that required pursuant to
Section 5.1(a)(i)(B);

         (iii) together with each delivery of the financial statements required
by Section 5.1(a)(i)(A) deliver to Administrative Agent and each Funding Party a
letter from Lessee's accountants specified in Section 5.1(a)(i)(A) stating that
in performing the audit necessary to render an opinion on the financial
statements delivered under Section 5.1(a)(i)(A), they obtained no knowledge of
any Default or Event of Default by Lessee in the fulfillment of the terms and
provisions of this Agreement insofar as they relate to financial matters (which
at the date of such statement remains uncured); or if the accountants have
obtained knowledge of such Default or Event of Default, a statement specifying
the nature and period of existence thereof;

         (iv) promptly upon their becoming available to Lessee, Lessee shall
deliver to Administrative Agent and each Funding Party a copy of(i) all regular
or special reports or effective registration statements which the Parent, Lessee
or any Subsidiary shall file with the Securities and Exchange Commission (or any
successor thereto) or any securities exchange, and (ii) any proxy statement
distributed by the Parent, Lessee or any Subsidiary to its shareholders,
bondholders or the financial community in general, all such reports and
statements to be delivered without exhibits unless otherwise reasonably
requested by Administrative Agent;

         (v) promptly, from time to time, deliver or cause to be delivered to
Administrative Agent and each Funding Party such other information regarding
Lessee's and any Subsidiary's operations, business affairs, assets, properties
and financial condition as Administrative Agent or such Lender may reasonably
request.



                                     - 25 -
<PAGE>


         Administrative Agent and Lenders are hereby authorized to deliver a
copy of any such financial information delivered hereunder to (i) the Funding
Parties (or the parent of any lender or a wholly-owned subsidiary of the parent
of any Funding Party) or (ii) Administrative Agent, (iii) any regulatory
authority having jurisdiction over Administrative Agent or (iv) any of the
Funding Parties pursuant to any written request therefor, or, to any other
Person who shall acquire or consider the acquisition of a participation interest
in or assignment of any Loan or Capital Contribution permitted by this Agreement
but, to the extent such information constitutes Confidential Information, only
if (i) such Person agrees in writing to maintain the confidentiality of such
information on terms substantially similar to Section 10.9 hereof as if it were
a "Lender" party hereto and (ii) Administrative Agent or such Lender receives
copies of such written agreement prior to the release of such information.

                  (b) Maintain Properties. Maintain all properties necessary to
its operations in good working order and condition (ordinary wear and tear
excepted), make all needed repairs, replacements and renewals to such
properties, and preserve, protect and maintain free from Liens (other than Liens
permitted under Section 5.2(b) hereof) all material trademarks, trade names,
patents, copyrights, trade secrets, know-how, and other intellectual property
and proprietary information (or adequate licenses thereto), in each case as are
necessary or useful to conduct its business as currently conducted or as
contemplated hereby, all in accordance with customary and prudent business
practices.

                  (c) Existence, Qualification, Etc. Do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its existence
and (ii) all material rights, franchises and permits, except to the extent
terminated or conveyed in connection with a transaction permitted under Section
5.2(d) or 5.2(f), and maintain its license or qualification to do business as a
foreign corporation and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary and where the failure to be so licensed or qualified
would be reasonably likely to have a Material Adverse Effect.

                  (d) Regulations and Taxes. File all income tax or similar
returns required to be filed in any jurisdiction and comply with all statutes
and governmental regulations and pay all taxes, assessments, governmental
charges, claims for labor, supplies, rent and any other obligation before they
become delinquent which, if unpaid, might become a Lien against any of its
material properties, except liabilities being contested in good faith by
appropriate proceedings diligently conducted provided that adequate reserves
with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP.

                  (e) Insurance. (i) Keep all of its insurable properties
adequately insured at all times with responsible insurance carriers against loss
or damage by fire and other hazards to the extent and in the manner as are
customarily insured against by similar businesses owning such properties
similarly situated, (ii) maintain general public liability insurance at all
times with responsible insurance carriers against liability on account of damage
to persons and property, (iii) maintain insurance under all applicable workers'
compensation laws (or in the alternative, maintain required reserves if
self-insured for workers' compensation purposes), such policies of insurance to
have such limits, deductibles,


                                     - 26 -
<PAGE>


exclusions, co-insurance and other provisions providing no less coverages than
are maintained by similarly situated entities of established reputation engaged
in the same or similar lines of business and such insurance policies to be in
form reasonably satisfactory to Administrative Agent, and (iv) maintain the
insurance coverages required pursuant to the Lease. Lessee shall use its best
efforts to ensure that each of the policies of insurance described in this
Section 5.1(e) providing material coverage and policy limits to Lessee and its
Subsidiaries on a consolidated basis will provide that the insurer shall give
Administrative Agent not less than thirty (30) days' prior written notice before
any such policy shall terminate, lapse, be cancelled or be materially amended.

                  (f) True Books. Keep true books of record and account in which
full, true and correct entries will be made of all of its dealings and
transactions in accordance with customary business practices, and set up on its
books such reserves as may be required by GAAP with respect to doubtful accounts
and all taxes, assessments, charges, levies and claims and with respect to its
business in general, and include such reserves in interim as well as year-end
financial statements.

                  (g) Right of Inspection. Permit any Person designated by
Administrative Agent or the General Partner, at their respective expense (unless
a Default or Event or Default shall exist, then at Lessee's expense), to visit
and inspect any of the properties, corporate books and financial reports of the
Parent, Lessee or any of its Subsidiaries and to discuss its or their affairs,
finances and accounts with its or their principal officers and independent
certified public accountants, all at such reasonable times and as often as
Administrative Agent may reasonably request.

                  (h) Observe all Laws. Conform to and duly observe all
Applicable Laws (including, without limitation, Environmental Laws), rules and
regulations and all other valid requirements of any Governmental Authority with
respect to the conduct of its business and obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of its properties or the conduct of
its business, except to the extent that non-compliance with such requirements or
failure to obtain or maintain such governmental authorizations could not
reasonably be expected to have a Material Adverse Effect.

                  (i) Pay Indebtedness to Funding Parties and Perform Other
Covenants. Make full and timely payment of the Rent under the Lease and all
other Obligations, whether now existing or hereafter arising.

                  (j) Covenants Extending to Other Persons. Cause each of its
Material Subsidiaries to do with respect to itself, its business and its assets,
each of the things required of Lessee in Sections 5.1(b) through 5.1(i),
inclusive.

                  (k) Officer's Knowledge of Default. Upon any Responsible
Officer obtaining knowledge of any Default or Event of Default or any default
under any other material obligation of the Parent, Lessee or any Subsidiary, or
any event, development or occurrence which would have a Material Adverse Effect,
cause such officer or a Responsible Officer to promptly deliver to
Administrative Agent and the General Partner



                                     - 27 -
<PAGE>


written notice thereof, the period of existence thereof, and what action Lessee
proposes to take with respect thereto.

                  (l) Suits or Other Proceedings. Upon any Responsible Officer
obtaining knowledge of any litigation or other proceedings (including, without
limitation, any environmental proceedings) being instituted against the Parent,
Lessee or any Subsidiary or otherwise questioning the validity or enforceability
of, or the ability of any Credit Party to enter into or perform under, the
Operative Documents, or any attachment, levy, execution or other process being
instituted against any assets of Lessee or any subsidiary, making a claim or
claims in an aggregate stated amount greater than $25,000,000 not otherwise
covered by insurance, promptly deliver to Administrative Agent and the General
Partner written notice thereof stating the nature and status of such litigation,
dispute, proceeding, levy, execution or other process.

                  (m) Notice of Environmental Complaint or Condition. Promptly
provide to Administrative Agent and the General Partner true, accurate and
complete copies of any and all notices, complaints, orders, directives, claims
or citations received by Lessee or any Subsidiary relating to any material (i)
violation or alleged violation by the Parent, Lessee or any Subsidiary of any
applicable Environmental Law; (ii) release or threatened release by Lessee or
any Subsidiary, or by any Person handling, transporting or disposing of any
Hazardous Material on behalf of Lessee or any Subsidiary, or at any facility or
property owned or leased or operated by Lessee or any Subsidiary, of any
Hazardous Material, except where occurring legally pursuant to a permit or
license; or (iii) liability or alleged liability of Lessee or any Subsidiary for
the costs of cleaning up, removing, remediating or responding to a release of
Hazardous Materials.

                  (n) Further Assurances. At Lessee's reasonable cost and
expense, upon request of Administrative Agent, the Lenders or the General
Partner, duly execute and deliver or cause to be duly executed and delivered, to
Administrative Agent such further instruments, documents, certificates,
agreements and financing and continuation statements, and do and cause to be
done such further acts that may be reasonably necessary or advisable in the
reasonable opinion of Administrative Agent or the Lenders to carry out more
effectively the provisions and purposes of this Agreement and the other
Operative Documents.

                  (o) Plans

                  (i) With reasonable promptness, and in any event within thirty
(30) days thereof, give notice to Administrative Agent and the General Partner
of (A) each funding waiver request filed with respect to any Pension Plan and
all communications received or sent by Lessee or any ERISA Affiliate with
respect to such request and (B) the failure of Lessee or any ERISA Affiliate to
make a required installment or payment under Section 302 of ERISA or Section 412
of the Code (in the case of Plans regulated by the Code or ERISA) or under any
Foreign Benefit Law (in the case of Plans regulated by any Foreign Benefit Law)
by the due date;


                                     - 28 -
<PAGE>


                  (ii) Promptly and in any event within fifteen (15) days of
becoming aware of the occurrence or forthcoming occurrence of any (A)
Termination Event or (B) nonexempt "prohibited transaction," as such term is
defined in Section 406 of ERISA or Section 4975 of the Code, in connection with
any Plan or any trust created thereunder, deliver to Administrative Agent and
the General Partner a notice specifying the nature thereof, what action Lessee
or any ERISA Affiliate has taken, is taking or proposes to take with respect
thereto and, when known, any action taken or threatened by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto; and

                  (iii) With reasonable promptness but in any event within
fifteen (15) days for purposes of clauses (i), (ii) and (iii), deliver to
Administrative Agent and the General Partner copies of (A) any unfavorable
determination letter from the Internal Revenue Service regarding the
qualification of an Plan under Section 401(a) of the Code, (B) all notices
received by Lessee or any ERISA Affiliate of the PBGC's or any Governmental
Authority's intent to terminate any Pension Plan or to have a trustee appointed
to administer any Pension Plan, (C) each Schedule B (Actuarial Information) to
the annual report (Form 5500 Series) filed by Lessee or any ERISA Affiliate with
the Internal Revenue Service with respect to each Plan and (D) all notices
received by Lessee or any ERISA Affiliate from a Multiemployer Plan sponsor
concerning the imposition or amount of withdrawal liability pursuant to Section
4202 of ERISA. Lessee will notify Administrative Agent in writing within five
(5) Business Days of Lessee or any ERISA Affiliate obtaining knowledge or reason
to know that Lessee or any ERISA Affiliate has filed or intends to file a notice
of intent to terminate any Pension Plan under a distress termination within the
meaning of Section 4041(c) of ERISA.

                  (p) Qualification to do Business. Lessee shall remain
qualified to do business in the state in which the Leased Property is located.

                  (q) Additional Required Appraisals. If, as a result of any
change in Applicable Law after the date hereof, an appraisal of all or any of
the Leased Property is required during the Lease Term under Applicable Law with
respect to any Funding Party's or General Partner's interest therein, such
Funding Party's Funded Amount with respect thereto or the Operative Documents,
then Lessee shall pay the reasonable cost of such appraisal.

                  (r) Environmental Violation. If at any time an event or
condition shall have occurred and be continuing which results in the Leased
Property being in violation of any Environmental Law, or a notice, complaint, or
order or finding of violation or noncompliance with any Environmental Law shall
have been received by Lessee with respect to the Leased Property, Lessee shall,
at its option, (a) promptly commence and diligently perform all remedial work,
at Lessee's own cost and expense, necessary or desirable to bring the Leased
Property into full compliance with Environmental Laws by not later than the
earlier of (i) twelve months after the date of discovery of such event or
condition or such longer period of time as may be reasonably necessary if such
remedial work cannot be completed in said 12 months so long as such remedial
work is being diligently pursued and (ii) the end of the initial term of the
Lease with respect to the Leased Property, or (b) (i) purchase the Leased
Property at a purchase price equal to the Lease Balance and in the manner set
forth in Section 14.4 of the Lease or (ii) purchase the General Partner Interest
and


                                     - 29 -
<PAGE>


cause the Loan Balance of all of the Loans to be prepaid in full pursuant to
Section 11.01 of the Partnership Agreement and Section 5.1(u) hereof.

                  (s) Use of Proceeds. Lessee will cause Lessor to use the
proceeds of the Loans and the Capital Contribution on the Closing Date to prepay
the Existing Loan and a portion of the premium associated therewith and to pay
Transaction Expenses due and payable on the Closing Date. No part of the
proceeds of any Funding will be used, whether directly or indirectly, for the
purchase or carrying of any "margin stock" or to extend credit to others for
such purpose or for any purpose that would violate any rule or regulation of the
Board of Governors of the Federal Reserve System, including Regulations T, U
or X.

                  (t) Payment of Obligations. Lessee will, and will cause each
of its Subsidiaries to, pay and discharge at or before maturity, all of its
obligations and liabilities (including without limitation all tax liabilities
and claims that could result in a statutory Lien) before the same shall become
delinquent or in default, except where (i) (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings and (b) Lessee or such
Subsidiary has set aside on its books adequate reserves with respect thereto in
accordance with GAAP or (ii) the failure to make payment thereof, when
aggregated with all other such unpaid obligations and liabilities, could not
reasonably be expected to result in a Material Adverse Effect or (iii) the
failure to make payments thereof could not result in a statutory Lien on any
Leased Property.

                  (u) Purchase Option Conditions. Following its delivery of the
Purchase Notice under Section 11.01 of the Partnership Agreement, Lessee shall
satisfy or cause to be satisfied each of the conditions to its purchase of the
General Partner Interest thereunder on the related Purchase Date or the Lease
Termination Date, as the case may be. In no event shall the General Partner
Interest be conveyed to Lessee under such Section unless the Loans shall have
been, or simultaneously therewith be, prepaid in full.

                  (v) New Subsidiaries. Lessee will promptly, but no later than
twenty-one (21) days after (i) the acquisition or creation of any Subsidiary
which would have been a Material Domestic Subsidiary if included in Lessee's
consolidated financial statements for the fiscal year then most recently ended,
or (ii) any previously existing Person becomes a Material Domestic Subsidiary as
reflected in the then most recent financial statements delivered by Lessee,
cause to be delivered to Administrative Agent for the benefit of the Lenders and
Lessor each of the following:

                  (A) a Guaranty executed by such Material Domestic Subsidiary
         substantially in the form of Exhibit I, with appropriate insertions of
         identifying information and such other changes to which Administrative
         Agent may consent in its discretion, together with a consent by
         Guarantor to its assignment by Lessor to Administrative Agent, as
         collateral for the Loans;

                  (B) an opinion of counsel to such Subsidiary dated as of the
         date of delivery of the Guaranty provided for in this Section 5.1(v)
         and addressed to Administrative Agent, the General Partner, the Lessor
         and the Lenders, in form and substance reasonably acceptable to
         Administrative Agent to the effect that:



                                     - 30 -
<PAGE>


                  (i) such Subsidiary is duly organized, validly existing and in
         good standing in the jurisdiction of its formation, has the requisite
         power and authority to own its properties and conduct its business as
         then owned and then conducted and proposed to be conducted and to
         execute, deliver and perform the Guaranty described in this Section
         5.1(v) to which such Subsidiary is a signatory, and is duly qualified
         to transact business and is in good standing as a foreign corporation
         or partnership in each other jurisdiction in which the character of the
         properties owned or leased, or the business carried on by it, requires
         such qualification and the failure to be so qualified would reasonably
         be likely to result in a Material Adverse Effect;

                  (ii) the execution, delivery and performance of the Guaranty
         described in this Section 5.1(v) to which such Subsidiary is a
         signatory have been duly authorized by all requisite corporate or
         partnership action (including any required shareholder or partner
         approval), such agreement has been duly executed and delivered and
         constitutes the valid and binding agreement of such Subsidiary,
         enforceable against such Subsidiary in accordance with its terms,
         subject to the effect of any applicable bankruptcy, moratorium,
         insolvency, reorganization or other similar law affecting the
         enforceability of creditors' rights generally and to the effect of
         general principles of equity (whether considered in a proceeding at law
         or in equity);

         (C) current copies of the Organizational Documents and Operating
Documents of such Material Domestic Subsidiary, minutes of duly called and
conducted meetings (or duly effected consent actions) of the Board of Directors,
partners, or appropriate committees thereof (and, if required by such
Organizational Documents, Operating Documents or applicable law, of the
shareholders) of such Subsidiary authorizing the actions and the execution and
delivery of documents described in this Section 5.1(v).

                  (w) Accounts. Statements and Filings. (i) Keep and maintain
bank accounts and true books of accounts for the Partnership consistent with the
Partnership Agreement, and (ii) prepare all tax returns and statements which are
to be filed by the Partnership pursuant to the Partnership Agreement.

SECTION 5.2 Negative Covenants of Lessee.

         Until the Lease Termination Date Lessee will not, nor will it permit
any Material Subsidiary or the Parent to:

         (a) Financial Covenants.

                  (i) Consolidated Shareholders' Equity. Permit Consolidated
Shareholders' Equity to be less than (A) $175,000,000 from June 22, 2001 until
(but excluding) the last day of the second fiscal quarter of the current Fiscal
Year, and (B) as at the last day of each fiscal quarter of Lessee commencing
with the third quarter of the current Fiscal Year until (but excluding) the last
day of the next following Fiscal Quarter of Lessee,




                                     - 31 -
<PAGE>

the sum of (x) the amount of Consolidated Shareholders' Equity required to be
maintained pursuant to this clause as at the end of the immediately preceding
fiscal quarter, plus (y) 50% of Consolidated Net Income (with no reduction for
net losses during any period) for the fiscal quarter of Lessee ending on such
day, plus (z) 100% of the aggregate amount of all increases in the stated
capital and additional paid-in capital accounts of Lessee resulting from the
issuance, sale or exchange of equity securities or other capital investments.
Any increase calculated pursuant hereto shall be determined based upon financial
statements delivered in accordance with Section 5.1(a)(i) hereof; provided,
however, such increase shall be deemed effective as of the first day of the
Fiscal Year in which such financial statements are delivered.

                  (ii) Consolidated Total Debt Ratio. Permit the Consolidated
Total Debt Ratio as of the end of any Four-Quarter Period to be greater than
2.25 to 1.00.

                  (iii) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio as of the end of any Four-Quarter Period to
be less than 5.00 to 1.00.

                  (iv) Total Subsidiary Indebtedness. Permit at any time the
aggregate amount of Indebtedness of Lessee's Subsidiaries (other than
endorsements of negotiable instruments for deposit or collection or similar
transaction in the ordinary course of business) to be greater than the lesser of
(A) $50,000,000 and (B) 33% of Consolidated EBITDA for the Four-Quarter Period
ending on (or most recently prior to) the date of calculation thereof.

                  (b) Liens. Incur, create or permit to exist any Lien, charge
or other encumbrance of any nature whatsoever with respect to any property or
assets now owned or hereafter acquired by Lessee or any Subsidiary, including
without limitation any capital stock of Lessee or any of its Subsidiaries, other
than

                  (i) Liens created in favor of Administrative Agent and the
Funding Parties, or otherwise existing as of the date hereof and as set forth in
Schedule 4.1(f) hereof;

                  (ii) Liens imposed by law for taxes, assessments or charges of
any GOVERNMENTAL Authority for claims not yet due or which are being contested
in good faith by appropriate proceedings diligently conducted, and with respect
to which adequate reserves or other appropriate provisions are being maintained
in accordance with GAAP;

                  (iii) statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, materialmen and other Liens imposed by law or created
in the ordinary course of business and for amounts not yet due or which are
being contested in good faith by appropriate proceedings diligently conducted
and with respect to which adequate reserves or other appropriate provisions are
being maintained in accordance with GAAP;

                  (iv) Liens incurred or deposits made in the ordinary course of
business (including, without limitation, surety bonds and appeal bonds) in
connection with workers' compensation, unemployment insurance and other types of
social security benefits or to secure the performance of tenders, bids, leases,
contracts (other than for the repayment


                                     - 32 -
<PAGE>

of Indebtedness), statutory obligations and other similar obligations or arising
as a result of progress payments under government contracts;

                  (v) easements (including, without limitation, reciprocal
easement agreements and utility agreements), rights-of-way, covenants, consents,
reservations, encroachments, variations and zoning and other restrictions,
charges or encumbrances (whether or not recorded), which do not interfere
materially with the ordinary conduct of the business of Lessee or any Material
Subsidiary and which do not materially detract from the value of the property
to which they attach or materially impair the use thereof to Lessee or any
Material Subsidiary;

                  (vi) Liens on assets of Lessee or any of its Subsidiaries and
on the capital stock of any of its Subsidiaries, provided the aggregate fair
market value (as reasonably determined by Lessee) of all assets and such capital
stock subject to such pledges shall not exceed $25,000,000;

                  (vii) deposits to secure the performance of bids, trade
contracts (other than for borrowed money), contracts with respect to the Core
Business, leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature, and rights of usufruct and similar
rights to continued use and possession of lottery equipment or other property in
favor of lottery authorities, in each case incurred in the ordinary course of
business;

                  (viii) Liens securing Indebtedness of Lessee and its
Subsidiaries incurred to finance the acquisition of fixed or capital assets,
including any items of equipment acquired after the date hereof, and
refinancings thereof, provided that (A) such Liens shall attach concurrently
with or within 30 days of the acquisition of such fixed or capital assets or
items of equipment, (B) such Liens do not at any time encumber any property
other than the property financed by such Indebtedness, (C) the amount of
Indebtedness secured thereby is not increased and (D) the principal amount of
Indebtedness secured by any such Lien shall at no time exceed 100% of the
original purchase price of such property at the time it was acquired;

                  (ix) Liens arising as a result of the use of commercial
letters of credit to finance the purchase price of goods in the ordinary course
of business in transactions not otherwise prohibited hereunder in favor of the
bank issuing such commercial letter of credit and attaching only on such goods
so financed; and

                  (x) Liens arising out of judgments or awards in respect of
which the Parent, Lessee or any of its Subsidiaries shall in good faith be
prosecuting an appeal or proceedings for review and in respect of which it shall
have secured a subsisting stay of execution pending such appeal or proceedings
for review, provided that it shall have set aside on its books adequate
reserves, to the extent required by GAAP applied on a Consistent Basis, with
respect to such judgment or award.

                  (c) Guaranties. Incur, create, or assume any guaranties of
non-consolidated Indebtedness in an aggregate principal amount in excess of
$50,000,000.


                                     - 33 -
<PAGE>


                  (d) Disposition of Assets. Lessee will not, and will not
permit any Guarantor to, directly or indirectly, sell, lease, transfer or
otherwise dispose of (collectively a "Disposition") any of its properties or
assets unless, after giving effect to such proposed Disposition, the aggregate
net book value of all assets that were the subject of a Disposition during the
twelve calendar months immediately preceding the date of such proposed
Disposition (the "Disposition Date") does not exceed 15% of Consolidated Assets
as at the end of the quarterly fiscal period of Lessee ended immediately prior
to the Disposition Date. Any Disposition of shares of stock of any Subsidiary
shall, for purposes of this Section, be valued at an amount that bears the same
proportion to the book value of the total assets of such Subsidiary as the
number of such shares bears to the total number of issued and outstanding shares
of stock of such Subsidiary. Notwithstanding the foregoing, the following
Dispositions shall not be taken into account under this Section:

                  (i) any Disposition of inventory, equipment, fixtures,
supplies or materials made in the ordinary course of business at fair value;

                  (ii) any Disposition to the Parent or to a wholly-owned
Material Domestic Subsidiary; and

                  (iii) any Disposition the net proceeds of which are applied
within 180 days of the related Disposition Date to (x) the repayment of
Consolidated Total Indebtedness (and any associated premium) of Lessee or such
Guarantor or (y) the acquisition of assets (other than current assets) to be
used in the ordinary course of business of Lessee or such Guarantor.

                  (e) Investments; Acquisitions. Purchase, own, invest in or
otherwise acquire, directly or indirectly, any stock or other securities or all
or substantially all of the assets of, or make investments in or permit to exist
any interest whatsoever in, any other Person or permit to exist any loans or
advances to, or Capital Expenditures with respect to, any Person, except that
Lessee and its Subsidiaries may maintain investments or invest in

                  (i) Eligible Securities;

                  (ii) other securities for which the aggregate purchase price
or initial investment for all such securities does not exceed $10,000,000;

                  (iii) investments existing as of the date hereof and either
disclosed on the financial statements of the Parent, Lessee and its Subsidiaries
referred to in Section 4.1(e) hereof or individually and in the aggregate not
required to be disclosed in such financial statements or the notes thereto;

                  (iv) accounts receivable arising and trade credit granted in
the ordinary course of business and any securities received in satisfaction or
partial satisfaction thereof in connection with accounts of financially troubled
Persons to the extent reasonably necessary in order to prevent or limit loss;

                  (v) key man life insurance with respect to its executive
officers;


                                     - 34 -
<PAGE>


                  (vi) investments in, advances to or Capital Expenditures with
respect to any Person other than those Persons described in clauses (i), (ii),
(iii), (iv), (v), (vi), (vii), (viii), (ix) and (x) hereof in an aggregate
Investment Commitment at any time not to exceed $150,000,000; provided that no
single or series of related investments, advances or Capital Expenditures
permitted under this Section 5.2(e) shall exceed at any time an Investment
Commitment of $75,000,000;

                  (vii) investments in, advances to or Capital Expenditures with
respect to Lessee or any Subsidiary engaged in the Core Business and loans or
advances by the Passive Investment Company to Lessee or any Guarantor in
connection with the Core Business;

                  (viii) loans and advances to officers, directors and employees
of Lessee or its Subsidiaries for travel, entertainment and relocation expenses
and other business purposes, all in the ordinary course of business;

                  (ix) investments of Lessee under any agreement creating Rate
Hedging Obligations;

                  (x) investments representing stock or obligations issued to
the Parent, Lessee or any of its Subsidiaries in settlement of claims against
any other Person by reason of a composition or readjustment of debt or a
reorganization of any debtor of the Parent or such Subsidiary; and

                  (xi) other loans, advances and investments in an aggregate
principal amount at any time outstanding not to exceed $5,000,000.

                  (f) Merger or Consolidation. (i) Consolidate with or merge
into any other Person, or (ii) permit any other Person to consolidate with or
merge into it, provided, however, so long as no Default or Event of Default
exists at the time of or would result therefrom (A) any Subsidiary may merge or
transfer all or substantially all of its assets into or consolidate with Lessee
or any wholly-owned Subsidiary, and (B) any Person may merge with Lessee if
Lessee shall be the survivor thereof; provided, however, notwithstanding the
foregoing, no Material Domestic Subsidiary may consolidate with or merge into
any Subsidiary unless such Material Domestic Subsidiary is the survivor of such
consolidation or merger or the Subsidiary is also a Material Domestic Subsidiary
and no Default or Event of Default shall exist after giving effect to such
merger or consolidation.

                  (g) Dividends, Redemptions and Other Payments. If (i) any
Default or Event of Default shall exist under clauses (i), (ii), (iii) of
Section 5.2(a) hereof or a Default or Event of Default under any such section
would be created by the declaration or payment of cash dividends or any other
payment or distribution of cash on account of its capital stock or the purchase,
redemption or other retirement of its capital stock, or (ii) an Event of Default
has occurred and is continuing, declare or pay any cash dividends or make any
other payment or distribution of cash on any shares of stock of any class of
Lessee, now or hereafter outstanding, or purchase, redeem or otherwise retire
any such shares in consideration of cash or apply or set apart any of their
assets therefor or make any other distribution (by


                                     - 35 -
<PAGE>

redemption of capital or otherwise) in respect of any such shares in
consideration of cash, or agree to do any of the foregoing.

                  (h) Transactions with Affiliates. Enter into any transaction
after the Closing Date, including, without limitation, the purchase, sale, lease
or exchange of property, real or personal, or the rendering of any service, with
any Affiliate (other than a Guarantor), except (a) that such Persons may render
services to Lessee or its Subsidiaries for compensation at the same rates
generally paid by Persons engaged in the same or similar businesses for the same
or similar services and (b) in the ordinary course of and pursuant to the
reasonable requirements of Lessee's (or any Subsidiary's) business consistent
with past practice of Lessee and its Subsidiaries and upon fair and reasonable
terms no less favorable to Lessee (or any Subsidiary) than would be obtained in
a comparable arm's-length transaction with a Person not an Affiliate.

                  (i) Benefit Plans. With respect to all Plans maintained by
Lessee or any ERISA Affiliate:

                      (i) terminate any of such Plans so as to incur any
liability to the PBGC established pursuant to ERISA or to any other Person
exercising similar duties and functions under any Foreign Benefit Law where such
termination would be reasonably likely to have or would have a Material Adverse
Effect;

                      (ii) engage in any non-exempt prohibited transaction
involving any of such Plans or any trust created thereunder which would subject
Lessee or an ERISA Affiliate to a tax or penalty or other liability on
prohibited transactions imposed under Code Section 4975 or ERISA or under any
Foreign Benefit Law;

                      (iii) fail to pay to any such Plan any contribution which
it is obligated to pay under the terms of such plan;

                      (iv) allow or suffer to exist any accumulated funding
deficiency, whether or not waived, with respect to any such Plan;

                      (v) allow or suffer to exist any occurrence of a
reportable event or any other event or condition, which presents a material risk
of termination by the PBGC, or to any other Person exercising similar duties and
functions under any Foreign Benefit Law, of any such Plan that is a Single
Employer Plan, which termination could result in any liability to the PBGC or
under any Foreign Benefit Law; or

                      (vi) incur any withdrawal liability with respect to any
Multiemployer Plan which would be reasonably likely to have or would have a
Material Adverse Effect.

                  (j) Fiscal Year. Change its Fiscal Year without the consent of
the Required Investors, which consent shall not be unreasonably withheld or
delayed; provided, however, that each of the Funding Parties agrees that if an
amendment to this Agreement is required solely to make adjustments to the
financial covenants in Section 5.1(a) hereof as a result of such change in
Fiscal Year, no fees shall be charged to Lessee for such amendment.


                                     - 36 -
<PAGE>


                  (k) Dissolution, Etc. Wind up, liquidate or dissolve
(voluntarily or involuntarily) or commence or suffer any proceedings seeking
any such winding up, liquidation or dissolution, except in connection with (i)
the merger or consolidation of Material Subsidiaries into each other or into
Lessee as permitted pursuant to Section 5.2(f) hereof and (ii) the declaration
of bankruptcy, liquidation and dissolution of Subsidiaries which are not
Material Subsidiaries.

                  (1) Limitations on Sales and Leasebacks. Enter into any Sale
and Leaseback Transaction as lessee unless:

                  (i) such Sale and Leaseback Transaction is between such
Material Subsidiary and Lessee or the Parent, between such Material Subsidiary
and any wholly-owned Material Subsidiary or between Lessee or the Parent and any
wholly-owned Material Subsidiary;

                  (ii) the proceeds received by Lessee or such Material
Subsidiary from such Sale and Leaseback Transaction as lessee are applied within
180 days of the date of such transaction to (A) the prepayment of Consolidated
Total Indebtedness (and any associated premium) of Lessee or such Material
Subsidiary or (B) the acquisition of assets (other than current assets) to be
used in the ordinary course of business of Lessee or such Material Subsidiary,
as the case may be; or

                  (iii) at the time of entering into such Sale and Leaseback
Transaction and immediately after giving effect thereto, Priority Debt shall not
exceed 15% of Consolidated Assets.

                  (m) Change in Control. Cause, suffer or permit to exist or
occur any Change of Control.

                  (n) Transactive Corporation. Permit Transactive Corporation to
have (a) total assets equal to or greater than 5% of Consolidated Assets at any
time or (b) profits equal to or greater than 5% of Consolidated Total Profits
Before Tax at any time unless Transactive Corporation shall have been designated
a Material Subsidiary hereunder (notwithstanding the exclusion contained in the
definition thereof) by Lessee and shall have provided to Administrative Agent
all Operative Documents required of a Material Subsidiary hereunder.

                  (0) Synthetic Lease Obligations. Create, incur or permit to
exist at any time Synthetic Lease Obligations in an aggregate amount in excess
of $50,000,000.

         SECTION 5.3 Covenants of Lessor.

                  (a) No Amendments. Lessor shall not amend its Organizational
Documents or Operating Documents, except in connection with the Transactions and
for such modifications which, individually or in the aggregate, do not have a
Material Adverse Effect on its ability to perform its obligations under any of
the Operative Documents or on the validity or enforceability of any Operative
Document or the rights and remedies of Administrative Agent or any Lender
thereunder.


                                     - 37 -
<PAGE>

                  (b) Indebtedness. Lessor shall not incur any Indebtedness or
other monetary obligation or liability, other than (i) non-recourse indebtedness
incurred in connection with the Transaction, (ii) operating expenses incurred in
the ordinary course of business that are not delinquent, and (iii) loans
permitted under the Partnership Agreement including, without limitation, the
loan described in Section 2.1 (a)(ii) hereof.

                  (c) Proceeds. The proceeds of the Loans received from the
Lenders on the Closing Date will be used by Lessor solely to prepay the Existing
Loan and to pay Transaction Expenses due and payable on the Closing Date. No
portion of the proceeds of the Loans will be used by the Lessor (i) in
connection with, whether directly or indirectly, any tender offer for, or other
acquisition of, stock of any corporation with a view towards obtaining control
of such other corporation, (ii) directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any margin stock
(or of extending credit to others for such purpose), or (iii) for any purpose in
violation of any Applicable Law.

                  (d) Business. Lessor shall not engage in any business or
activity, or invest in any Person, except for activities similar to its
activities conducted on the date hereof and as contemplated by the Transaction.

                  (e) Financial Statements. Lessor will deliver to
Administrative Agent, each Lender and General Partner, as soon as available and
in any event within ninety (90) days after the end of each calendar year, a
balance sheet of Lessor as of the end of such calendar year and the related
statements of income and cash flows for such calendar year, setting forth in
each case in comparative form the figures for the previous calendar year,
together with copies of its tax returns, all certified by an officer (and if
Lessor ever prepares audited financial statements, it shall deliver copies
thereof to Administrative Agent, each Lender and General Partner).

                  (f) Books and Records. Lessor will permit Administrative
Agent, each Lender and General Partner and its respective representatives to
examine, and make copies from, Lessor's books and records, and to visit the
offices and properties of Lessor for the purpose of examining such materials,
and to discuss Lessor's performance hereunder with any of its, or its general
partner's, officers and employees.

                  (g) Liens. Lessor shall not consent to or suffer or permit any
Lessor Lien against the Leased Property, and Lessor shall promptly discharge
each Lessor Lien and shall indemnify Administrative Agent, each Lender, General
Partner and Lessee for any diminution in value of the Leased Property resulting
from such Lessor Liens.

         SECTION 5.4 Covenants of General Partner. General Partner shall not
consent to or suffer or permit any Lessor Lien against the Leased Property
attributable to it or arising by, through or under it and General Partner shall
promptly discharge each Lessor Lien attributable to it and shall indemnify
Administrative Agent, each Lender and Lessee for any diminution in value of the
Leased Property resulting from such Lessor Liens not so discharged. General
Partner agrees to perform its payment obligations set forth in Section 6.03 of
the Partnership Agreement which obligations shall not be amended or waived by
the



                                     - 38 -
<PAGE>


parties thereto until the satisfaction of the Notes and payment in full of all
other obligations under the Loan Agreement and without the prior written consent
of Administrative Agent, at the direction of the Required Investors.

                                    SECTION 6
                    TRANSFERS BY GENERAL PARTNER AND LENDERS

         SECTION 6.1 Assignments.

                  (a) By Lenders.


                  (i) Each Lender may assign to one or more Eligible Assignees
all or a portion of its rights and obligations under this Agreement (including,
without limitation, all or a portion of its Loans, its Note, its Commitment);
provided, however, that

                  (x) except in the case of an assignment to another Lender or
         an Affiliate of a Lender or an assignment of all of a Lender's rights
         and obligations under this Agreement, any such partial assignment shall
         be in an amount at least equal to $5,000,000 unless each of
         Administrative Agent and, so long as no Event of Default has occurred
         and is continuing, Lessee otherwise consents (each such consent not to
         be unreasonably withheld or delayed);

                  (y) the parties to such assignment shall execute and deliver
         to Administrative Agent for acceptance by it an Assignment and
         Acceptance in the form of Exhibit E hereto, together with any Note
         subject to such assignment and a processing and recordation fee of
         $3,500 payable by the applicable Lender or such Eligible Assignee so
         long as no Lease Event of Default shall have occurred and be continuing
         (and, in the case of a Lease Event of Default, such fee shall be
         payable by Lessee).

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, be released from
its obligations hereunder (and, in the case of an Assignment and Acceptance
covering all of the assigning Lender's rights and obligations hereunder, such
Lender shall cease to be a party thereto but shall continue to be entitled to
the benefits of Article V and Sections 7 and 10.8. Upon the consummation of any
assignment pursuant to this Section, the assignor, Administrative Agent and
Lessee shall make appropriate arrangements so that, if required, new Notes are
issued by Lessor (at the reasonable expense of Lessee) to the assignor and the
assignee. If the assignee is not incorporated under the laws of the United
States of America or a state thereof, it shall deliver to Lessee and
Administrative Agent certification as to exemption from deduction or withholding
of U.S. withholding Taxes in accordance with Section 7.4(d) hereof. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this subsection shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 6.3 hereof.



                                     - 39 -
<PAGE>


                  (ii) Administrative Agent shall maintain at its address
referred to in Section 10.2 a copy of each Assignment and Acceptance delivered
to and accepted as herein required and a register for the recordation of the
names and addresses of the Lenders and the Commitment of, and principal amount
of the Loans owing to each Lender from time to time (the "Register").The entries
in the Register shall be conclusive and binding for all purposes, absent
manifest error, and Lessee, Administrative Agent and the Lenders may treat each
Person whose name is recorded in the Register as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by Lessee or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

                  (iii) Upon its receipt of an Assignment and Acceptance
executed by the parties thereto and accepted by all other Persons whose
acceptance is required hereunder, together with any Note subject to such
assignment and payment of the processing fee, Administrative Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit E hereto, (x) accept such Assignment and Acceptance, (y) record
the information contained therein in the Register and (z) give prompt notice
thereof to the parties thereto. Upon surrender of such Note and other
instruments, Lessor shall execute and deliver one or more new Notes (as
requested by the holder thereof) in exchange therefor, of the same tenor,
tranche and in an aggregate principal amount equal to the Funded Amount of the
surrendered Note. Each such new Note shall be payable to such Person set forth
in the Assignment and Acceptance and shall be substantially in the respective
form specified Exhibit A or Exhibit B to the Loan Agreement, as the case may be.
Each such new Note shall be dated and bear interest from the date to which
interest shall have been paid on the surrendered Note or dated the date of the
surrendered Note if no interest shall have been paid thereon.

                  (iv) Any Lender may furnish any information concerning Lessee
or any of its Subsidiaries in the possession of such Lender from time to time to
Eligible Assignees and participants (including prospective Eligible Assignees
and participants and, to the extent such information constitutes Confidential
Information, so long as (x) such prospective Eligible Assignee and/or such
participant agrees in writing to maintain the confidentiality of any such
information on terms substantially similar to those of Section 10.9 as if it
were a Lender party hereto and (y) the Lessee or Lender receives copies of such
written agreement prior to the release of such information.

                  (v) If the consent of Lessee to an assignment or to an
Eligible Assignee is required hereunder (including a consent to an assignment
which does not meet the minimum assignment threshold specified in clause (x) of
the proviso to the first sentence of Section 6.1(a)(i)), Lessee shall be deemed
to have given its consent ten days after the date notice thereof has been
delivered to Lessee by the assigning Lender (through Administrative Agent)
unless such consent is expressly refused by Lessee prior to such tenth day.

              (b) By General Partner. The General Partner may assign all or
any portion of its General Partner Interest to (i) any Affiliate of General
Partner, (ii) a leasing company, bank, bank subsidiary or bank Affiliate,
insurance company or other institutional investor with a net worth or, in the
case of a bank or lending institution, combined capital and


                                     - 40 -
<PAGE>

surplus, on a consolidated basis at the time of transfer of at least
$15,000,000 determined in accordance with GAAP, or (iii) any other Person with
the prior written consent of the Limited Partner, Lenders and Administrative
Agent (which consents shall not be unreasonably withheld or delayed provided,
however, it shall be reasonable for Lessee to withhold consent if, among other
matters, any such assignee is a direct competitor of Lessee in the lottery and
gaming industries or to any entity to whom Lessee is restricted from entering
into transactions of the type contemplated by the Operative Documents pursuant
to any Applicable Law or any contract pursuant to which Lessee provides any
lottery products and/or services). Any Person listed in clause (ii) above shall
be deemed to have a satisfied such net worth or capital and surplus requirement
if the net worth or capital and surplus, as the case may be, of its parent at
the time of transfer is at least $15,000,000 as determined in accordance with
GAAP. Any permitted assignment hereunder shall be effective upon the delivery to
Administrative Agent and Limited Partner of written notice of the assignment.
Upon the effectiveness of any such assignment, the assignee shall become the
General Partner for all purposes of the Operative Documents and the assignor
shall be relieved of its obligations hereunder.

                  (c) Consents. No assignment shall be effective unless and
until any required consents have been obtained; provided, that to the extent any
consents to an assignment are required hereunder, such consents shall be deemed
to have been given if the party entitled to consent thereto does not object to
the proposed transferee within ten (10) days of its receipt of the notice of the
proposed assignment.

          SECTION 6.2 Participations. Any Lender may, without the consent of or
notice to Lessee to Administrative Agent, sell participations to one or more
Persons in all or a portion of its rights, obligations or rights and obligations
under this Agreement (including all or a portion of its Commitment or its
Loans); provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participant shall be entitled to the benefit of the provisions
contained in Sections 7.4 and 7.5 and (iv) Lessee shall continue to deal solely
and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce the obligations of Lessee relating to its Loans and
its Note and to approve any amendment, modification, or waiver of any provision
of this Agreement (other than amendments, modifications, or waivers reducing the
principal, interest, fees or other amounts payable to such participant,
postponing any scheduled date for the payment of money to such participant, or
releasing any Guarantor from its Guaranty). Notwithstanding the foregoing, a
participant shall not be entitled to receive any greater payment under Section
7.4 or 7.5 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with Lessee's prior written consent. A
participant organized under the laws of a jurisdiction outside the United States
shall not be entitled to the benefits of Section 7.4 unless Lessee is notified
of the participation sold to such participant and such participant agrees, for
the benefit of Lessee, to (x) provide evidence satisfactory to Lessee and
Administrative Agent that such Person is entitled to an exemption from, or
reduction of, U.S. withholding tax in accordance with Section 7.4(d) hereof, and
(y) if Lessee is required to pay additional



                                     - 41 -
<PAGE>

amounts to or for the account of any participant pursuant to Section 7.4 as
though it were a Lender, then such participant will agree to use reasonable
efforts to change the jurisdiction of its office by which its Loans are to be
made and maintained so as to eliminate or reduce any such additional payment
which may thereafter accrue if such change, in the judgment of such participant,
is not otherwise disadvantageous to such participant. Notwithstanding the
foregoing, no Lender shall sell any participation to a direct competitor of
Lessee in the lottery and gaming industries or to any entity to whom Lessee is
restricted from entering into transactions of the type contemplated by the
Operative Documents pursuant to any Applicable Law or any contract pursuant to
which Lessee provides any lottery products and/or services.

         SECTION 6.3 Pledges. Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time assign or pledge all or any portion
of its Loans and its Note to secure obligations of such Lender, including any
pledge or assignment to secure obligations of such Lender to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any Operating
Circular issued by such Federal Reserve Bank. No such assignment shall release
the assigning Lender from its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.

                                    SECTION 7
                                 INDEMNIFICATION

         SECTION 7.1 General Indemnification. Lessee agrees, whether or not any
of the transactions contemplated hereby shall be consummated, to assume
liability for, and to indemnify, protect, defend, save and hold harmless each
Indemnitee, on an After-Tax Basis, from and against, any and all Claims that
may be imposed on, incurred by or asserted, or threatened to be asserted,
against such Indemnitee (whether because of action or omission by such
Indemnitee or otherwise), whether or not such Indemnitee shall also be
indemnified as to any such Claim by any other Person and whether or not such
Claim arises or accrues prior to any Closing Date or after the Lease
Termination Date, in any way relating to or arising out of:

                  (a) the Transaction, any of the Operative Documents or any of
the transactions, agreements or instruments contemplated thereby including,
without limitation, the Related Transaction, and any amendment, modification or
waiver in respect thereof; or

                  (b) the Land, the Building or any part of the Leased Property
or interest therein;

                  (c) the purchase, design, construction, preparation,
installation, inspection, delivery, non-delivery, acceptance, rejection,
ownership, management, possession, operation, rental, lease, sublease,
repossession, maintenance, repair, alteration, modification, addition,
substitution, storage, transfer of title, redelivery, use, financing,
refinancing, disposition, operation, condition, sale (including, without
limitation, any sale pursuant to the Lease), return or other disposition of all
or any part of any interest in the Leased Property or the imposition of any Lien
(or incurring of any liability to refund or pay over any amount as a result of
any Lien) thereon or on any other collateral securing the Notes, including,
without


                                     - 42 -
<PAGE>


limitation: (1) Claims or penalties arising from any violation or alleged
violation of federal, state or local law or in tort (strict liability or
otherwise), (2) latent or other defects with respect to the Leased Property,
whether or not discoverable, (3) any Claim based upon a violation or alleged
violation of the terms of any restriction, easement, condition or covenant or
other matter affecting title to the Leased Property or any part thereof, (4) the
making of any Alterations in violation of any standards imposed by any insurance
policies required to be maintained by Lessee pursuant to the Lease which are in
effect at any time with respect to the Leased Property or any part thereof, (5)
any Claim for patent, trademark or copyright infringement, (6) Claims arising
from any public improvements with respect to the Leased Property resulting in
any charge or special assessments being levied against the Leased Property or
any Claim for utility "tap-in" fees, and (7) Claims for personal injury or real
or personal property damage occurring, or allegedly occurring, on the Land,
Building or Leased Property;

                  (d) the offer, issuance, sale or delivery of the Notes or the
Partnership Interests;

                  (e) the breach or alleged breach by Lessee of any
representation or warranty made by it or deemed made by it in any Operative
Document or any certificate required to be delivered by any Operative Document;

                  (f) the retaining or employment of any broker, finder or
financial advisor by Lessee to act on its behalf in connection with this
Participation Agreement, or the incurring of any fees or commissions to which
Lessor, General Partner, Administrative Agent or any Lender might be subjected
by virtue of their entering into the transactions contemplated by this
Participation Agreement;

                  (g) the existence of any Lien on or with respect to the Leased
Property, Basic Rent or Additional Rent, title thereto, or any interest therein,
including any Liens which arise out of the possession, use, occupancy,
construction, repair or rebuilding of the Leased Property or by reason of labor
or materials furnished or claimed to have been furnished to Lessee, or any of
its contractors or agents or by reason of the financing of any personalty or
equipment purchased or leased by Lessee or Alterations constructed by Lessee,
except as to the Person through whom the Lessor Lien arose, such Lessor Lien and
in all other cases the Liens listed as items (a) and (b) in the definition of
Permitted Liens;

                  (h) the transactions contemplated hereby or by any other
Operative Document, in respect of the application of Parts 4 and 5 of Subtitle B
of Title I of ERISA and any prohibited transaction described in Section 4975(c)
of the Code;

                  (i) any act or omission by Lessee under the Operative
Document; or

                  (j) any Breakage Costs.

provided, however, Lessee shall not be required to indemnify any Indemnitee
under this Section 7.1 for any of the following: (1) any Claim to the extent
that such Claim results from the willful misconduct or gross negligence of such
Indemnitee, (2) any Claim resulting from Lessor Liens which such Indemnitee is
responsible for discharging under the Operative

                                     - 43 -
<PAGE>


Documents, (3) without limiting the provisions of Section 7.2, any Claim related
to the Leased Property to the extent attributable to acts or events occurring
after the expiration of the Lease Term and the return of the Leased Property to
Lessor so long as the Lessor, Administrative Agent and the Funding Parties are
not exercising remedies against Lessee in respect of the Operative Documents,
and (4) any Claim resulting from the breach by any Indemnitee of any
representation or warranty made by it or deemed made by it in any Operative
Document and (5) any Claims to the extent already indemnified by Lessee under
Sections 7.4, 7.5 or 7.6 hereof. It is expressly understood and agreed that the
indemnity provided for herein shall survive the expiration or termination of,
and shall be separate and independent from any other remedy under this
Participation Agreement, the Lease or any other Operative Document.

        SECTION 7.2 Environmental Indemnity. In addition to and without
limitation of Section 7.1, Lessee agrees to indemnify, hold harmless and defend
each Indemnitee from and against any and all Claims (including without
limitation third party claims for personal injury or real or personal property
damage), losses (including but not limited to any loss of value of the Leased
Property), damages, liabilities, fines, penalties, charges, suits, settlements,
demands, administrative and judicial proceedings (including informal
proceedings) and orders, judgments, remedial action, requirements, enforcement
actions of any kind, and all reasonable costs and expenses incurred in
connection therewith (including, but not limited to, reasonable attorneys'
and/or paralegals' fees and expenses), including, but not limited to, all costs
incurred in connection with any investigation or monitoring of site conditions
or any clean-up, remedial, removal or restoration work by any federal, state or
local government agency, arising directly or indirectly, in whole or in part,
out of

                  (i) the presence on or under the Land of any Hazardous
Materials, or any releases or discharges of any Hazardous Materials on, under,
from or onto the Land,

                  (ii) any activity, including, without limitation,
construction, carried on or undertaken on or off the Land, and whether by a
Lessee or any predecessor in title or any employees, agents, contractors or
subcontractors of a Lessee, or any predecessor in title, or any other Persons,
in connection with the handling, treatment, removal, storage, decontamination,
clean-up, transport or disposal of any Hazardous Materials that at any time are
located or present on or under or that at any time migrate, flow, percolate,
diffuse or in any way move onto or under the Land,

                  (iii) loss of or damage to any property or the environment
(including, without limitation, clean-up costs, response costs, remediation and
removal costs, cost of corrective action, costs of financial assurance, fines
and penalties and natural resource damages), or death or injury to any Person,
and all expenses associated with the protection of wildlife, aquatic species,
vegetation, flora and fauna, and any mitigative action required by or under
Environmental Laws,

                  (iv) any claim concerning lack of compliance with
Environmental Laws, or any act or omission causing an environmental condition
that requires remediation or would allow any Governmental Authority to record a
Lien on the land records, or


                                     - 44 -
<PAGE>


                  (v) any residual contamination on or under the Land, or
affecting any natural resources, or any contamination of any property or natural
resources arising in connection with the generation, use, handling, storage,
transport or disposal of any such Hazardous Materials; in each case irrespective
of whether any of such activities were or will be undertaken in accordance
with applicable Environmental Laws; in any case with respect to the matters
described in the foregoing clauses (i) through (v) that arise or occur

                  (w) prior to or during the Lease Term,

                  (x) at any time during which a Lessee or any Affiliate thereof
owns any interest in or otherwise occupies or possesses the Leased Property or
any portion thereof, or

                  (y) during any period after and during the continuance of any
Lease Event of Default;

provided, however, Lessee shall not be required to indemnify any Indemnitee
under this Section 7.2 for (1) any Claim to the extent that such Claim results
from the willful misconduct or gross negligence of such Indemnitee, (2) any
Claim to the extent attributable to acts or events occurring after the
expiration of the Lease Term and the return of the Leased Property to Lessor or
sale to a third party of the Leased Property pursuant to the Lease and (3) any
Claims to the extent already indemnified by Lessee under Sections 7.1, 7.5 or
7.6 hereof. It is expressly understood and agreed that the indemnity provided
for herein shall survive the expiration or termination of and shall be separate
and independent from any other remedy under this Participation Agreement, the
Lease or any other Operative Document.

          SECTION 7.3 Proceedings In Respect Of Claims. With respect to any
amount that Lessee is requested by an Indemnitee to pay by reason of Section 7.1
or 7.2, such Indemnitee shall, if so requested by Lessee and prior to any
payment, submit such additional information to Lessee as Lessee may reasonably
request and which is in the possession of such Indemnitee to substantiate
properly the requested payment. In case any action, suit or proceeding shall be
brought against any Indemnitee, such Indemnitee shall notify Lessee of the
commencement thereof, and Lessee shall be entitled, at its expense, to
participate in, and, to the extent that Lessee desires to, assume and control
the defense thereof with counsel reasonably satisfactory to such Indemnitee;
provided, however, that such Indemnitee may pursue a motion to dismiss such
Indemnitee from such action, suit or proceeding with counsel of such
Indemnitee's choice at Lessee's reasonable expense; and provided further that
Lessee may assume and control the defense of such proceeding only if Lessee
shall have acknowledged in writing its obligations to fully indemnify such
Indemnitee in respect of such action, suit or proceeding, Lessee shall pay all
reasonable costs and expenses related to such action, suit or proceeding as and
when incurred and Lessee shall keep such Indemnitee fully apprised of the status
of such action, suit or proceeding and shall provide such Indemnitee with all
information with respect to such action, suit or proceeding as such Indemnitee
shall reasonably request; and, provided further, that Lessee shall not be
entitled to assume and control the defense of any such action, suit or
proceeding if and to the extent that, (A) in the reasonable opinion of such
Indemnitee, (x) such action, suit or proceeding involves any possibility of
imposition of criminal liability or any material risk of material civil
liability on


                                     - 45 -
<PAGE>

such Indemnitee or (y) such action, suit or proceeding will involve a material
risk of the sale, forfeiture or loss of, or the creation of any Lien (other than
a Permitted Lien) on the Leased Property or any part thereof unless in the case
of civil liability or a Lien, Lessee shall have posted a bond or other security
satisfactory to the relevant Indemnitees in respect to such risk or (z) the
control of such action, suit or proceeding would involve an actual or potential
conflict of interest, (B) such proceeding involves Claims not fully indemnified
by Lessee which Lessee and the Indemnitee have been unable to sever from the
indemnified claim(s), or (C) a Lease Event of Default has occurred and is
continuing. The Indemnitee may participate in a reasonable manner at its own
expense and with its own counsel in any proceeding conducted by a Lessee in
accordance with the foregoing.

        If Lessee fails to fulfill the conditions to Lessee's assuming the
defense of any claim on or prior to the date that is ten (10) days prior to the
date that an answer or response is required, the Indemnitee may undertake such
defense, at Lessee's reasonable expense.

        Lessee shall not enter into any settlement or other compromise with
respect to any Claim which is entitled to be indemnified under Section 7.1 or
7.2 without the prior written consent of the related Indemnitee, which consent
shall not be unreasonably withheld. Each Indemnitee shall, at the expense of
Lessee, reasonably cooperate with and supply Lessee with such information and
documents reasonably requested by Lessee as are necessary or advisable for
Lessee to participate in any Claim to the extent permitted by Sections 7.1 or
7.2, provided, however, that the failure of such Indemnitee to comply with the
foregoing obligations shall not relieve Lessee of or diminish any of its
indemnification obligations hereunder. Unless a Lease Event of Default shall
have occurred and be continuing, no Indemnitee shall enter into any settlement
or other compromise with respect to any claim which is entitled to be
indemnified under Section 7.1 or 7.2 without the prior written consent of
Lessee, which consent shall not be unreasonably withheld, unless such
Indemnitee waives its right to be indemnified under Section 7.1 or 7.2 with
respect to such Claim.

         Upon payment in full of any Claim by Lessee pursuant to Section 7.1 or
7.2 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), 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 reasonably necessary
to preserve any such claims and otherwise cooperate with Lessee and give such
further assurances as are reasonably necessary or advisable to enable Lessee
vigorously to pursue such claims.

         Any amount payable to an Indemnitee pursuant to Section 7.1 or 7.2
shall be paid to such Indemnitee promptly upon, but in no event later than
thirty (30) days after, receipt of a written demand therefor from such
Indemnitee, accompanied by a written statement describing in reasonable detail
the basis for such indemnity and the computation of the amount so payable and
such computation shall be deemed acceptable absent manifest error.

         SECTION 7.4 General Tax Indemnity; Taxes.




                                     - 46 -
<PAGE>

                  (a) Lessee agrees to assume liability for, pay or cause to be
paid, indemnify and save each Indemnitee, on an After Tax Basis, harmless from
and against any and all Taxes, excluding Excluded Taxes, which may be, or be
determined to be, payable in connection with:

                  (i) the Leased Property or any part thereof or item included
or attached therein or the receipts, earnings, gains or revenues arising
therefrom or from any application or disposition thereof or any item thereof or
interest therein;

                  (ii) the construction, acquisition, purchase, financing,
mortgaging, ownership, acceptance, rejection, delivery, leasing, subleasing,
insuring, inspection, registration, assembly, abandonment, preparation,
installment, possession, use, operation, return, presence, storage, repair,
transfer of title, modification, rebuilding, imposition of any lien, sale or
other disposition of the Leased Property or any part of any thereof or item
attached thereto or interest in any therein;

                  (iii) the payment of Basic Rent, Additional Rent and other
sums payable under the Operative Documents, the rentals, receipts or earnings
arising from the purchase, financing, ownership, delivery, leasing, possession,
use, operation, return, storage, transfer of title, sale or other disposition of
the Leased Property or any part of any thereof or item attached thereto or
interest in any therein;

                  (iv) the Operative Documents, and any other documents or
agreements executed and delivered in connection with the purchase, leasing, sale
or other disposition of the Leased Properties or any part of any thereof or item
attached thereto or interest in any therein; or

                  (v) otherwise in connection with the Transaction.

                  (b) Payments

                  (i) Subject to the terms hereof, Lessee shall pay or cause to
be paid all Taxes directly to the taxing authorities where feasible and
otherwise to the Indemnitees, as appropriate, and Lessee shall at its own
expense, upon such Indemnitee's reasonable request, furnish to such Indemnitee
copies of official receipts or other satisfactory proof evidencing such payment.

                  (ii) Taxes imposed with respect to the Leased Property for a
billing period during which the Lease expires or terminates (unless the Leased
Property has been sold under Section 14 of the Lease) shall be adjusted and
prorated on a daily basis between Lessee and Lessor, whether or not such Tax is
imposed before or after such expiration or termination and each party shall pay
or reimburse the other for each party's pro rata share thereof.

                  (c) Contests. If a written claim for payment is made by any
taxing authority against an Indemnitee for any Taxes with respect to which
Lessee may be liable for indemnity pursuant to this Section 7.4 (a "Tax Claim"),
such Indemnitee shall give Lessee written notice of such Tax Claim promptly
after its receipt, and shall furnish Lessee with

                                     - 47 -
<PAGE>

copies of such Tax Claim and all other writings received from the taxing
authority to the extent relating to such claim. The Indemnitee shall not pay
such Tax Claim until at least thirty (30) days after providing Lessee with such
written notice, unless required to do so by law or regulation. Subject to the
conditions set forth in the following paragraph, Lessee shall be entitled to
contest (acting through counsel selected by Lessee and reasonably acceptable to
the Indemnitee), and control the contest of, any Tax Claim if (i) the contest of
the Tax Claim may be pursued in the name of Lessee; (ii) the contest of the Tax
Claim must be pursued in the name of the Indemnitee but can be pursued
independently from any other proceeding involving a tax liability of such
Indemnitee for which Lessee is not responsible or (iii) the Indemnitee requests
that Lessee control such contest. In the case of all other Tax Claims, subject
to the conditions set forth in the following paragraph, the Indemnitee shall
contest the Tax Claim if Lessee shall request that the Tax be contested, and the
following rules shall apply with respect to such contest:

                  (1) the Indemnitee shall control the contest of such Tax Claim
in good faith taking into account any and all tax consequences to the
Indemnitee, including, without limitation, those associated with a
recharacterization of the transaction contemplated by the Operative Documents by
any taxing authority (acting through counsel selected by the Indemnitee and
reasonably acceptable to Lessee), and

                  (2) the Indemnitee shall not otherwise settle, compromise or
abandon such contest without Lessee's prior written consent except as provided
in the concluding paragraph to this Section 7.4(b).

         In either case, the party conducting such contest shall consult with
and keep reasonably informed the other party and its designated counsel with
respect to such Tax Claim, shall provide the other party with copies of any
reports or claims issued by the relevant auditing agents or taxing authority as
well as related portions of tax returns, and shall consider and consult in good
faith with the other party regarding any request, including but not limited to
requests (a) to resist payment of Taxes if practical and (b) not to pay such
Taxes except under protest if protest is necessary and proper (but the decisions
regarding what actions are to be taken shall be made by the controlling party in
its sole judgment).

         Notwithstanding the foregoing, no contest with respect to a Tax Claim
shall be required or permitted and Lessee shall be required to pay the
applicable Taxes without contest, unless:

                  (1) within thirty (30) days after notice by the Indemnitee to
Lessee of such Tax Claim, Lessee shall request in writing to the Indemnitee that
such Tax Claim be contested; provided that if a shorter period is required for
taking action with respect to such Tax Claim and the Indemnitee notifies Lessee
of such requirement, Lessee shall use reasonable efforts to request such contest
within such shorter period,

                  (2) no Event of Default has occurred and is continuing,

                  (3) there is no risk of sale, forfeiture or loss of, or the
creation of a Lien on Lessee's interest in the Leased Property as a result of
such Tax Claim


                                     - 48 -
<PAGE>


(other than a Permitted Lien); provided that this clause (3) shall not apply if
Lessee posts security satisfactory to the Indemnitee in its sole discretion, or
the Tax is fully paid in either manner specified in clause (5) below,

                  (4) there is no risk of imposition of any criminal penalties,

                  (5) if such contest involves payment of such Tax, Lessee shall
either advance to the Indemnitee on an interest-free basis, and with no
after-tax cost to such Indemnitee, the amount of the Tax (a "Tax Advance") or
pay such Indemnitee the amount payable by Lessee pursuant to this Section 7.4
with respect to such Tax,

                  (6) Lessee agrees to pay (and pay on demand) and with no
after-tax cost to such Indemnitee, al1 reasonable costs, losses and expenses
incurred by the Indemnitee in connection with the contest of such claim
(including all reasonable legal, accounting and investigatory fees and
disbursements),

                  (7) the Indemnitee has been provided at Lessee's sole expense
with an opinion, reasonably acceptable to such Indemnitee, of independent tax
counsel of recognized standing selected by Lessee and reasonably acceptable to
the Indemnitee to the effect that there is a reasonable basis for contesting
such Tax Claim,

                  (8) the amount of Taxes in controversy, taking into account
the amount of all similar and logically related Taxes with respect to the
transactions contemplated by the Operative Documents that could be raised in any
other year (including any future year) not barred by the statute of limitations,
exceeds $150,000,

                  (9) Lessee shall acknowledge in writing their liability to
indemnify the Indemnitee hereunder in respect of such claim if the contest is
not successful, provided that if the Indemnitee was in control of such contest,
such acknowledgment of liability shall not be binding if the contest is resolved
on a clearly articulated basis that establishes that Lessee would not have been
required to indemnify the Indemnitee in the absence of such acknowledgment, and

                  (10) in the case of a judicial appeal, no appeal to the U.S.
Supreme Court shall be required of the Indemnitee or shall be permitted by
Lessee.

         Notwithstanding anything to the contrary contained in this Section 7.4,
the Indemnitee at any time may elect to decline to take any action or any
further action with respect to a Tax Claim and may in its sole discretion settle
or compromise any contest with respect to such Tax Claim without Lessee's
consent if the Indemnitee:

                  (1) waives its right to any indemnity payment by Lessee
pursuant to this Section 7.4 in respect of such Tax Claim (and any other claim
for Taxes with respect to any other taxable year and/or with respect to any
other claim, the contest of which is effectively precluded by the Indemnitee's
declination to take action with respect to the Tax Claim), and



                                     - 49 -
<PAGE>

                  (2) promptly repays to Lessee any Tax Advance and any amount
paid to such Indemnitee under this Section 7.4 in respect of such Taxes, but not
any costs or expenses with respect to any such contest.

         Except as provided in the preceding sentence, any such waiver shall be
without prejudice to the rights of the Indemnitee with respect to any other Tax
Claim.

                  (d) Reports. In the case of any report, return or statement
required to be filed with respect to any Taxes that are subject to
indemnification under this Section 7.4 and of which Lessee has knowledge,
Lessee, as the case may be, shall promptly notify such Indemnitee of such
requirement and, at the expense of Lessee and Lessee (i) if Lessee, as the case
may be, is permitted (unless otherwise requested by such Indemnitee) by
Applicable Law, timely file such report, return or statement in its own name or
(ii) if such report, return or statement is required to be in the name of or
filed by such Indemnitee or such Indemnitee otherwise requests such report,
return or such statement for filing by such Indemnitee in such manner as shall
be satisfactory to such Indemnitee and send the same to such Indemnitee for
filing no later than fifteen (15) days prior to the due date therefor. In any
case in which such Indemnitee will file any such report, return or statement,
Lessee shall, upon written request of such Indemnitee, provide such Indemnitee
with such information as is reasonably necessary to allow such Indemnitee to
file such report, return or statement. Such Indemnitee shall, upon the Lessee's
request and at the Lessee's expense, provide any data maintained by such
Indemnitee (and not otherwise available to or within the control of the Lessee)
with respect to the Property which the Lessee may reasonably require to prepare
any required tax returns or reports. Each Indemnitee agrees to use its
reasonable efforts to send to the Lessee a copy of any written request or other
notice that the Indemnitee receives with respect to any reports or returns
required to be filed with respect to the Property or the transactions
contemplated by the Operative Documents, it being understood that no Indemnitee
shall have any liability for failure to provide such copies provided, however,
that the failure of such Indemnitee to comply with the foregoing obligations
shall not relieve Lessee of or diminish any of its indemnification obligations
hereunder.

                  (e) Forms. If any Indemnitee is not created or organized under
the laws of the United States or any state or political subdivision thereof,
such Indemnitee will furnish to Administrative Agent Internal Revenue Service
Form W-8 BEN or Form W-8 ECI or any subsequent versions of such forms or
successors thereto as evidence of such Indemnitee's complete exemption from the
withholding of U.S. federal income tax with respect to indebtedness of Lessee
for federal income tax purposes. Such forms shall be delivered by such
Indemnitee (i) on or before the date such Indemnitee becomes a party to any of
the Operative Documents and promptly before the expiration, obsolescence or
invalidity of any form previously delivered by such Indemnitee and (ii) before
or promptly after the occurrence of any event requiring a change in the most
recent form previously delivered by it to Lessee pursuant to this Section 7.4,
unless, in the case of either clause (i) or (ii), as a result of the adoption of
or a change in applicable law, regulation or, in each case, the interpretation
or administration thereof by any Governmental Authority charged with the
interpretation or administration thereof (whether or not having the force of
law) (including any statute, treaty, ruling or regulation by a governmental,
judicial or taxing authority), such Indemnitee is not entitled to provide such a
form. Administrative Agent and Lessee shall be entitled to rely on



                                     - 50 -
<PAGE>


such forms in its possession until receipt of any revised or successor form
pursuant to the preceding sentence.

                  (f) Limitation on Tax Indemnification.

         With respect to any transferee of any Lender (including a transfer
resulting from any change in the designation of the lending office of a Lender),
the transferee shall not be entitled to any greater payment or indemnification
under this Section 7.4 than the transferor would have been entitled to

         SECTION 7.5 Increased Costs, Etc.

                  (a) Alternate Rate. Notwithstanding any other provisions
herein, if any requirement of law, regulation, order or decree or any change
therein or in the interpretation or application thereof shall make it unlawful
for the Funding Parties to make or maintain or supply funds for Funded Amounts
available at a rate based on the LIBOR Rate as contemplated by the Operative
Documents, the Commitments of the Funding Parties hereunder and under the other
Operative Documents to make Funded Amounts at a rate based on the LIBOR Rate
shall forthwith be canceled and the Funded Amounts then outstanding, if any,
shall, if and when required by such law, be converted automatically to bear
interest at a rate reasonably comparable to the applicable LIBOR Rate plus the
Applicable Spread or, if such rate is not available, at the Alternative Rate. If
any such conversion of the interest or Return rate applicable to the Funded
Amounts is made on a day which is not the end of an Interest Period, Lessee
shall pay, on such conversion date, on a pro rata basis, to each Funding Party
interest or Return, as applicable, at the related LIBOR Rate, plus the
Applicable Spread or other applicable amount pursuant hereto on the affected
Funded Amounts to the date of such automatic conversion and, upon the request of
any Funding Party, shall pay to such Funding Party such other amount or amounts
as may be necessary to compensate such Funding Party for any loss or expense
which such Funding Party deems to be material as reasonably determined by such
Funding Party and which has been sustained or incurred by such Funding Party in
respect of such Funded Amounts as a result of such conversion. A certificate as
to any additional amounts payable pursuant to the foregoing sentence submitted
by a Funding Party to Lessee shall be conclusive absent manifest error. As soon
as practicable, any Funding Party shall notify Lessee of any event of which it
has knowledge occurring after the date of this Participation Agreement, which
will cause or is likely to cause a conversion of the interest or Return rate
applicable to Funded Amounts pursuant to this Section 7.5, and such Funding
Party shall designate a different funding office or take such other action to
avoid the need for, or to reduce the amount of compensation related to, such
conversion of the interest or Return rate applicable to Funded Amounts which
would not, in the sole opinion of such Funding Party, be otherwise
disadvantageous to such Funding Party.

                  (b) Regulatory Changes. If any Regulatory Change occurring
after the date hereof:

                  (i) shall subject any Lender to any tax, duty or other charge
with respect to any Note (or its participation therein), or any of its
obligations or right to acquire




                                     - 51 -
<PAGE>

or hold any Note or to provide funding, liquidity, credit or asset purchase
support to a commercial paper conduit in respect of any of the foregoing (or
with respect to its participation in any of the foregoing), or shall change the
basis of taxation of payments to a Lender of the principal or interest on any
Note (or its participation in any of the foregoing) or any other amounts due
hereunder or its obligations or rights, if any, to acquire or participate in any
Note (except for changes in the rate of tax on or determined by reference to the
overall net income of such Lender or franchise tax based on capital or net
income of such Lender imposed by the United States of America or any state); or

                  (ii) shall impose upon any Lender, modify or deem applicable
any reserve, special deposit or similar requirement against assets of any
Lender, deposits or obligations with or for the account of any Lender or with or
for the account of any Affiliate (or entity deemed by the Federal Reserve Board
to be an Affiliate) of such Lender, or credit extended by such Lender; or

                  (iii) shall change the amount of capital maintained or
required or requested or directed to be maintained by any Lender; or

                  (iv) shall impose any other condition affecting any Note (or
its participation therein) or any of its obligations or right to acquire or hold
any Note or to provide funding, liquidity, credit or asset purchase support to a
commercial paper conduit or Lender in respect of any of the foregoing (or with
respect to its participation in any of the foregoing);

and the result of any of the foregoing is or would be

                  (I) to increase the cost to (or impose a cost on) (x) a Lender
         funding or acquiring or holding any Note, or loans or other extensions
         of credit under any funding agreement pursuant to which such Lender has
         obtained funds to make such funding or to acquire or hold such Note
         (such agreement called a "Covered Document") or any obligation or
         commitment of such Lender with respect to any of the foregoing, or (y)
         a Lender for continuing its relationship with its respective commercial
         paper conduit,

                  (II) to reduce the amount of any sum received or receivable by
         a Lender as successor in interest to a commercial paper conduit as a
         Lender under this Participation Agreement, or under any Covered
         Document (or its participation in any of the foregoing), or

                  (III) to reduce the rate of return on the capital of such
         Lender as a consequence of its obligations under the Covered Documents
         (or its participation therein) to a level below that which such Lender
         could otherwise have achieved,

in each such case by an amount reasonably deemed by such Lender to be material,
then prior to the next scheduled Scheduled Payment Date, and in any case within
30 days after demand by such Lender (which demand shall be accompanied by a
statement setting forth in reasonable detail the basis of such demand), then
Lessee shall pay directly to such Lender



                                     - 52 -
<PAGE>


such additional amount or amounts as will compensate such Lender for such
additional or increased cost (net of any savings) or such reduction (the "Yield
Protection Amount").

In determining any amount provided for or referred to in this Section 7.5(b), a
Lender may use any reasonable averaging and attribution method that it (in its
sole discretion) shall deem applicable. Any Lender when making a claim under
this Section 7.5(b) shall submit to Lessee a statement as to such increased cost
or reduced return (including calculation thereof in reasonable detail), which
statement shall, in the absence of error, be conclusive and binding upon Lessee.
No Lender shall be entitled to recover any-Yield Protection Amount under this
Section 7.5(b), incurred or accrued more than 95 days prior to the notice
described in this Section 7.5(b), unless the Regulatory Change giving rise to
such Yield Protection Amount is retroactive in its application to said Lender.


                  (c) Compliance with Laws. If any Funding Party shall have
determined that compliance by such Funding Party with any applicable law,
governmental rule, regulation or order regarding capital adequacy of banks or
bank holding companies, or any interpretation or administration thereof by any
Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Funding Party
with any request or directive regarding capital adequacy (whether or not having
the force of law and whether or not failure to comply therewith would be
unlawful) of any such authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on such Funding Party's capital
as a consequence of such Funding Party's obligations hereunder to a level below
that which such Funding Party could have achieved but for such compliance
(taking into consideration such Funding Party's policies with respect to capital
adequacy immediately before such compliance and assuming that such Funding
Party's capital was fully utilized prior to such compliance) by an amount deemed
by such Funding Party to be material, then, within thirty (30) days after demand
on Lessee, Lessee shall pay, on a pro rata basis, to such Funding Party as are
so affected such additional amounts as shall be sufficient to compensate such
Funding Parties for such reduced return. A certificate of an officer of any such
Funding Party setting forth the amount to be paid to it and the basis for
computation thereof hereunder shall, in the absence of manifest error, be
conclusive. In determining such amount, such Funding Party may use any
reasonable averaging and attribution methods.

                  (d) Calculation of Amounts Owed. If a Funding Party becomes
entitled to claim any additional amounts pursuant to this Section 7.5, it shall
promptly notify Lessee thereof. A certificate as to any additional amounts
payable pursuant to the foregoing submitted by a Funding Party to Lessee shall
be conclusive absent manifest error. For purposes of the application of this
Section 7.5, and in calculating the amount necessary to compensate such Funding
Party for any imposition of or increase in capital requirements, such Funding
Party shall determine the applicability of this provision and calculate the
amount payable to it hereunder in a manner consistent with the manner in which
it shall apply and calculate similar compensation payable to it by other
borrowers having provisions in their Loan Agreements comparable to this Section.

                  (e) Reserve Requirements. If any Funding Party shall, at any
time, incur costs associated with reserve requirements pursuant to Regulation D
in connection with the


                                     - 53 -
<PAGE>


making or maintenance of any Funded Amount, then Lessee shall immediately pay,
on a pro rata basis, such costs to such Funding Party in accordance with Section
7.5(d).

                  (f) Failure to Accept Funded Amounts. Lessee shall indemnify
each Funding Party against any loss, funding cost, expense or loss of earnings,
which such Funding Party may, as a consequence of Lessee's failure to accept
Funded Amounts requested by a Lessee at any time, failure to make a payment on
the due date thereof or the payment, prepayment or conversion of any Funded
Amounts (including pursuant to Article XIV of the Lease) subject to LIBOR Rate
options hereunder on a-day other than a Scheduled Payment Date, sustain or incur
in liquidating or employing deposits from third parties acquired to effect, fund
or maintain such or any part thereof. If a Funding Party becomes entitled to
claim any additional amounts pursuant to this Section, it shall promptly notify
Administrative Agent, which shall promptly notify each Lender and Lessee
thereof.

          SECTION 7.6 End of Term Indemnity.

                  (a) If Lessee is subject to the Remarketing Obligation and
there would, after giving effect to the proposed sale of the Leased Property, be
a Shortfall Amount (as hereinafter defined), then prior to the Lease Termination
Date and as a condition to Lessees' right to complete the remarketing of the
Leased Property pursuant to Section 14.1 of the Lease, Lessee shall cause to be
delivered to Administrative Agent and the Lessor at least sixty (60) days prior
to the Lease Termination Date, at Lessee's sole cost and expense, a report from
an appraiser in form and substance satisfactory to the Lessor, Administrative
Agent and the Lenders (the "End of the Term Report") which shall state the
appraiser's conclusions as to the reason for any decline in the Fair Market
Sales Value of the Leased Property from the Lease Balance with respect thereto.

                  (b) On or prior to the Lease Termination Date, Lessee shall
pay to Administrative Agent for the account of each of the Lenders and Lessor an
amount equal to the portion of any Shortfall Amount that the End of the Term
Report demonstrates was the result of a decline in the Fair Market Sales Value
of the Leased Property due to:

                  (i) extraordinary use; failure to maintain, repair, restore,
rebuild or replace; failure to comply with all Applicable Laws; failure to use;
workmanship; method of installation or removal or maintenance, repair,
rebuilding or replacement (excepting in each case ordinary wear and tear and
except as otherwise provided in the Lease), or

                  (ii) any Alteration made to, or any restoration or rebuilding
of, the Leased Property or any part thereof by Lessee, or any sublessee, whether
or not permitted pursuant to the Operative Documents, or

                  (iii) contamination at the Leased Property resulting from any
Hazardous Materials or Release whether or not such condition existed on the
Closing Date therefor, or

                  (iv) any Condemnation of any portion of the Leased Property
pursuant to Article X of the Lease, or


                                     - 54 -
<PAGE>

                  (v) any use of the Leased Property or any part thereof by
Lessee other than for its intended purposes, or

                  (vi) the failure of Lessor to have good and marketable title
to the Leased Property free and clear of all Liens (other than Lessor Liens), or

                  (vii) the existence of any sublease relating to the Leased
Property that shall survive the Lease Termination Date.

         For purposes of this Section 7.6, "Shortfall Amount" means an amount
equal to (i) the Lease Balance, minus (ii) the Maximum Lessee Risk Amount minus
(iii) the highest, binding, written, unconditional, irrevocable cash offer to
purchase such Property obtained by Lessee pursuant to Section 14.1 of the Lease;
provided, however, that if the sale of the Leased Property to the Person or
Persons submitting such offer or offers is not consummated on or prior to the
Lease Termination Date, then the term "Shortfall Amount" shall mean an amount
equal to (i) the Lease Balance, minus (ii) the Maximum Lessor Risk Amount.

                                    SECTION 8
            COLLECTION AND ALLOCATION OF PAYMENTS AND OTHER AMOUNTS.

         SECTION 8.1 Collection and Application Generally. Pursuant to the
Operative Documents, Lessee has agreed to pay to Administrative Agent any and
all Rent and any and all other amounts of any kind or type under any of the
Operative Documents due and owing or payable from Lessee to any Person, except
for Excluded Payments and except for those payments which are expressly
contemplated by the Operative Documents to be paid by Lessee to a third party
each of which, Lessee shall pay to each Person entitled thereto. Promptly after
receipt of any amounts received from Lessee and all other payments, receipts and
other consideration of any kind whatsoever received by Administrative Agent
pursuant to the Participation Agreement or otherwise received by Administrative
Agent, any Lender, General Partner or Lessor in connection with the Leased
Property, the Participation Agreement or any of the other Operative Documents,
Administrative Agent shall apply and allocate such amounts in accordance with
the terms of this Section 8. Ratable distributions among the Funding Parties
under this Section 8 shall be made based on (in the case of the Lenders) the
ratio of the outstanding Loans to the aggregate Lease Balance and (in the case
of General Partner) the ratio of the outstanding Capital Contribution to the
aggregate Lease Balance.

         SECTION 8.2 Allocation of Payments. All payments and other amounts
received by Administrative Agent from time to time pursuant to the Lease or the
other Operative Documents, shall be applied and allocated, as follows (subject
in all cases to Sections 8.3 and 8.4):

                  (a) Basic Rent. Subject to Sections 8.2(c), any such payment
or amount identified as or deemed to be Basic Rent shall be applied and
allocated by Administrative Agent, as follows:

                  first, to the Lenders, pro rata, for application and
allocation to the payment of interest on the Tranche A Loans and the Tranche B
Loans which is due and payable on such


                                     - 55 -
<PAGE>


 date, which, in the absence of the occurrence and continuance of an Event of
 Default, shall not include the Accreted Amounts with respect to such date,

                  second, to General Partner for application and allocation to
the payment of accrued Return which is due and payable on such date,

                  (b) Maximum Lessee Risk Amount, Net Sales Proceeds, Etc. If on
any date Administrative Agent or Lessor shall receive any amount in respect of
(i) Lessee's Remarketing Obligation or the Surrender Obligation, including,
without limitation, any such payment identified as a payment of the Maximum
Lessee Risk Amount, (ii) Net Sales Proceeds, or (iii) proceeds from payments by
Lessor in connection with the purchase by Lessee of the General Partner Interest
on the Lease Termination Date pursuant to the Partnership Agreement then in each
case, the Lessor shall be required to pay any such amount received by it or
payable by it under clause (iii) to Administrative Agent and Administrative
Agent shall apply and allocate such amount received, as follows:

                  first, to any expenses or fees reasonably incurred by
Administrative Agent, Lenders and the General Partner in connection therewith
including, without limitation, Breakage Costs, if any, as applicable,

                  second, to any accrued and unpaid Facility Fee or annual
administrative fee payable hereunder,

                  third, ratably to the payment of the principal and interest
balance of the Tranche A Loans then outstanding,

                  fourth, ratably to the payment of the principal and interest
balance of the Tranche B Loans then outstanding,

                  fifth, to the payment of the Capital Contribution plus all
outstanding Return with respect to such Capital Contribution,

                  sixth, to the payment of any other amounts owing to the
Lenders, the Lessor, Administrative Agent and General Partner hereunder or under
any of the other Operative Documents, including any unpaid indemnity amounts, on
a pari passu basis, and

                  seventh, to the extent moneys remain after application and
allocation pursuant to clauses first through sixth above, to Lessor or such
other Persons as Lessor may designate.

                  (c) Payments Following Exercise of Remedies. An amount equal
to any amount payable upon any exercise of remedies after the occurrence and
continuance of an Event of Default (including, without limitation, any payment
identified as proceeds of the sale or other liquidation (or lease) upon the
exercise of remedies under the Mortgage of the Leased Property) shall be applied
and allocated by Administrative Agent, as follows:

                  first, to any reasonable expenses of enforcement and the
reasonable fees and expenses of Administrative Agent, Lenders and the General
Partner, following and during the continuance of such Event of Default,


                                     - 56 -
<PAGE>


                  second, to any accrued and unpaid Facility Fee or annual
administrative fee payable hereunder,

                  third, ratably to the payment of the principal and interest
balance of the Tranche A Loans then outstanding,

                  fourth, ratably to the payment of the principal and interest
balance of the Tranche B Loans then outstanding,

                  fifth, to the payment of the Capital Contribution plus all
outstanding Return with respect to such Capital Contribution,

                  sixth, to the payment, on a pari passu basis, of any other
amounts owing to the Lenders, the Lessor and General Partner hereunder or under
any of the other Operative Documents, including without limitation, any unpaid
indemnity amounts, and

                  seventh, to Lessor for application and allocation to any and
all other amounts owing to Lessor or General Partner under the Operative
Documents, as General Partner shall determine.

                  (d) Insurance Proceeds, Condemnation Award. Subject to Section
8.2(c), on any date Administrative Agent or Lessor shall receive any insurance
proceeds or condemnation Awards in connection with any Casualty or Condemnation
pursuant to the Lease with respect to which no purchase of the Leased Property
is to be made by Lessee (excluding any payments in respect thereof which are
payable to Lessor in accordance with the Lease), such amounts shall be applied
by Administrative Agent in accordance with the Lease. Any amounts received by
Administrative Agent in respect of(i) any Event of Loss or Event of Taking
pursuant to the Lease with respect to which the Leased Property is to be
purchased by Lessee or (ii) any amounts from the purchase of Leased Property by
Lessee, shall be applied by Administrative Agent (1) if no Event of Default
hereunder has occurred in accordance with Section 8.2(b), and (2) if an Event of
Default has occurred, in accordance with Sections 8.2(c).

                  (e) Additional Rent. An amount equal to any such payment
identified as Additional Rent (or analogous amount, liability or obligation
under any other Operative Document) shall be paid to the Person in respect of
which such Additional Rent was due, or failing an allocation, shall be applied
and allocated by Administrative Agent to the payment of any amounts then owing
to the Lenders, Lessor, General Partner and the other parties to the Operative
Documents (or any of them) (other than any such amounts payable pursuant to the
preceding provisions of this Section 8.2) in accordance with the provisions of
the Operative Documents; provided, however, that Additional Rent received upon
the exercise of remedies after the occurrence and continuance of an Event of
Default in lieu of or in substitution of the Maximum Lessee Risk Amount or as a
partial payment thereon shall be applied and allocated as set forth in Section
8.2(c).

          SECTION 8.3 Identification of Payments. Administrative Agent in its
reasonable judgment shall identify the nature of each payment or amount received
by Administrative Agent and apply and allocate each such amount in the manner
specified above.


                                     - 57 -
<PAGE>


         SECTION 8.4 Payment in Full; Discharge; Payments Upon Event of Default.
Upon the payment in full of the Loans, the Capital Contribution and all other
amounts then due and owing by Lessee hereunder or under any other Operative
Document and the payment in full of all other amounts then due and owing to the
Lenders, General Partner and Lessor pursuant to the Operative Documents, (x) any
moneys remaining with Administrative Agent shall be returned to the Person
entitled to receive such funds under Section 8.2 above, and (y) all Liens
securing the Loans granted by Lessor to Administrative Agent under the Operative
Documents shall be promptly discharged and released by Administrative Agent and
Administrative Agent and the Lenders shall take such actions as may be
reasonably requested by Lessor to effectuate such discharge. Upon payment in
full of all amounts payable under Section 8.2(d) or upon payment in full of the
Lease Balance with respect to a Leased Property under Section 8.2(c), all Liens
securing the Loans which were granted by Lessor to Administrative Agent under
the Operative Documents with respect to the Leased Property shall be promptly
discharged and released by Administrative Agent and Administrative Agent shall
take such actions as may be reasonably requested by Lessor to effectuate such
discharge. Upon the occurrence of an Event of Default, it is agreed that, prior
to the application and allocation of amounts received by Administrative Agent in
the order described in Section 8.2 above or any distribution of money to Lessee,
any such amounts shall first be applied and allocated to the payment of (i) any
and all sums advanced by the Lenders in order to preserve the Leased Property or
to preserve Administrative Agent's Lien thereon, (ii) the reasonable expenses of
retaking, holding, preparing for sale or lease, selling or otherwise disposing
or realizing on the Leased Property, or of any exercise by Administrative Agent
of its rights under the Operative Documents, together with reasonable attorneys'
fees and expenses and court costs and (iii) any and all other amounts reasonably
owed to the Lenders under or in connection with the transactions contemplated by
the Operative Documents (including without limitation any accrued and unpaid
administration fees).

         SECTION 8.5 Timing of Distributions. Payments received by
Administrative Agent in immediately available funds before 11:00 a.m., New York
City time, on any Business Day shall be distributed to the Funding Parties in
accordance with and to the extent provided in this Section 8 on such Business
Day. Payments received by Administrative Agent in immediately available funds
after 11:00 a.m., New York City time, shall be distributed to the Funding
Parties in accordance with and to the extent provided in this Section 8 on the
next Business Day.

                                    SECTION 9
                              ADMINISTRATIVE AGENT

          SECTION 9.1 Appointment of Administrative Agent.

                  (a) Each Funding Party hereby appoints Administrative Agent as
its agent hereunder and under the other Operative Documents and hereby
authorizes Administrative Agent to take such action on its behalf and to
exercise such rights, remedies, powers and privileges hereunder or thereunder as
are specifically authorized to be exercised by Administrative Agent by the terms
hereof or thereof, together with such rights, remedies, powers and privileges as
are reasonably incidental thereto (including the right with respect to




                                     - 58 -
<PAGE>

fractional amounts of less than one U.S. cent to round up to the next whole
cent). Administrative Agent may execute any of its duties hereunder and under
the other Operative Documents, by or through agents or employees. The
relationship between Administrative Agent and each Funding Party is that of
agent and principal only, and nothing herein shall be deemed to constitute
Administrative Agent a trustee for any Funding Party or impose on Administrative
Agent any obligations other than those for which express provision is made
herein or in the other Operative Documents.

                  (b) Except as required by the specific terms of the Operative
Documents, Administrative Agent shall not have any duty to exercise any right,
power, remedy or privilege granted or assigned to it thereby, or to take any
affirmative action or exercise any discretion hereunder or thereunder, unless
directed to do so by the Required Investors (and shall be fully protected in
acting or refraining from acting pursuant to such directions which shall be
binding upon the Funding Parties), and shall not, without the prior approval of
each of the Investors, consent to any material departure by Lessee or the Lessor
from the terms of the Lease or any Security Document, waive any default on the
part of any such party under any such agreement or instrument or amend, modify,
supplement or terminate, or agree to any surrender of, any such agreement or
instrument; provided, however, that Administrative Agent shall not be required
to take any action which exposes Administrative Agent to personal liability or
which is contrary to this Agreement, the other Operative Documents or any
Applicable Law.

                  (c) Neither Administrative Agent nor any of its or their
respective directors, officers, agents or employees shall be liable to any
Funding Party, Lessee, or Lessor, as the case may be, for any action taken or
omitted to be taken by it or them hereunder, under the other Operative
Documents, or in connection herewith or therewith, except for its or their own
gross negligence or willful misconduct; nor shall Administrative Agent be
responsible to any Funding Party for the validity, effectiveness, value,
sufficiency or enforceability against Lessee, Lessor, any Lender, or
Administrative Agent of this Agreement, the other Operative Documents or any
other document furnished pursuant hereto or thereto or in connection herewith or
therewith. Without limitation of the generality of the foregoing, Administrative
Agent: (i) may consult with legal counsel (including counsel for Lessee or the
Lessor), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (ii)
makes no warranty or representation to any Funding Party and shall not be
responsible to any Funding Party for any statements, warranties or
representations made in or in connection with this Agreement (other than those
made by Administrative Agent itself), the other Operative Documents, any other
document furnished pursuant hereto or thereto or in connection herewith or
therewith; (iii) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of this
Agreement or the other Operative Documents, on the part of any party hereto or
thereto or to inspect the Properties (including the books and records) of Lessee
or the Lessor; (iv) (except with respect to Administrative Agent itself) shall
not be responsible to any Funding Party for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement,
the other Operative Documents or any other instrument or document furnished
pursuant hereto or thereto; and (v) shall incur no liability under or in respect
of the Operative Documents by


                                     - 59 -
<PAGE>

acting upon any notice, consent, certificate or other instrument or writing to
the extent authorized herein or therein believed by it to be genuine and signed
or sent by the proper party or parties.

                  (d) Each Funding Party (other than Administrative Agent in its
capacity as such) hereby severally agrees, in the ratio that the sum of such
Funding Party's Loans or Capital Contribution, as applicable, bears to the sum
of all of the Lenders' Commitments and the Capital Contribution, to indemnify
and hold harmless Administrative Agent, from and against any and all losses,
liabilities (including liabilities for penalties), actions, suits, judgments,
demands, damages, costs and expenses of any kind whatsoever (including, without
limitation, reasonable fees and expenses of attorneys, accountants and experts)
incurred or suffered by Administrative Agent in its capacity as Administrative
Agent hereunder as a result of any action taken or omitted to be taken by
Administrative Agent in such capacity or otherwise incurred or suffered by, made
upon, or assessed against Administrative Agent in such capacity; provided,
however, that no Funding Party shall be liable for any portion of any such
losses, liabilities (including liabilities for penalties), actions, suits,
judgments, demands, damages, costs or expenses that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct on the part of Administrative
Agent. Without limiting the generality of the foregoing, each Funding Party
hereby agrees, in the ratio aforesaid, to reimburse Administrative Agent
promptly following its demand for any reasonable out-of-pocket expenses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred by Administrative Agent under the Operative Documents, and not promptly
reimbursed to Administrative Agent by Lessee, or the Lessor. Each Funding
Party's obligations under this paragraph shall survive the termination of the
Operative Documents and the discharge of Lessee's and the Lessor's obligations
thereunder.

                  (e) Administrative Agent may accept deposits from, lend money
to, and generally engage in any kind of banking, trust or other business with
Lessee, the Lessor or any of their respective Affiliates as if it were not
performing the duties specified herein, and may accept fees and other
consideration from Lessee, Lessor, any Lender, or any of their respective
Affiliates for services in connection with the Operative Documents and otherwise
without having to account for the same to any Funding Party.

                  (f) Administrative Agent may execute any of its duties under
this Agreement and the other Operative Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. Administrative Agent shall not be responsible
for the negligence or misconduct of any agents or attorneys-in-fact selected by
it with reasonable care.

                  (g) Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default unless
Administrative Agent has actual knowledge or has received notice from a Lender,
General Partner or Lessee referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a "notice of default". In
the event that Administrative Agent receives such a notice, Administrative Agent
shall promptly give notice thereof to the Funding Parties. Administrative Agent
shall take such action with respect to such Default or Event of Default


                                     - 60 -
<PAGE>

as shall be reasonably directed by the Required Investors (or, if so specified
by this Agreement, all Funding Parties) subject to any Excepted Rights retained
by the Lessor and General Partner; provided that unless and until Administrative
Agent shall have received such directions, Administrative Agent may (but shall
not be obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem advisable in the
best interests of the Funding Parties.

                  (h) Each Lender expressly acknowledges that neither
Administrative Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates have made any representations or
warranties to it (other than under Section 4.4 hereof) and that no act by
Administrative Agent hereafter taken, including any review of the affairs of
Lessee or any Affiliate thereof, shall be deemed to constitute any
representation or warranty by Administrative Agent to any Lender. Each Lender
represents to Administrative Agent that it has, independently and without
reliance upon Administrative Agent or any other Lender, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of Lessee and its Affiliates and made its
own decision to make its Loans hereunder and enter into this Agreement and the
other Operative Documents. Each Lender also represents that it will,
independently and without reliance upon Administrative Agent or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions
in taking or not taking action under this Agreement and the other Operative
Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and
creditworthiness of Lessee and its Affiliates. Except for notices, reports and
other documents expressly required to be furnished to the Funding Parties by
Administrative Agent hereunder or under any other Operative Agreement,
Administrative Agent shall not have any duty or responsibility to provide any
Lender with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
Lessee or any of its Affiliates that may come into the possession of
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

                  (i) Administrative Agent may deem the Lenders to have approved
as satisfactory those documents which either Lessee or Administrative Agent has
delivered to the Lenders in accordance with the closing conditions set forth in
Section 3 of this Agreement if Administrative Agent has not received from the
Lenders written notice of an objection to such documents prior to the Closing
Date. Administrative Agent may assume that the Lenders have approved each of
such documents if the Lenders have paid to Administrative Agent the requisite
Funded Amount on the Closing Date in accordance with Section 2 of this
Agreement.

         SECTION 9.2 Resignation by Administrative Agent.

                  (a) Administrative Agent may resign as such at any time upon
at least thirty (30) days' notice, in writing, to Lessee, the Lessor, and the
Funding Parties provided such resignation shall not be effective until a
successor has been appointed pursuant to Section 9.2(b).


                                     - 61 -
<PAGE>


                  (b) If Administrative Agent resigns under this Agreement, so
long as there shall not have occurred and be continuing a Default or an Event of
Default, Lessee may appoint and the Required Lenders may approve (which approval
shall not be unreasonably withheld or delayed) a successor agent for the
Lenders, or if a Default or an Event of Default shall have occurred and be
continuing, the Required Lenders may appoint a successor agent for the Lenders,
which successor agent shall be any commercial bank organized under the laws of
the United States or any state thereof or licensed to do business in the United
States or any state thereof, having a combined surplus and capital of not less
than $250,000,000. If no successor agent is appointed prior to the effective
date of the resignation of Administrative Agent, Administrative Agent may
appoint, after consulting with the Lenders and Lessee, a successor agent from
among the Lenders. Upon the acceptance of its appointment as successor agent
hereunder, such successor agent shall succeed to all the rights, power and
duties of the retiring Agent and the term "Administrative Agent" shall mean such
successor agent and the retiring Administrative Agent's appointment, powers and
duties as Agent shall be terminated. After any retiring Administrative Agent's
resignation hereunder as Administrative Agent, the provisions of this Section 9
and Sections 7 and 10.8 hereof shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under this
Agreement. If no successor agent has accepted appointment as Administrative
Agent by the date which is thirty (30) days following a retiring Administrative
Agent's notice of resignation, the retiring Administrative Agent's resignation
shall nevertheless thereupon become effective and the Lenders shall perform all
of the duties of Administrative Agent hereunder until such time, if any, as the
Required Lenders appoint a successor agent as provided for above.

         SECTION 9.3 Syndication and Documentation Agents. The parties hereto
agree that the Syndication Agent and Documentation Agent shall have no duties
or responsibilities hereunder in such capacity upon or after execution of this
Agreement and shall receive no fees or compensation for serving in such
capacities.

                                   SECTION 10
                                 MISCELLANEOUS

         SECTION 10.1 Survival of Agreements. The representations, warranties,
covenants, indemnities and agreements of the parties provided for in the
Operative Documents, and the parties' obligations under any and all thereof,
shall survive the execution and delivery and the termination or expiration of
this Participation Agreement and any of the Operative Documents, any disposition
of any interest of Lessor in the Leased Property, the purchase and sale of the
Notes, payment therefor and any disposition thereof and shall be and continue in
effect notwithstanding any investigation made by any party hereto or to any of
the other Operative Documents and the fact that any such party may waive
compliance with any of the other terms, provisions or conditions of any of the
Operative Documents.

         SECTION 10.2 Notices. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be addressed to such parties at the addresses therefor as set forth
in Schedule 10.2, as such other address as any such party shall specify to the
other parties hereto, and shall be deemed to have been given (i) the Business
Day after being sent, if sent by overnight courier service; (ii) the



                                     - 62 -
<PAGE>


Business Day sent, if sent by messenger; (iii) the day sent, if sent by
facsimile and confirmed electronically or otherwise during business hours of a
Business Day (or on the next Business Day if otherwise sent by facsimile and
confirmed electronically or otherwise); or (iv) three (3) Business Days after
being sent, if sent by registered or certified mail, postage prepaid.

         SECTION 10.3 Counterparts. This Participation Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         SECTION 10.4 Amendments. No Operative Document nor any of the terms
thereof may be terminated, amended, supplemented, waived or modified with
respect to Lessee, or any Funding Party, except (a) in the case of a
termination, amendment, supplement, waiver or modification to be binding on
Lessee, with the written agreement or consent of Lessee, and (b) in the case of
a termination, amendment, supplement, waiver or modification to be binding on
the Funding Parties, with the written agreement or consent of each of the
Funding Parties; provided, however, that subject to Section 5.8 of the Loan
Agreement, no such termination, amendment, supplement, waiver or modification
shall, without the written agreement or consent of Lessor, Administrative Agent
and the Required Lenders, be made hereto or to the Lease and the Loan Agreement
other than those which relate to interest rates, Basic Rent, fees, Scheduled
Payment Dates, the definitions of "Required Lenders," "Loan Events of Defaults"
and "Lease Events of Default," negative covenants set forth in Section 5.2
hereof, or to the release of any Guaranty or any Collateral Estate or other
security for the Notes, all of which require the prior written consent of Lessor
and all the Lenders.

         Notwithstanding anything contained herein or in any other Operative
Document to the contrary, no Operative Document, or portion thereof, may be
amended, modified, supplemented or waived except by a written instrument and any
such amendment, modification, supplement or waiver other than in writing shall
be unenforceable and ineffective.

         SECTION 10.5 Headings. etc. The Table of Contents and headings of the
various Articles and Sections of this Participation Agreement are for
convenience of reference only and shall not modify, define, expand or limit any
of the terms or provisions hereof.

         SECTION 10.6 Parties in Interest. Except as expressly provided herein,
none of the provisions of this Participation Agreement is intended for the
benefit of any Person except the parties hereto and their respective successors
and permitted assigns.

         SECTION 10.7 Governing Law; Submission to Jurisdiction; Waivers.


                  (a) THIS PARTICIPATION AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, EXCEPT
TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER
IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A



                                     - 63 -
<PAGE>


JURISDICTION OTHER THAN THE STATE OF NEW YORK AND THE EXERCISE OF RIGHTS AND
REMEDIES WITH RESPECT THERETO. THIS PARTICIPATION AGREEMENT AND THE OTHER
OPERATIVE DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO
WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS,
WRITTEN OR ORAL, WITH RESPECT THERETO.

                  (b) ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS PARTICIPATION AGREEMENT OR ANY OTHER OPERATIVE
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ADMINISTRATIVE AGENT, GENERAL PARTNER, LESSEE, OR
LESSOR SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK,
NEW YORK COUNTY OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
PROPERTY MAY BE BROUGHT, AT THE OPTION OF LESSOR OR ADMINISTRATIVE AGENT ACTING
AT THE DIRECTION OF THE REQUIRED INVESTORS, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH PROPERTY MAY BE FOUND. EACH PARTY HERETO HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE
OF NEW YORK, NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY
IN CONNECTION WITH SUCH LITIGATION. EACH PARTY HERETO IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT EACH PARTY HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH PARTY HERETO TO THE
EXTENT PERMITTED BY LAW HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS PARTICIPATION AGREEMENT AND THE OTHER OPERATIVE
DOCUMENTS.

                  (c) EACH PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
PARTICIPATION


                                     - 64 -
<PAGE>

AGREEMENT OR ANY OTHER OPERATIVE DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF ANY OTHER PARTY
HERETO. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR EACH SUCH PARTY ENTERING INTO THIS PARTICIPATION
AGREEMENT AND THE OTHER OPERATIVE DOCUMENTS.

         SECTION 10.8 Expenses. Whether or not the transactions herein
contemplated are consummated, Lessee agrees to pay, as Additional Rent, all
reasonable Transaction Expenses of Lessor, General Partner, Administrative Agent
and each of the Lenders on the Closing Date and thereafter from time to time as
they become due All references in the Operative Documents to "attorneys' fees"
or "reasonable attorneys fees" shall mean reasonable attorneys' fees actually
incurred, without regard to any statutory definition thereof

         SECTION 10.9 Confidentiality.

                  (a) Except as necessary to exercise its rights or perform its
obligations under this Agreement or the other Operative Documents as permitted
pursuant to this Section 10.9 or Section 5.1(a) hereof, each Lender, the
Administrative Agent, the General Partner and Lessor (collectively, the
"Recipients") (including, for purposes of this Section 10.9, any participant
thereof) shall keep confidential and shall not disclose any Confidential
Information unless Lessee has, in its sole discretion, previously and expressly
consented to such disclosure in writing. A Recipient may disclose such
Confidential Information (i) to its and its affiliates' directors, officers,
employees and agents, including accountants, legal counsel and other advisors
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential); (ii) to the extent requested by any Governmental
Authority or regulatory authority; (iii) to the extent required by applicable
laws or regulations or by any subpoena or similar legal process; (iv) to any
other party to this Agreement; (v) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the other Operative Documents or the enforcement of rights hereunder or
thereunder; (vi) subject to an agreement containing provisions substantially the
same as those of this Section 10.9, to (1) any Eligible Assignee of or
participant in, or any prospective Eligible Assignee of or participant in, any
of its rights or obligations under this Agreement or (2) any direct or indirect
contractual counterparty or prospective counterparty (or such contractual
counterparty's or prospective counterparty's professional advisor) to any
credit derivative transaction relating to obligations of Lessee; (vii) with the
consent of Lessee; (viii) to the extent such Information (1) becomes publicly
available other than as a result of a breach of this Section 10.9 or (2) becomes
available to any Recipient on a nonconfidential basis from a source other than
Lessee; or (ix) to the National Association of Insurance Commissioners or any
other similar organization or any nationally recognized rating agency that
requires access to information about a Recipient's or its affiliates' investment
portfolio in connection with ratings issued with respect to such Recipient or
its affiliates.



                                     - 65 -
<PAGE>


                  (b) Upon the expiration or earlier termination of this
Agreement, or the cessation of any Recipient's status as a party hereto or a
participant of a party hereto, the Recipient(s) shall promptly deliver to Lessee
all records or other information in any media containing or embodying
Confidential Information which were delivered or made available to the
Recipients in connection herewith, including any copies thereof, and to the
extent such records or information is not returned, shall certify that such
information has been destroyed; provided, however, that each Recipient may
retain Confidential Information required to be retained by any order of any
Governmental Authority or otherwise required by law or regulation.

         SECTION 10.10 Severability. Any provision of this Participation
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         SECTION 10.11 Limitation of Liabilities.

                  (a) No Funding Party shall have any obligation to any other
Funding Party, or to Lessee with respect to the transactions contemplated by the
Operative Documents except those obligations of such Funding Party expressly set
forth in the Operative Documents or except as set forth in the instruments
delivered in connection therewith, and no Funding Party shall be liable for
performance by any other party hereto of such other party's obligations under
the Operative Documents except as otherwise so set forth. Neither Administrative
Agent nor any Lender shah have any obligation or duty to Lessee, any other
Funding Parties, or any other Person with respect to the transactions
contemplated hereby except to the extent expressly set forth in this
Participation Agreement or the Loan Agreement .

                  (b) If any Funding Party shall obtain any payment (whether
voluntary or involuntary, or through the exercise of any right of set-off
otherwise) on account of the Fundings made by it in excess of its ratable share
of payments on account of the Fundings obtained by all the Funding Parties, such
Funding Parties shall forthwith purchase from the other Funding Parties such
participations in the Fundings owed to them as shall be necessary to cause such
purchasing Funding Party to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such Funding Party, such purchase from each Funding
Party shall be rescinded and such Funding Party shall repay to the purchasing
Funding Party the purchase price to the extent of such Funding Party's ratable
share (according to the proportion of(i) the amount of the participation
purchased from such Funding Party as a result of such excess payment to (ii) the
total amount of such excess payment) of such recovery together with an amount
equal to such Funding Party's ratable share (according to the proportion of(i)
the amount of such Funding Party's required repayment to (ii) the total amount
so recovered from the purchasing Funding Party) of any interest or other amount
paid or payable by the purchasing Funding Party in respect of the total amount
so recovered. Each Funding Party agrees that any Funding Party so purchasing a
participation from another Funding Party pursuant to this Section 10.11 may, to
the fullest extent permitted by law, exercise all its


                                     - 66 -
<PAGE>

rights of payment (including the right of set-off) with respect to such
participation as full as if such Funding Party were the direct creditor of such
Funding Party in the amount of such participation.

                  (c) The parties hereto agree that, except with respect to
removal of Lessor Liens or the occurrence of any of the conditions or
circumstances referred to in clause (vi) in the succeeding paragraph hereof, it
is understood and agreed that (irrespective of any breach of any representation,
covenant, agreement or undertaking of any nature whatsoever made by Lessor in
this Participation Agreement or in any other Operative Document) no recourse
shall be had under any rule of law, statute or constitution or by the
enforcement of any assessments or penalties or otherwise for the payment of any
amounts due hereunder or for any claim based herein or otherwise in respect
hereof against Lessor or any past, present or future Partner thereof or any
officer, director, owner, shareholder or employee of Lessor or any such Partner
or any of their respective legal representatives, except as a result of its
gross negligence, fraud or willful misconduct provided, however, that the
foregoing shall not affect any rights that any party may have with respect to
the Original General Partner under the transactions contemplated by the Existing
Loan, Original Lease and Original Partnership Agreement.

         Nothing contained herein or in any of the other Operative Documents:
however, shall prevent, condition, limit, restrict or otherwise in any way
affect: (i) general obligation recourse to and the general enforcement against
the Collateral Estate of and for all debts, duties, liabilities and obligations,
including without limitation in respect of all fees, expenses and indemnities
directly or indirectly, pursuant to, or arising out of or relating to (or
alleged to so arise out of or relate to) the Transaction or any or all of the
Operative Documents, (ii) the right of any Lender (or of any agent acting on its
behalf) to accelerate the maturity thereof upon the occurrence of an Event of
Default or to exercise and enforce, by specific performance, suit for damages or
otherwise, any other rights available to it (whether or not in the capacity as
Lender) against any Person in respect of any debts, duties, liabilities and
obligations, including without limitation in respect of all fees, expenses and
indemnities of such Person (collectively, "Liabilities") directly or indirectly,
pursuant to, or arising out of or relating to (or alleged to so arise out of or
relate to) the Transaction or any or all of the Operative Documents, in
accordance with the Loan Agreement, (iii) the bringing of an action or obtaining
of a judgment against Lessor or any other Person to enforce (including without
limitation by way of specific performance, whether or not such performance may
require the expenditure of funds), or to obtain damages for breach of, any
Liability; provided, that, except as set forth in the preceding paragraph or in
clause (vi) below, neither Lessor nor any past, present, or future Partner
thereof or any officer, director, owner, shareholder or employee of Lessor or
any such Partner or any of their respective legal representatives, successors or
assigns shall have any individual or personal liability on such judgment and the
satisfaction thereof shall be limited to the Collateral Estate and the sums due
and to become due under the Lease, the Participation Agreement and the other
Operative Documents, (iv) the bringing of an action or obtaining of a judgment
to foreclose the lien of the Mortgage or otherwise realize upon the Collateral
Estate or the sums due or to become due under the Lease, the Participation
Agreement and the other Operative Documents, including the right to proceed
against Lessee under the Lease or the Participation Agreement, (v) the bringing
of an action to enforce any of the covenants referred to in, but subject to, the
preceding paragraph,



                                     - 67 -
<PAGE>

or (vi) recourse to Lessor or any other Person directly for damages resulting
from Lessor's or such other Person's fraud, gross negligence or willful
misconduct provided, however, that the foregoing shall not affect any rights
that any party may have with respect to the Original General Partner under the
transactions contemplated by the Existing Indebtedness.

          [balance of page intentionally left/blank signatures follow]



                                     - 68 -
<PAGE>


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

                          GTECH CORPORATION, as Lessee


                          By:
                             -------------------------------------
                          Name: William M. Pieri
                          Title: Vice President and Treasurer

                          WEST GREENWICH TECHNOLOGY
                          ASSOCIATES, L.P., as Lessor

                          By: Post Office Square Funding Inc., its
                          General Partner

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





















                            [PARTICIPATION AGREEMENT]


<PAGE>


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

                          GTECH CORPORATION, as Lessee


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

                          WEST GREENWICH TECHNOLOGY
                          ASSOCIATES, L.P., as Lessor

                          By: Post Office Square Funding Inc., its
                          General Partner

                          By:
                             -------------------------------------
                          Name: Carl R. Vercollone
                          Title:Vice President















                            [PARTICIPATION AGREEMENT]


<PAGE>


                          POST OFFICE SQUARE FUNDING INC.

                          By:   /s/ Carl R. Vercollone
                             -----------------------------
                             Name:  Carl R. Vercollone
                             Title: Vice President











                           [PARTICIPATION AGREEMENT]


<PAGE>


                              POST OFFICE SQUARE FUNDING INC., as
                              a Lender

                              By:   /s/ Carl R. Vercollone
                                 -------------------------------------
                                 Name:  Carl R. Vercollone
                                 Title: Vice President













                           [PARTICIPATION AGREEMENT]




<PAGE>

                              CREDIT LYONNAIS NEW YORK
                              BRANCH, as a Lender


                              By:   /s/ James Gibson
                                 -------------------------------------
                                 Name:  James Gibson
                                 Title: Senior Vice President










                           [PARTICIPATION AGREEMENT]



<PAGE>


                              THE BANK OF NOVA SCOTIA, as a Lender

                              By:   /s/ M. R. Bradley
                                 -------------------------------------
                                 Name:  M. R. Bradley
                                 Title: Authorized Signatory















                           [PARTICIPATION AGREEMENT]






<PAGE>


                                KEY CORPORATE CAPITAL INC., as
                                Administrative Agent

                                By:   /s/ R E James Hunter
                                   -------------------------------------
                                   Name:  R E James Hunter
                                   Title: SVP















                           [PARTICIPATION AGREEMENT]




<PAGE>
                                   APPENDIX A
                                       to
                            Participation Agreement,
                            Lease and Loan Agreement

                         DEFINITIONS AND INTERPRETATION


1. Interpretation. In each Operative Document, unless a clear contrary intention
appears:

         (a) the singular number includes the plural number and vice versa;

         (b) reference to any Person includes such Person's successors and
assigns but, if applicable, only if such successors and assigns are permitted by
the Operative Documents, and reference to a Person in a particular capacity
excludes such Person in any other capacity or individually;

         (c) reference to any gender includes each other gender;

         (d) reference to any agreement (including any Operative Document),
document or instrument means such agreement, document or instrument as amended,
supplemented or modified and in effect from time to time in accordance with the
terms thereof and, if applicable, the terms of the other Operative Documents and
reference to any promissory note includes any promissory note which is an
extension or renewal thereof or a substitute or replacement therefor;

         (e) reference to any Applicable Law means such Applicable Law as
amended, modified, codified, replaced or reenacted, in whole or in part, and in
effect from time to time, including rules and regulations promulgated thereunder
and reference to any section or other provision of any Applicable Law means that
provision of such Applicable Law from time to time in effect and constituting
the substantive amendment, modification, codification, replacement or
reenactment of such section or other provision;

         (f) reference in any Operative Document to any Article, Section,
Appendix, Schedule or Exhibit means such Article or Section thereof or Appendix,
Schedule or Exhibit thereto;

         (g) "hereunder", "hereof", "hereto" and words of similar import shall
be deemed references to an Operative Document as a whole and not to any
particular Article, Section or other provision hereof;

         (h) "including" (and with correlative meaning "include") means
including without limiting the generality of any description preceding such
term;

         (i) "or" is not exclusive; and

         (j) relative to the determination of any period of time, "from" means
"from and including" and "to" means "to but excluding".
<PAGE>
2. Accounting Terms. In each Operative Document, unless expressly otherwise
provided, accounting terms shall be construed and interpreted, and accounting
determinations and computations shall be made, in accordance with GAAP.

3. Conflict in Operative Documents. If there is any conflict between any
Operative Documents, such Operative Document shall be interpreted and construed,
if possible, so as to avoid or minimize such conflict but, to the extent (and
only to the extent) of such conflict, the Participation Agreement shall prevail
and control.

4. Legal Representation of the Parties. The Operative Documents were negotiated
by the parties with the benefit of legal representation and any rule of
construction or interpretation otherwise requiring the Operative Document to be
construed or interpreted against any party shall not apply to any construction
or interpretation hereof or thereof.

5. Defined Terms. Unless a clear contrary intention appears, terms defined
herein have the respective indicated meanings when used in each Operative
Document.

         "Acceleration" is defined in Section 5.6(b) of the Loan Agreement.

         "Accreted Amount" means the amount set forth in Section 2.2(c) of the
Participation Agreement.

         "Acquisition" means the acquisition of (i) a controlling equity
interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at
the time it becomes exercisable by the holder thereof), whether by purchase of
such equity interest or upon exercise of an option or warrant for, or conversion
of securities into, such equity interest, or (ii) assets of another Person which
constitute all or substantially all of the assets of such Person or of a line or
lines of business conducted by such Person.

         "Actual Knowledge" by a Person or Persons with respect to the
occurrence or non-occurrence of an event, means knowledge of such occurrence or
non-occurrence by the officer of such Person or Persons in the best
organizational position to have such knowledge.

         "Additional Rent" means any and all amounts, liabilities and
obligations other than Basic Rent which Lessee assumes or agrees or is otherwise
obligated to pay under the Lease or any other Operative Document (whether or not
designated as Additional Rent) to Lessor, Administrative Agent, Lenders or any
other party, including, without limitation, amounts under Article XIV of the
Lease, and indemnities and damages for breach of any covenants, representations,
warranties or agreements, and all overdue or late payment charges in respect of
any Funded Amount.

         "Address" means with respect to any Person, its address set forth in
Schedule 11.2 to the Participation Agreement or such other address as it shall
have identified to the parties to the Participation Agreement in writing.

         "Administrative Agent" means Key Corporate Capital Inc., a Michigan
corporation, together with its successors and assigns in such capacity.


                                      -2-
<PAGE>
         "Affiliate" means any Person (i) which directly or indirectly through
one or more intermediaries controls, or is controlled by, or is under common
control with Lessee; or (ii) which beneficially owns or holds 15% or more of any
class of the outstanding voting stock (or in the case of a Person which is not a
corporation, 15% or more of the equity interest) of Lessee; or (iii) 15% or more
of any class of the outstanding voting stock (or in the case of a Person which
is not a corporation, 15% or more of the equity interest) of which is
beneficially owned or held by Lessee. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting stock,
by contract or otherwise.

         "After-Tax Basis" means, with respect to any payment to be received,
the amount of such payment increased so that, after deduction of the amount of
all Taxes withheld from, imposed upon or otherwise required to be paid by the
recipient with respect to the receipt or accrual of such amounts, such increased
payment (after such deductions) is equal to the payment otherwise required to be
made; provided, however, for the purposes of this definition, and for purposes
of any payment to be made to either Lessee or an Indemnitee on an after-tax
basis, it shall be assumed that (i) federal, state and local taxes are payable
at the highest combined marginal federal and state statutory income tax rate
(taking into account the deductibility of state income taxes for federal income
tax purposes) applicable to corporations from time to time.

         "Alterations" means, with respect to the Leased Property, fixtures,
alterations, modifications and additions to the Leased Property.

         "Alternative Rate" means, for any period, the rate per annum announced
from time to time in Cleveland, Ohio by KeyBank National Association as its
prime rate, changing as and when said prime rate shall change.

         "Alternative Rate Loan" means a Loan that bears interest based upon the
Alternative Rate.

         "Applicable Law" means all existing and future applicable laws
(including Environmental Laws), rules, regulations (including proposed,
temporary and final income tax regulations), statutes, treaties, codes,
ordinances, permits, certificates, orders and licenses of and interpretations
by, any Governmental Authority, 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 health, safety or the environment (including,
without limitation, wetlands) and those pertaining to the construction, use or
occupancy of the Leased Property) and any restrictive covenant or deed
restriction or easement of record affecting the Leased Property, and
additionally, as to any Person, the charter and by-laws or other organizational
or governing documents of such Person, and any law, rule or regulation, permit,
approval, authorization, license or variance, order or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject, including, without limitation, the Securities
Act, the Securities Exchange Act, Regulations T, U and X.

         "Applicable Rate" means the sum of the LIBOR Rate plus the Applicable
Spread.

                                      -3-
<PAGE>
         "Applicable Spread" shall mean, for interest on the Loans, the
applicable basis point spreads set forth below corresponding to the Consolidated
Total Debt Ratio of Lessee in effect as of the most recent Calculation Date
(defined below):

<TABLE>
<CAPTION>
                         Consolidated Total                         Applicable          Applicable Spread for
Pricing Level               Debt Ratio                           Facility Fee Rate         Applicable Rate
<S>               <C>                                            <C>                    <C>
Level I           Greater than or equal to 2.0 to 1.0            37.5 basis points        112.5 basis points
                                                                     (0.375%)                  (1.125%)

Level II          Greater than or equal to 1.5 to 1.0            27.5 basis points        102.5 basis points
                  but not equal to Level I                           (0.275%)                  (1.025%)

Level III         Greater than or equal to 1.0 to 1.0            22.5 basis points        92.5 basis points
                  but not equal to Level II                          (0.225%)                  (0.925%)

Level IV          Greater than or equal to 0.5 to 1.0            17.5 basis points        82.5 basis points
                  but not equal to Level III                         (0.175%)                  (0.825%)

Level V           0.5 to 1.0 and less                            15.0 basis points        75.0 basis points
                                                                     (0.15%)                   (0.75%)
</TABLE>


         The Applicable Spread for interest on the Loans and the applicable
Facility Fee rate set forth above shall, in each case, be established based upon
the Consolidated Total Debt Ratio at the end of each fiscal quarter of Lessee
(each, a "Calculation Date"). Any change in the Applicable Spread or the
Facility Fee following each Calculation Date shall be determined based upon the
computations set forth in the certificate furnished to Administrative Agent
pursuant to Section 5.1(a) of the Participation Agreement subject to review and
approval of such computations by Administrative Agent, and shall be effective
commencing on the fifth Business Day following the date such certificate is
received until the fifth Business Day following the date on which a new
certificate is delivered or is required to be delivered, whichever shall first
occur. From the Closing Date to the fifth Business Day following the date the
certificate referred to in the preceding sentence for the fiscal period ended as
at the first Calculation Date is delivered or is required to be delivered
(whichever shall first occur), the Applicable Spread and the Facility Fee shall
be Level III. Notwithstanding the provisions of the two preceding sentences, if
Lessee shall fail to deliver any such certificate within the time period
required by Section 5.1(a), then Administrative Agent shall give Lessee notice
of such non-delivery and the Applicable Spread and Facility Fee shall be Level I
from the date such certificate was due until the fifth Business Day following
the date the appropriate certificate is so delivered.

         "Appraisal" means an Appraisal as defined in Section 3.1 of the
Participation Agreement and which complies with 12 C.F.R. Paragraph 323 et seq.

         "Appraiser" means an MAI appraiser satisfactory to Administrative Agent
and General Partner and which Appraiser complies with 12 C.F.R. Paragraph 323 et
seq.

         "Approved Fund" means any Person (other than a natural Person) that (i)
is or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar


                                      -4-
<PAGE>
extensions of credit in the ordinary course of its business and (ii) is
administered or managed by (x) a Lender, (y) an Affiliate of a Lender or (z) an
entity or an Affiliate of an entity that administers or manages a Lender.

         "Assignment and Acceptance" shall mean an Assignment and Acceptance in
the form of Exhibit E to the Participation Agreement (with blanks appropriately
filled in) delivered to the Administrative Agent in connection with an
assignment of a Lender's interest under the Participation Agreement pursuant to
Section 6.I of the Participation Agreement.

         "Assignment of Lease" means the Assignment of Lease Agreement, dated as
of the Closing Date, from Lessor to the Administrative Agent and consented to by
Lessee and each Guarantor in the form of Exhibit A-2 to the Participation
Agreement, relating to Lessor's interest in the Lease, the Guaranty and in the
Pledge.

         "Attributable Debt" means, as to any particular lease relating to a
Sale and Leaseback Transaction, the present value of all Lease Rentals required
to be paid by Parent, Lessee or any Material Subsidiary under such lease during
the remaining term thereof (determined in accordance with generally accepted
financial practice using a discount factor equal to the interest rate implicit
in such lease).

         "Awards" means any award or payment received by or payable to Lessor or
Lessee on account of any Condemnation or Event of Taking (less the actual costs,
fees and expenses incurred in the collection thereof, for which the Person
incurring the same shall be reimbursed from such award or payment).

         "Bankruptcy Laws" means Title 11 of the United States Code or any other
Federal or state bankruptcy, insolvency or similar law, now or hereafter in
effect in the United States relating to bankruptcy, insolvency, reorganization
winding up or adjustment of debts of any Person.

         "Basic Rent" means, the rent payable pursuant to Section 3.1 of the
Lease, determined in accordance with the following: each installment of Basic
Rent payable on any Scheduled Payment Date shall be in an amount equal to the
sum of (A) the aggregate amount of interest accrued on the Loans pursuant to
Section 1.5 of the Loan Agreement during such Rent Period plus the amount of
principal of such Loans then due pursuant to Section 1.11 of the Loan Agreement
payable on such Scheduled Payment Date, plus (B) the aggregate amount of Return
accrued on Capital Contributions pursuant to Section 2.3(a) of the Participation
Agreement during such Rent Period payable on such Scheduled Payment Date, less
(C) Accreted Amounts related to such Scheduled Payment Date, plus (D) on each
Scheduled Payment Date occurring in the months of January, April, July and
October during the Lease Term (and on the final Scheduled Payment Date), the
Facility Fee.

         "Beneficiaries" is defined in the introductory paragraph to the
Guaranty.

         "Benefit Arrangement" means at any time an employee benefit plan within
the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan
and which is maintained or otherwise contributed to by any member of the ERISA
Group.


                                      -5-
<PAGE>
         "Board" means the Board of Governors of the Federal Reserve System (or
any successor body).

         "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.

         "Breakage Costs" means any and all actual loss, cost or expense
incurred by a Lender or General Partner as a result of: (i) any continuation,
conversion, payment or prepayment of any LIBOR Loan or the Capital Contribution,
respectively, on a day other than the last day of the Interest Period for such
Loan or Capital Contribution, respectively; or (ii) any failure by Lessee (for a
reason other than the failure of such Lender to make a Loan notwithstanding
satisfaction of all conditions precedent thereto) to prepay, borrow, continue or
convert any LIBOR Loan or the Capital Contribution, respectively, on the date or
in the amount notified by Lessee; including, in each of the foregoing cases, any
loss of anticipated profits and any loss or expense arising from the liquidation
or reemployment of funds obtained by it to maintain such Loan or from fees
payable to terminate the deposits from which such funds were obtained. Breakage
Costs shall include any customary administrative fees charged by such Lender or
General Partner in connection with the foregoing. A determination of a Lender or
General Partner as to the amounts payable pursuant to this definition shall be
conclusive absent manifest error. A Lender or General Partner requesting
compensation for Breakage Costs under the Operative Documents shall furnish to a
Responsible Officer and, for any Lender, Administrative Agent calculations in
reasonable detail setting forth such Lender's and General Partner's
determination of the amount of such compensation which shall be paid within
thirty (30) days of the submission of such determination. For purposes of
calculating Breakage Costs, each Lender or General Partner shall be deemed to
have funded each LIBOR Loan or Capital Contribution, respectively, made by it at
the LIBOR Rate for such Loan or Capital Contribution, respectively, by a
matching deposit or other borrowing in the applicable offshore Dollar interbank
market for a comparable amount and for a comparable period, whether or not such
LIBOR Loan or Capital Contribution, respectively, was in fact so funded. The
provisions of this definition shall continue in effect notwithstanding the
Maturity Date.

         "Building" means, with respect to the Leased Property, collectively,
that certain 90,444 (approximately) square foot, three-story building, primarily
consisting of office space, approximately 20,000 square feet of computer space,
a presentation theatre and a three-story open atrium; together with that certain
169,200 (approximately) square foot building, primarily consisting of 113,200
square feet of office, a full-service kitchen and cafeteria, research and
development and related support areas, and 56,000 square feet of light
manufacturing, assembly and staging space, both located on the Land, along with
all fixtures used or useful in connection with the operation of the Leased
Property, including, without limitation, all furnaces, boilers, compressors,
elevators, fittings, pipings, connectives, conduits, ducts, partitions,
equipment and apparatus of every kind and description now or hereafter affixed
or attached or used or useful in connection with the Building, all equipment
financed by Lessor and/or Lenders and all Alterations (including all
restorations and repairs of such buildings, improvements and structures) thereto
(but in each case excluding trade fixtures or equipment financed other than by
Lessor or the Lenders).


                                      -6-
<PAGE>
         "Business Day" means any day other than a Saturday, Sunday or other day
on which banks are required or authorized to be closed for business in the New
York, New York, Boston, Massachusetts, or Providence, Rhode Island, or on which
dealings or exchange operations in respect of U.S. Dollar deposits are not
conducted by and between banks in the London interbank eurodollar market.

         "Calculation Date" is defined in the definition of Applicable Spread.

         "Capital Contribution" is defined in Section 2.2(a) of the
Participation Agreement.

         "Capital Expenditures" means, with respect to Lessee, and its
Subsidiaries, for any period, expenditures or costs for fixed or capital assets
made by Lessee and its Subsidiaries during such period which in accordance with
GAAP applied on a Consistent Basis are characterized as capital expenditures.

         "Capital Lease" means each lease which has been or should be
capitalized in accordance with GAAP as in effect from time to time including
Statement No. 13 of the Financial Accounting Standards Board and any successor
thereof.

         "Casualty" means an event of damage or casualty relating to all or part
of the Leased Property that does not constitute an Event of Loss.

         "Change of Control" means, at any time:

                  (i) any "person" or "group" (each as used in Sections 13(d)(3)
         and 14(d)(2) of the Exchange Act) either (A) becomes the "beneficial
         owner" (as defined in Rule 13d-3 of the Exchange Act ), directly or
         indirectly, of Voting Securities of the Parent (or securities
         convertible into or exchangeable for such Voting Securities)
         representing more than 50% of the combined voting power of all Voting
         Securities of the Parent (on a fully diluted basis) or (B) otherwise
         has the ability, directly or indirectly, to elect a majority of the
         board of directors of the Parent; or

                  (ii) the Parent shall at any time cease to own all of the
         capital stock of Lessee.

         "Claims" means liabilities, obligations, damages, losses, demands,
penalties, fines, claims, actions, suits, judgments, proceedings, settlements,
costs and expenses (including, without limitation, reasonable legal fees and
expenses) of any kind and nature whatsoever.

         "Closing Date" means December 14, 200l.

         "Closing Date Quarter" is defined in Section 5.2(a) of the
Participation Agreement.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collateral Estate" is defined in the Granting Clauses of the Mortgage.


                                      -7-
<PAGE>
         "Commitment" means collectively a Lender's Tranche A Commitment and
Tranche B Commitment.

         "Commitment Percentage" means, with respect to each Lender, such
Lender's "Commitment Percentage" as set forth on Schedule 2.2(b) to the
Participation Agreement.

         "Commitment Period" is defined in Section 1.1 of the Loan Agreement.

         "Condemnation" means any condemnation, requisition, confiscation,
seizure or other taking or sale of the use, occupancy or title to the Leased
Property or any part thereof in, by or on account of any actual 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, which in any case does not constitute an Event of Taking.
A Condemnation shall be deemed to have "occurred" on the earliest of the dates
that use, occupancy or title is taken.

         "Confidential Information" means with respect to each Recipient all
financial information in such Recipient's possession concerning Lessee and its
Affiliates which has been delivered to such Recipient by or on behalf of Lessee
pursuant to the Participation Agreement or the other Operative Documents.
"Confidential Information" does not include, without limitation, information
which: (a) is in the public domain; (b) is received by such Recipient in good
faith from a third party who is not known to such Recipient to be bound by a
confidentiality agreement with Lessee or known to such Recipient to be otherwise
prohibited from transmitting the information to such Recipient by a contractual,
legal or fiduciary obligation; (c) is independently generated by such Recipient;
(d) is approved for release or disclosure by Lessee in a separate writing; or
(e) constitutes financial statements delivered to a Recipient under Section
5.1(a) of the Participation Agreement that are otherwise publicly available.

         "Consistent Basis" in reference to the application of GAAP means the
accounting principles observed in the period referred to are comparable in all
material respects to those applied in the preparation of the audited financial
statements of Lessee referred to as of the Closing Date in Section 4.1(e)(i) of
the Participation Agreement.

         "Consolidated" or "consolidated" means, when used with reference to any
financial term in the Operative Documents, the aggregate for two or more Persons
of the amounts signified by such term for all such Persons determined on a
consolidated basis in accordance with GAAP.

         "Consolidated Assets" means, as of any date of determination, the total
assets of the Parent, Lessee and its Material Subsidiaries which would be shown
as assets on a consolidated balance sheet of the Parent as of such time prepared
in accordance with GAAP, after eliminating all amounts properly attributable to
minority interests, if any, in the stock and surplus of Material Subsidiaries.

         "Consolidated EBITDA" means, with respect to Lessee and its
Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the sum of, without duplication, (i) Consolidated Net Income excluding
any extraordinary gains or losses, plus (ii) Consolidated Interest Expense, plus
(iii) taxes on income, plus (iv) amortization, depreciation and all other


                                      -8-
<PAGE>
non-cash expense items, all determined on a consolidated basis in accordance
with GAAP applied on a Consistent Basis.

         "Consolidated Interest Coverage Ratio" means, with respect to Parent,
Lessee and its Subsidiaries for any Four-Quarter Period ending on the date of
computation thereof, the ratio of (i) Consolidated EBITDA for such period,
to (ii) Consolidated Interest Expense for such period.

         "Consolidated Interest Expense" means, with respect to any period of
computation thereof, the gross cash interest expense of Parent, Lessee and its
Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP applied on a Consistent Basis.

         "Consolidated Net Income" means, for any period of computation thereof,
the net income of Lessee and its Subsidiaries determined on a consolidated basis
in accordance with GAAP applied on a Consistent Basis.

         "Consolidated Shareholders' Equity" means, at any time as of which the
amount thereof is to be determined, shareholders' equity of the Parent, Lessee
and their Subsidiaries as determined on a consolidated basis in accordance with
GAAP applied on a Consistent Basis; provided, however, that in calculating
Consolidated Shareholder's Equity, any amount of Brazilian foreign currency
translation adjustment, whether positive or negative, shall be excluded in all
cases.

         "Consolidated Total Debt Ratio" means, with respect to Parent, Lessee
and their Subsidiaries, the ratio of Consolidated Total Indebtedness at such
date to Consolidated EBITDA for the Four-Quarter Period ending on or immediately
prior to the date of computation thereof; provided, however, that the
calculation of Consolidated EBITDA for the purpose of establishing the
Consolidated Total Debt Ratio for each of the four Four-Quarter Periods ending
next following the date of any Acquisition that is accounted for as a
"purchase" shall include the results of operations of the Person or assets so
acquired on a historical pro forma basis as if such Acquisition had been
consummated as a "pooling of interests," and which amounts may include such
adjustments as are permitted under Regulation S-X of the Securities and Exchange
Commission and reasonably satisfactory to the Administrative Agent.

         "Consolidated Total Indebtedness" means, with respect to Parent, Lessee
and their Subsidiaries at any time as of which the amount thereof is to be
determined, the sum of (i) Indebtedness for Money Borrowed of Parent, Lessee and
its Subsidiaries, (ii) all direct guaranties of non-consolidated Indebtedness of
any Person other than Subsidiaries and (iii) the face amount of all outstanding
letters of credit issued for the account of Parent, Lessee or any of its
Subsidiaries and all obligations (to the extent not duplicative) arising under
such letters of credit, all determined on a consolidated basis in accordance
with GAAP applied on a Consistent Basis; provided, however, that there shall be
excluded from the calculation of Consolidated Total Indebtedness guaranties by
Parent, Lessee or any of its Subsidiaries of non-consolidated Indebtedness of
another Person up to an aggregate principal amount of $10,000,000 and all
Indebtedness consisting of Capital Lease obligations incurred in connection with
off-balance sheet Sale and Leaseback Transactions.


                                      -9-
<PAGE>
         "Consolidated Total Profits Before Tax" means, for any period, the
total profits before extraordinary gains and losses and before Federal, state,
local and foreign income or similar taxes of Lessee and its Subsidiaries for
such period, as determined on a consolidated basis in accordance with GAAP
applied on a Consistent Basis.

         "Contingent Obligation" of any Person means all contingent liabilities
required (or which, upon the creation or incurring thereof, would be required)
to be included in the consolidated financial statements (including footnotes) of
such Person in accordance with GAAP applied on a Consistent Basis, including
Statement No. 5 of the Financial Accounting Standards Board, and any obligation
of such Person guaranteeing any Indebtedness, dividend or other obligation of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including obligations of such Person however incurred:

                  (i) to purchase such Indebtedness or other obligation or any
         property or assets constituting security therefor;

                  (ii) to advance or supply funds in any manner (A) for the
         purchase or payment of such Indebtedness or other obligation, or (B) to
         maintain a minimum working capital, net worth or other balance sheet
         condition or any income statement condition of the primary obligor;

                  (iii) to grant or convey any lien, security interest, pledge,
         charge or other encumbrance on any property or assets of such Person to
         secure payment of such Indebtedness or other obligation;

                  (iv) to lease property or to purchase securities or other
         property or services primarily for the purpose of assuring the owner or
         holder of such Indebtedness or obligation of the ability of the primary
         obligor to make payment of such Indebtedness or other obligation; or

                  (v) otherwise to assure the owner of such Indebtedness or such
         obligation of the primary obligor against loss in respect thereof

         "Core Business" of Lessee or any of its Subsidiaries means (a) the
sale, lease, delivery, installation, operation and/or maintenance by Lessee or
any of its Subsidiaries of computers, computer terminals and/or related hardware
and software pertaining to the operation of lotteries and/or similar games of
chance and/or pari-mutuel installations (including, without limitation,
lotteries (on-line, off-line, passive ticket, instant ticket, break-open ticket
and video), bingo, race tracks, jai alai, legalized bookmaking, off-track
betting, casino, keno and sports betting facilities), (b) any type of government
or state benefits processing or eligibility, (c) any type of commercial
processing, including debit and credit transactions, (d) any type of information
technology and the products and services related to such business, (e) any type
of communications services similar to that provided in (a) through (d) above and
(f) the employment of any hardware or software utilized in any of the business
described in (a) through (e) above whether by sale, lease, license or service in
either government or commercial enterprises worldwide.


                                      -10-
<PAGE>
         "Credit Agreement" means the Credit Agreement, dated as of June 22,
200l by and among Lessee, Bank of America, N.A., The Bank of Nova Scotia, Credit
Lyonnais New York Branch, Fleet National Bank and each other financial
institution which is a lender thereunder, as amended by Amendment No. 1 to
Credit Agreement dated as of December   , 2001.

         "Credit Parties" means, collectively, Lessee and the Guarantors.

         "Default" means any event, condition or failure which, with notice or
lapse of time or both, would become an Event of Default.

         "Default Payment Amount" is defined in Section 13.1 of the Lease.

         "Deficiency" is defined in Section 14.3 of the Lease.

         "Disposition" is defined in Section 5.2(d) of the Participation
Agreement.

         "Disposition Date" is defined in Section 5.2(d) of the Participation
Agreement.

         "Documentation Agent" means The Bank of Nova Scotia together with its
successors and assigns in such capacity.

         "Dollars" and the symbol "$" means dollars constituting legal tender
for the payment of public and private debts in the United States of America.

         "Domestic Subsidiary" means any Subsidiary of Lessee organized under
the laws of the United States of America, any state or territory thereof or the
District of Columbia.

         "Eligible Assignee" means (i) a Lender, (ii) an Affiliate of a Lender,
(iii) an Approved Fund and (iv) any other Person (other than a natural Person)
having an office within the United States approved by Administrative Agent and
unless (x) such Person is taking delivery of an assignment in connection with
physical settlement of a credit derivatives transaction or (y) an Event of
Default has occurred and is continuing at the time any assignment is effected in
accordance with Section 6.1 of the Participation Agreement, Lessee, each such
approval not to be unreasonably withheld (provided that the incurrence by Lessee
of additional costs pursuant to Section 7.4 of the Participation Agreement as a
result of such assignment shall constitute a reasonable basis for withholding
such consent) or delayed; provided, however, that neither Lessee nor an
Affiliate of Lessee nor a direct competitor of Lessee in the lottery and gaming
industry or to any entity with whom Lessee is restricted from entering into
transactions of the type contemplated by the Participation Agreement pursuant to
Applicable Law or any contract pursuant to which Lessee provides any lottery
products and/or services, shall qualify as an Eligible Assignee.

         "Eligible Securities" means all investment grade securities as
determined by the rating system of either S&P or Moody's, other securities not
subject to either such rating system which are of comparable investment grade
risk profile and any other class of securities previously approved in writing by
the Required Investors.

         "End of Term Report" is defined in Section 7.6 of the Participation
Agreement.

                                      -11-
<PAGE>
         "Environmental Audit" means, with respect to the Land, a Phase I
Environmental Assessment, dated no more than thirty (30) days prior to the
Closing Date, by the Environmental Consultant.

         "Environmental Consultant" mean Vanasse Hangen Brustlin, Inc. or such
other environmental consultant reasonably acceptable to Administrative Agent.

         "Environmental Laws" means and include the Resource Conservation and
Recovery Act of 1976, (RCRA) 42 U.S.C. Sections 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. Sections 9601-9657, (CERCLA), the
Hazardous Materials Transportation Act of 1975, 49 U.S.C. Sections 1801-1812,
the Toxic Substances Control Act, 15 U.S.C. Section 2601-2671, the Clean Air
Act, 42 U.S.C. Sections 7401 et seq., the Federal Insecticide, Fungicide and
Rodenticide Act, 7 U.S.C. Sections 136 et seq., and all similar federal, state
and local environmental laws, ordinances, rules, orders, statutes, decrees,
judgments, injunctions, codes and regulations, and any other federal, state or
local laws, ordinances, rules, codes and regulations, and any other federal,
state or local laws, ordinances, rules, codes and regulations relating to the
environment, human health or natural resources or the regulation or control of
or imposing liability or standards of conduct concerning human health, the
environment, Hazardous Materials or the clean-up or other remediation of the
Leased Property, or any part thereof, as any of the foregoing may have been from
time to time amended, supplemented or supplanted.

         "Environmental Permits" means all permits, licenses, authorizations,
certificates and approvals of Governmental Authorities required by Environmental
Laws.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute and all rules and
regulations promulgated thereunder.

         "ERISA Affiliate", as applied to Lessee, means any Person or trade or
business which is a member of a group which is under common control with Lessee,
who together with Lessee, is treated as a single employer within the meaning of
Section 414(b) and (c) of the Code.

         "Escrow Account" means the segregated escrow account established with
the Title Insurance Company into which the Fundings to be made on the Closing
Date are to be deposited and disbursed in accordance with the provisions of the
Escrow Agreement.

         "Escrow Agreement" means that certain Escrow Agreement dated on or
before the Closing Date among the Title Insurance Company, Lessor, Lessee,
Administrative Agent, General Partner and Original General Partners pertaining
to the transactions, including the Related Transaction, and the Funding and
other sources and uses of proceeds relating to the transactions to be closed on
the Closing Date.

         "Event of Default" means any Lease Event of Default or Loan Event of
Default.

         "Event of Loss" is defined in Section 10.1 of the Lease.


                                      -12-
<PAGE>
         "Event of Taking" is defined in Section 10.2 of the Lease.

         "Excepted Rights" means (i) the rights of each Person to whom an
Excluded Payment is to be paid, to enforce, demand and collect such Payment,
(ii) the rights of Lessor under Sections 5.2(d), 5.6(c), 5.7 and 5.8 of the Loan
Agreement, and (iii) the right of Lessor to veto a sale of the Leased Property
if the Net Sales Proceeds from such sale would be less than the Capital
Contribution.

         "Excess Interest Amount" is defined in Section 1.5(f) of the Loan
Agreement.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and the regulations promulgated thereunder.

         "Excluded Payments" means (i) indemnity payments payable directly to
Lessor, Partners, Indemnitee or Lender by Lessee pursuant to the Lease or the
Participation Agreement, as the case may be, (ii) amounts payable directly to
Lessor, Partners or the Lenders under the Lease in respect of public liability
insurance proceeds, (iii) fees payable to the Lenders or Partners pursuant to
Section 2.3(d) of the Participation Agreement, and (iv) any right to enforce the
payment against Lessee of any amount described in clauses (i), (ii) or (iii).

         "Excluded Taxes" means (i) Taxes which are both (A) imposed by the
jurisdiction in which the related Indemnitee is organized, a taxing authority
thereof or therein or by any other taxing authority of a United States
jurisdiction as a result of such Indemnitee doing business or maintaining an
office in such jurisdiction (other than any such taxes that such Indemnitee
establishes would not have been imposed but for (1) such Indemnitee having
executed, or enforced, an Operative Document or (2) any of the transactions
contemplated herein or in the other Operative Documents) and also (B) imposed
on, based on or measured by net income, capital or net worth of the related
Indemnitee (other than Taxes that are, or are in the nature of, sales, use,
rental, property or value added or similar taxes in any way, directly or
indirectly, related to the Leased Property or the Transaction); (ii) any Tax or
imposition to the extent, but only to such extent, it relates to any act, event
or omission that occurs after the termination of the Lease and redelivery or
sale of the Leased Property in accordance with the terms of the Lease (but not
any Tax or imposition that relates to any period prior to such termination and
redelivery); (iii) any Tax or imposition for so long as, but only for so long
as, it is being contested in accordance with the provisions of the Participation
Agreement; and (iv) any Tax which is imposed on an Indemnitee as a result of the
gross negligence or willful misconduct of such Indemnitee itself (as opposed to
gross negligence, fraud or willful misconduct imputed to such Indemnitee).

         "Existing Lender" means John Hancock Life Insurance Company (f/k/a John
Hancock Mutual Life Insurance Company) together with its trustee, State Street
Bank and Trust Company.

         "Existing Loan" means the loan by the Existing Lender to Lessor in the
original aggregate principal amount of $30,000,000 as evidenced by the 8.23%
Secured Notes Due September 1, 2013 of Lessor, dated August 26, 1993.

         "Facility Fee" is defined in Section 2.3(c)(i) of the Participation
Agreement.


                                      -13-
<PAGE>
         "Fair Market Sales Value" means, with respect to the Leased Property or
any portion thereof, the fair market sales value as determined by an independent
appraiser chosen by Lessor or, so long as the Loan is outstanding, the
Administrative Agent 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 Leased Property. Such fair market sales value
shall be calculated as the value for the use of the Leased Property, assuming,
in the determination of such fair market sales value, that the Leased Property
is in the condition and repair required to be maintained by the terms of the
Lease (unless such fair market sales value is being determined for purposes of
Section 13.1 of the Lease and except as otherwise specifically provided in the
Lease or the Participation Agreement, in which case this assumption shall not be
made).

         "FASB 13" means Statement of Financial Accounting Standards No. 13.

         "Fiscal Quarter" means the quarterly period of Lessee ending on the
last Saturday in each May, August, November and February of any Fiscal Year.

         "Fiscal Year" means the annual period of Lessee ending on the last
Saturday of each February.

         "Foreign Benefit Law" means any applicable statute, law, ordinance,
code, rule, regulation, order or decree of any foreign nation or any province,
state, territory, protectorate or other political subdivision thereof
regulating, relating to, or imposing liability or standards of conduct
concerning, any Plan.

         "Four-Quarter Period" means a period of four full consecutive Fiscal
Quarters of Parent, Lessee and its Subsidiaries, taken together as one
accounting period.

         "Funded Amount" means, as to General Partner, the Capital Contribution
and, as to each Lender, the outstanding principal amount of the Loan.

         "Funding" means any funding by the Funding Parties pursuant to Section
2.2 of the Participation Agreement.

         "Funding Date" means collectively, the Closing Date and each Scheduled
Payment Date during the Lease Term on which a Funding occurs under Section 2 of
the Participation Agreement.

         "Funding Notice" is a written notice, substantially in the form of
Exhibit D to the Participation Agreement to be delivered by Lessee prior to each
Funding Date pursuant to Section 3 of the Participation Agreement.

         "Funding Parties" means collectively, the General Partner and each
Lender.

         "Funding Party Balance" means (i) for General Partner as of any date of
determination, an amount equal to the sum of the outstanding Capital
Contribution, all accrued and unpaid Return on the Capital Contribution, all
unpaid related fees owing to General Partner under the


                                      -14-
<PAGE>
Operative Documents, and all other related amounts owing to General Partner by
Lessee under the Operative Documents, and (ii) for any Lender as of any date of
determination, an amount equal to the sum of the outstanding Loans of such
Lender, all accrued and unpaid interest thereon, all unpaid related fees owing
to such Lender under the Operative Documents, and all other related amounts
owing to such Lender by Lessee under the Operative Documents.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect from time to time.

         "General Partner" means Post Office Square Funding Inc., an Ohio
corporation, together with its successors and assigns under the Partnership
Agreement.

         "General Partner Interest" means the interest of the General Partner in
the Lessor.

         "Government Securities" means direct obligations of, or obligations the
timely payment of principal and interest on which are fully and unconditionally
guaranteed by, the United States of America.

         "Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, decrees,
licenses, exemptions, publications, filings, notices to and declarations of or
with, or required by, any Governmental Authority, or required by any Applicable
Law and shall include, without limitation, all citings, environmental and
operating permits and licenses that are required for the use, occupancy, zoning
and operation of the Leased Property.

         "Governmental Authority" shall mean any Federal, state, municipal,
national or other governmental department, commission, board, bureau, court,
agency or instrumentality or political subdivision thereof or any entity or
officer exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to any government or any court, in
each case whether associated with a state of the United States, the United
States, or a foreign entity or government.

         "Guarantors" means, collectively, (i) the Parent, (ii) each Material
Domestic Subsidiary existing on the Closing Date and (iii) any other Person who
shall become a Material Domestic Subsidiary after the Closing Date and shall
execute and deliver to the Lessor and the Indemnitees a Guaranty as provided in
Section 5.1(w) of the Participation Agreement.

         "Guarantors' Obligations" and "Guarantor's Obligations" are defined in
paragraph 1 of the Guaranty.

         "Guaranty" means, collectively, (i) the Parent Guaranty and (ii) each
Guaranty of one or more Guarantors hereafter delivered in accordance with
Section 5.1(w) of the Participation Agreement for the benefit of the Lessor and
the Indemnitees, substantially in the form of Exhibit I to the Participation
Agreement delivered as of the Closing Date and otherwise in accordance with such
Section 5.1(w).

         "Hazardous Material" means and includes any pollutant, contaminant, or
hazardous, toxic or dangerous waste, substance or material (including without
limitation petroleum products,


                                      -15-
<PAGE>
asbestos-containing materials and lead), the generation, handling, storage,
transportation, disposal, treatment, release, discharge or emission of which is
subject to any Environmental Law.

         "Indebtedness" of a Person means, without duplication, (i) all
Indebtedness for Money Borrowed, (ii) all obligations of such Person arising
under acceptance facilities, (iii) the undrawn face amount of, and unpaid
reimbursement obligations in respect of, all letters of credit issued for the
account of such Person, (iv) all obligations of such Person upon which interest
charges are actually paid, (v) all obligations of such Person under conditional
sale or other title retention agreements relating to property purchased by such
Person (even though the rights and remedies of the seller or lender under such
agreement in the event of default are limited to repossession or sale of such
property), (vi) all executory obligations of such Person in respect of Rate
Hedging Obligations, and (vii) all Contingent Obligations in respect of
Indebtedness set forth in clauses (i) through (vi) above of Persons other than
Lessee or any Subsidiary. "Indebtedness" shall not include, however, any
Synthetic Lease Obligations or any intercompany indebtedness of Lessee and its
Subsidiaries.

         "Indebtedness for Money Borrowed" means with respect to any Person,
without duplication, (i) all indebtedness in respect of money borrowed evidenced
by a promissory note, bond, debenture or similar written obligation for the
payment of money, and (ii) all obligations under Capital Leases, and the
deferred purchase price of any property or services, including in each case all
such items incurred by any partnership or joint venture as to which such Person
is liable as a general partner or joint venturer, and excluding in each case
trade payables and accrued expenses incurred in the ordinary course of business.
"Indebtedness for Money Borrowed" shall not include, however, any Synthetic
Lease Obligations.

         "Indemnitee" means the Administrative Agent, the Lenders, the Partners,
Lessor and their respective Affiliates, successors, permitted assigns, permitted
transferees, employees, officers, directors and agents and in both their
partnership and individual capacities, as applicable; provided, however, that in
no event shall Lessee be an Indemnitee.

         "Indemnitee Group" means the respective Affiliates, employees,
officers, directors and agents of each Indemnitee, as applicable.

         "Insurance Requirements" means all requirements, duties and obligations
necessary under the insurance policies which are required under Article VIII of
the Lease in order to maintain such policies in full force and effect as against
the insured party named therein.

         "Interest Period" means:

         (a) initially, the period commencing on (and including) the Closing
Date and ending on (but excluding) the first day of the following calendar
month;

         (b) thereafter, each period commencing on (and including) the last day
of the immediately preceding Interest Period and ending on (but excluding) the
date which numerically corresponds to such date one (l), two (2), three (3), six
(6) or twelve (12) months thereafter, as selected by Lessor (or Lessee on its
behalf) in its applicable Interest Period Notice;



                                      -16-
<PAGE>
provided, however, that the foregoing provisions relating to Interest Periods
are subject to the following:

                  (x) if any Interest Period would otherwise end on a day that
         is not a Business Day, such Interest Period shall be extended to the
         next succeeding Business Day unless the result of such extension would
         be to carry such Interest Period into another calendar month in which
         event such Interest Period shall end on the immediately preceding
         Business Day;

                  (y) any Interest Period that would otherwise extend beyond the
         Maturity Date shall end on the Maturity Date; and

                  (z) the Interest Period for Loans made on Scheduled Payment
         Date for the payment of the Accreted Amount shall be deemed to be the
         same as the Interest Period in effect on such Scheduled Payment Date.

         "Interest Period Notice" is defined in Section 1 of the Loan Agreement.

         "Interest Rate" means (a) with respect to any LIBOR Loan, the
Applicable Rate and (b) with respect to any Loan other than a LIBOR Loan, the
Alternative Rate.

         "Investment Commitment" means, with respect to any investment, loan or
advance, the amount initially advanced, invested or disbursed less an amount
equal to the sum of (i) repayments of such advances, including all interest
income therefrom, (ii) dividends and other distributions received from such
Person paid or made on securities issued solely in consideration of such
investment, (iii) net gains on sales or other dispositions of capital stock,
securities or assets of such Person purchased with such investment, and (iv) all
other net profits or other amounts net of expenses realized from such investment
or advance and all other net returns on Capital Expenditures, provided that the
aggregate amount of all such repayments, dividends, net gains, profits and other
amounts so deducted with respect to each such investment, advance or Capital
Expenditure shall not exceed the initial principal amount of such investment,
advance or Capital Expenditure.

         "Land" means that certain parcel of land consisting of approximately
26.47 acres, located on Technology Way, West Greenwich, Rhode Island, as more
particularly described in Exhibit A to the Lease.

         "Laws" means all ordinances, statutes, rules, regulations, orders,
injunctions, writs, treaties or decrees of any governmental or political
subdivision or agency thereof, or of any court or similar entity established by
any thereof.

         "Lease" means the Second Amended and Restated Indenture of Lease, dated
as of December 14,2001, by and between the Lessee and Lessor.

         "Lease Balance" means, with respect to the Leased Property, as of any
date of determination, an amount equal to the aggregate sum of the outstanding
Funded Amounts of all Funding Parties, all accrued and unpaid interest on the
Loans, all accrued and unpaid Return on Capital Contributions, Breakage Costs,
all unpaid fees owing to the Funding Parties under the


                                      -17-
<PAGE>
Operative Documents, and all other amounts due and payable by Lessee under the
Operative Documents.

         "Lease Default" means a Default under the Lease which, with the giving
of notice or passage of time or both, would constitute a Lease Event of Default.

         "Lease Event of Default" means an Event of Default as defined in
Article XII of the Lease.

         "Lease Rentals" means, for any period, the sum of the rental and other
obligations required to be paid by Lessee under any lease, excluding any amounts
required to be paid by Lessee (whether or not designated as rental or additional
rental) on account of maintenance and repairs, insurance, taxes and similar
charges.

         "Lease Term" is defined in Section 3.1 of the Lease.

         "Lease Termination Adjustment" is defined in Section 14.3 of the Lease.

         "Lease Termination Date" means the earliest to occur of (A) January
1,2007, or (B) the date on which the Lease is terminated pursuant to its terms.

         "Leased Property" means collectively, the Land and the Building and
other rights as defined in Section 2.1 of the Lease.

         "Lender" means any entity making Loans pursuant to the Loan Agreement
and the Participation Agreement and designated as such therein together with its
successors and assigns.

         "Lessee" means GTECH Corporation, a Delaware corporation, together with
its successors and assigns.

         "Lessee Disposition Conditions" is defined in Section 14.3 of the
Lease.

         "Lessee Risk Percentage" means, with respect to the Leased Property,
89.4975%.

         "Lessee's Liabilities" is defined in paragraph 1 of the Guaranty.

         "Lessor" means West Greenwich Technology Associates, L.P., a Rhode
Island limited partnership, together with its successors and assigns.

         "Lessor Liens" means Liens on or against the Leased Property, the Lease
or any payment of Rent (a) which result from any act or omission of, or any
Claim against, Lessor unrelated to the transactions contemplated by the
Operative Documents or (b) which result from any Tax owed by Lessor, except any
Tax for which Lessee is obligated to pay or indemnify (including, without
limitation, in the foregoing exception, any assessments with respect to the
Leased Property noted on the related Title Policy or assessed in connection with
any Alterations by Lessee) under the Operative Documents.

         "Lessor Option Period" is defined in Section 5.7(a) of the Loan
Agreement.


                                      -18-
<PAGE>
         "Lessor Risk Percentage" means, with respect to the Leased Property,
10.5025%.

         "LIBOR Funded Amounts" means those Loans and Capital Contribution that
bear interest and Return, respectively, based on the LIBOR Rate.

         "LIBOR Loan" means a Loan that bears interest at the Applicable Rate.

         "LIBOR Rate" means for each Interest Period for the LIBOR Funded
Amounts (including without limitation conversions, extensions and renewals), a
per annum interest rate equal to a fraction, expressed as a percentage (rounded
upward to the nearest one-sixteenth (l/16) of one percent (1%)) (a) with the
numerator equal to a per annum interest rate determined by the Administrative
Agent on the basis of the offered rates for deposits in Dollars for a period of
time corresponding to such Interest Period (and commencing on the first day of
such Interest Period), reported on Telerate page 3750 as of 11:00 a.m. (London
time) two (2) Business Days before the first day of such Interest Period and (b)
the denominator equal to 100% minus the LIBOR Reserve Percentage. In the event
no such offered rates appear on Telerate page 3750, "LIBOR Rate" shall mean for
the Interest Period for the LIBOR Funded Amounts, a per annum interest rate
equal to a fraction, expressed as a percentage (rounded upward to the nearest
one-sixteenth (1/16) of one percent (1%)) (c) with the numerator equal to a per
annum interest rate determined by the Administrative Agent on the basis of the
offered rates for deposits in dollars for a period of time corresponding to such
Interest Period (and commencing on the first day of such Interest Period), which
appear on the Reuters Screen LIBO Page as of 1l:00 a.m. (London time) two (2)
Business Days before the first day of such Interest Period (provided that if at
least two (2) such offered rates appear on the Reuters Screen LIBO Page, the
rate in respect of such Interest Period will be the arithmetic mean of such
offered rates) and (d) the denominator equal to 100% minus the LIBOR Reserve
Percentage. As used herein, "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates Service (or such
other page as may replace the LIBO page on that service for the purpose of
displaying London interbank offered rates of major banks) ("RMMRS"). In the
event the RMMRS is not then quoting such offered rates, "LIBOR Rate" shall mean
for the Interest Period for the LIBOR Funded Amounts, a per annum interest rate
equal to a fraction, expressed as a percentage (rounded upward to the nearest
one-sixteenth (l/16) of one percent (1%)) (e) with the numerator equal to the
average per annum rate of interest determined by the Administrative Agent (each
such determination to be conclusive and binding) as of two (2) Business Days
prior to the first day of such Interest Period, as the effective rate at which
deposits in immediately available funds in U.S. dollars are being, have been, or
would be offered or quoted by KeyBank National Association to major banks in the
applicable interbank market for LIBOR deposits at any time during the Business
Day which is the second Business Day immediately preceding the first day of such
Interest Period, for a term comparable to such Interest Period and in the amount
of the requested LIBOR Funded Amounts and (f) the denominator equal to 100%
minus the LIBOR Reserve Percentage. If no such offers or quotes are generally
available for such amount, then the Administrative Agent shall be entitled to
determine the LIBOR Rate from another recognized service or interbank quotation,
or by estimating in its reasonable judgment the per annum rate (as described
above) that would be applicable if such quote or offers were generally
available. A determination by Administrative Agent as to the amounts payable or
interest rates applicable to the calculations set forth above shall be
conclusive absent manifest error.


                                      -19-
<PAGE>
         "LIBOR Reserve Percentage" means with respect to each Interest Period,
the aggregate (without duplication) of the maximum rates (expressed as a
decimal) of reserve requirements in effect on the first day of such Interest
Period (including without limitation basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed on eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D) maintained by a member bank of the Federal Reserve
System.

         "Lien" means any interest in property securing any obligation owed to,
or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the lien of security interest arising from a mortgage, encumbrance,
pledge, security agreement, conditional sale or trust receipt or a lease,
consignment or bailment for security purposes. For the purposes of this
definition, a Person shall be deemed to be the owner of any property which it
has acquired or holds subject to a conditional sale agreement, financing lease,
or other arrangement pursuant to which title to the property has been retained
by or vested in some other Person for security purposes.

         "Limited Partner" means GTECH Corporation, a Delaware corporation,
together with its successors and assigns under the Partnership Agreement.

         "Limited Partner Interest" means the interest of the Limited Partner in
the Lessor.

         "Limiting Event" is defined in Section 13.3 of the Lease.

         "Limiting Event Obligation" means the payment and performance
obligations set forth in Section 13.3 of the Lease.

         "Limiting Event Risk Conditions" means, collectively, the following:
(A) Lessee has not exercised any purchase option under the Operative Documents
with respect to the General Partner Interest; (B) Lessee has not effected a
return of the Leased Property under Section 14.1 of the Lease as part of its
end-of-Lease Term options; (C) Lessee has paid and performed the Limiting Event
Obligations related to the Leased Property; (D) the Lease has not been
terminated following the related Event of Default; and (E) the Leased Property
is owned by Lessor, free and clear of all Liens.

         "Loan" shall have the meaning specified in Section 1.1 of the Loan
Agreement, and shall include reference to the Tranche A Loans and the Tranche B
Loans, as applicable as such Loan is increased during the Lease Term pursuant to
Section 2.2(c) of the Participation Agreement.

         "Loan Agreement" means the Loan Agreement, dated as of December
14, 2001, among Lessor, Administrative Agent and each of the Lenders.

         "Loan Balance" means, with respect each Loan, an amount equal to the
aggregate sum of the outstanding Funded Amount of such Loan, all accrued and
unpaid interest on such Loan, Breakage Costs, all unpaid fees owing to the
Lender of such Loan under the Operative Documents, and all other amounts due and
payable by Lessee with respect to such Loan under the Operative Documents.


                                      -20-
<PAGE>
         "Loan Default" means any event, condition or failure which, with notice
or lapse of time or both, would become a Loan Event of Default.

         "Loan Event of Default" means any of the events specified in Section
5.1 of the Loan Agreement, provided that any requirement for the giving of
notice, the lapse of time, or both, or any other condition, event or act has
been satisfied.

         "Loss Proceeds" is defined in Section 10.6 of the Lease.

         "Material Adverse Effect" means a material adverse effect on (i) the
business, properties, operations or condition, financial or otherwise, of the
Parent or Lessee and its Subsidiaries, taken as a whole, (ii) the ability of the
Parent, Lessee or the Credit Parties taken as a whole to pay or perform their
respective obligations, liabilities and indebtedness under the Operative
Documents as such payment or performance becomes due in accordance with the
terms thereof, (iii) the validity, legality or enforceability of any of the
Operative Documents or (iv) the Fair Market Sales Value, utility, condition,
useful life or residual value of the Leased Property.

         "Material Domestic Subsidiary" means each Material Subsidiary which is
a Domestic Subsidiary.

         "Material Indebtedness" is defined in Article XII of the Lease.

         "Material Subsidiary" means the Passive Investment Company and any
direct or indirect Subsidiary of Lessee (other than Transactive Corporation)
which (i) has total assets equal to or greater than 5% of Consolidated Assets
(calculated as of the most recent fiscal period with respect to which the
Administrative Agent shall have received financial statements required to be
delivered pursuant to Section 5.1(a) of the Participation Agreement (or if prior
to delivery of any financial statements pursuant to such Section, then
calculated with respect to the Fiscal Year end financial statements referenced
in Section 5.1(a) of the Participation Agreement (the "Required Financial
Information")) or (ii) has profits equal to or greater than 5% of Consolidated
Total Profits Before Tax (calculated for the most recent period for which the
Administrative Agent has received the Required Financial Information); provided,
however, that any Material Subsidiary under clauses (i) or (ii) above shall
cease to be a Material Subsidiary and shall be released immediately from its
Guaranty or obligation to provide a Guaranty, as the case may be, if it or
substantially all of its assets are sold or conveyed in a transaction otherwise
permitted under the Participation Agreement.

         "Maturity Date" means the Lease Termination Date.

         "Maximum Lease Balance" is defined in Section 2.2(d) of the
Participation Agreement.

         "Maximum Lessee Risk Amount" means the product of (i) the Lessee Risk
Percentage and (ii) the Property Cost.

         "Maximum Lessor Risk Amount" means the product of (i) the Lessor Risk
Percentage and (ii) the Property Cost.

         "Maximum Rate" is defined in Section 1.5(f) of the Loan Agreement.


                                      -21-
<PAGE>
      "Memorandum of Lease" means the Second Amended and Restated Memorandum of
Lease and Open-End Mortgage Deed, Security Agreement and Fixture Filing dated as
of December 14, 200l which is recorded, filed or otherwise made of record in the
West Greenwich, Rhode Island Land Records on or about the Closing Date.

      "Moody's" means Moody's Investors Service, Inc.

      "Mortgage" means, with respect to the Leased Property, the Open-End
Mortgage Deed, Security Agreement and Fixture Filing, dated as of the Closing
Date, by Lessor to or for the benefit of Administrative Agent, as mortgagee, in
the form of Exhibit A-1 attached to the Participation Agreement, with such
modifications as are satisfactory to Lessor and the Administrative Agent in
conformity with Applicable Law to assure customary remedies in favor of the
Administrative Agent in the jurisdiction where the Leased Property is located.

      "Multiemployer Plan" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which Lessee or any ERISA Affiliate is making, or is
accruing an obligation to make, contributions or has made, or been obligated to
make, contributions within the preceding six (6) Fiscal Years.

      "Net Sales Proceeds" is defined in Section 14.3(c) of the Lease.

      "Note" means any Tranche A Note or Tranche B Note.

      "Note Agreement" means that certain Note and Guarantee Agreement dated as
of May 15, 1997 by and among Lessee, the Parent and the note purchasers
thereunder, as in effect on the Closing Date, pursuant to which Lessee has
issued the Private Placement Debt.

      "Notes" means, collectively, the Tranche A Notes and the Tranche B Notes.

      "Obligations" means the obligations, liabilities and Indebtedness of
Lessee arising under the Lease, the Participation Agreement and the other
Operative Documents.

      "Operating Documents" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the bylaws, operating agreement, partnership agreement, limited partnership
agreement or other similar applicable documents relating in a material way to
the operation, governance or management of such entity.

      "Organizational Action" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
any corporate, organizational or partnership action (including any required
board of directors, shareholder, member or partner action), or other similar
official action, as applicable, taken by such entity.

      "Organizational Documents" means with respect to any corporation, limited
liability company, partnership, limited partnership, limited liability
partnership or other legally authorized incorporated or unincorporated entity,
the articles of incorporation, certificate of


                                      -22-
<PAGE>
incorporation, articles of organization, certificate of limited partnership, or
other applicable organizational or charter documents relating to the creation of
such entity.

      "Operative Documents" means the Participation Agreement, the Lease
including the Memorandum of Lease, each Guaranty, the Notes, the Loan Agreement,
the Assignment of Lease, the Mortgage, the Pledge, the Escrow Agreement and the
other documents delivered in connection with the transactions contemplated by
the Participation Agreement other than the Partnership Agreement.

      "Original General Partners" means GP Technology Associates, L.P. and GP
Technology, Inc.

      "Original Lease" is defined in the Preliminary Statement of the
Participation Agreement.

      "Original Partnership Agreement" is defined in the Preliminary Statement
of the Participation Agreement.

      "Overdue Rate" means the lesser of (a) the highest interest rate permitted
by Applicable Law and (b) an interest rate per annum (calculated on the basis of
a 365-day (or 366-day, if appropriate) year equal to (i) with respect to sums
due the Lenders, 2.0% above the Applicable Rate or the Alternative Rate,
whichever is in effect from time to time and (ii) with regard to sums due the
General Partner, 2.0% above the Return.

      "Parent" means GTECH Holdings Corporation, a Delaware corporation, and
owner of all of the common stock of Lessee.

      "Parent Guaranty" means that certain Guaranty of the Parent and each
Material Domestic Subsidiary existing on the Closing Date, dated as of the
Closing Date in favor of Lessor and the Indemnitees and guaranteeing payment of
the Obligations, as the same may be amended, modified or supplemented from time
to time.

      "Participation Agreement" means the Participation Agreement, dated as of
December 14, 2001 among Lessee, Lessor, General Partner, the Lenders, the
Documentation Agent, the Syndication Agent and the Administrative Agent,
together with any amendments and supplements thereto.

      "Partners" means each Limited Partner and each General Partner of the
Lessor.

      "Partner Advance" is defined in Section 2.2(a) of the Participation
Agreement.

      "Partnership" means the Lessor, West Greenwich Technology Associates,
L.P., a Rhode Island limited partnership, together with its successors and
assigns.

      "Partnership Agreement" means the Second Amended and Restated Agreement of
Limited Partnership, dated as of December 14, 2001, between the Limited Partner
and the General Partner, together with all amendments and supplements thereto.


                                      -23-
<PAGE>
      "Partnership Interest" means the respective interests of the Limited
Partner and the General Partner in the Lessor.

      "Passive Investment Company" means a single wholly owned Subsidiary of
Lessee whose function and activity shall be restricted solely to one or more of
the following: (a) the purchase of all or a portion of Lessee's accounts
receivable, (b) the purchase of all or a portion of the intellectual property of
Lessee upon the condition that such intellectual property be licensed back to
Lessee and (c) the lending of money to and management of investments of Lessee
and its Subsidiaries.

      "Payment Office" means the office of Administrative Agent at 127 Public
Square, 4th Floor, Cleveland, Ohio 44114, Attention: Kim A. Richmond, or such
other office as Administrative Agent may designate in writing to Lessee, Lessor,
General Partner and the Lenders.

      "PBGC" means the Pension Benefit Guaranty Corporation, and any successor
thereto.

      "Pension Plan" means any employee pension benefit plan within the meaning
of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to
the provisions of Title IV of ERISA or Section 412 of the Code and which (i) is
maintained for employees of Lessee or any of its ERISA Affiliates or is assumed
by Lessee or any of its ERISA Affiliates in connection with any Acquisition or
(ii) has at any time been maintained for the employees of Lessee or any current
or former ERISA Affiliate.

      "Permitted Investments" means any one or more of the following:

                  (1)   direct obligations of, or obligations guaranteed as to
timely payment of principal and interest by, the United States of America
("USA") or any agency or instrumentality thereof provided that such obligations
are backed by the full faith and credit of the USA;

                  (2)   repurchase obligations with respect to any security
described in clause (a) above entered into with a depository institution or
trust company (acting as principal) whose long-term unsecured debt obligations
have received one of the two highest ratings available for such securities by at
least two of the Rating Agencies;

                  (3)   units of taxable money market funds which funds are
regulated investment companies, seek to maintain a constant net asset value per
share and invest solely in obligations backed by the full faith and credit of
the United States of America, and have been designated in writing by at least
two of the Rating Agencies in one of the two highest credit rating categories as
Permitted Investments with respect to this definition; provided in each case,
that no such investment shall be purchased at a premium to its face value
(disregarding interest accrued to the date of acquisition) and that no such
investment shall have a maturity later than the earlier of (x) the Business Day
before the proceeds of such investment are anticipated to be needed pursuant to
the related Operative Documents or otherwise, or (y) one year from the date of
acquisition;


                                      -24-
<PAGE>
                  (4)   commercial paper which is (i) rated at least "AA-1" by
Standard & Poor's Ratings Service and, if rated by Fitch Inc., "AF-1", (ii)
issued by a corporation or company (other than any Mortgagor or affiliate
thereof) and (iii) in certificated form; and

                  (5)   investments in money market funds rated at least AAm@ or
AAm-G@ or its equivalent from any Rating Agency (provided that, for purposes of
this definition, such investments may include money market funds sponsored by
the Administrative Agent that have the required credit rating from any Rating
Agency).

      "Permitted Liens" means the following with respect to the Leased Property:
(a) the respective rights and interests of Lessee, Lessor, and the
Administrative Agent, as provided in the Operative Documents, (b) Liens for
Taxes not yet due or payable or being contested in good faith pursuant to the
second paragraph of Section 3.7 of the Lease, (c) materialmen's, mechanics',
workers', repairmen's, employees' or other like Liens arising after the Closing
Date in the ordinary course of business for amounts either not yet due or being
contested in good faith in accordance with such paragraph of Section 3.7 of the
Lease, (d) Liens arising after the Closing Date out of judgments or awards with
respect to which at the time an appeal or proceeding for review is being
prosecuted in good faith, so long as the enforcement thereof has been stayed
pending such appeal or review and the entire amount of the award or judgment is
bonded by sureties acceptable to each Lender and Lessor, (e) easements, rights
of way, reservations, servitudes and rights of others against the Land which are
listed on Schedule B to the Title Policy and (f) assignments, leases and
subleases expressly permitted by the Operative Documents and consented to by the
Administrative Agent and the Lessor.

      "Person" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

      "Plan" means (i) any employee benefit plan, including any Pension Plan,
within the meaning of Section 3(3) of ERISA which (A) is maintained for
employees of Lessee or any of its ERISA Affiliates, or any Subsidiary or is
assumed by Lessee or any of its ERISA Affiliates, or any Subsidiary in
connection with any Acquisition or (B) has at any time been maintained for the
employees of Lessee, any current or former ERISA Affiliate, or any Subsidiary,
but excluding any employee benefit plan that has been assumed by any other
Person in connection with the sale of an ERISA Affiliate or Subsidiary and under
which neither Lessee or any ERISA Affiliate has any continuing liability under
ERISA and (ii) any plan, arrangement, understanding or scheme maintained by
Lessee or any Subsidiary that provides retirement, deferred compensation,
employee or retiree medical or life insurance, severance benefits or any other
benefit covering any employee or former employee and which is administered under
any Foreign Benefit Law or regulated by any Governmental Authority other than
the United States of America.

      "Plans and Specifications" means with respect to the Building or other
improvements on the Land the final plans and specifications for such Building as
such Plans and Specifications may be hereafter amended, supplemented or
otherwise modified from time to time.


                                      -25-
<PAGE>
      "Pledge" means the Collateral Assignment and Pledge of Limited Partnership
Interest, dated as of the Closing Date, from Lessee, as Limited Partner, to
Lessor, of its Limited Partner Interest, as security for the Secured
Obligations.

      "Priority Debt" means the sum (without duplication) of (i) the aggregate
unpaid principal amount of Indebtedness of Parent, Lessee or any Material
Subsidiary secured by Liens (other than Liens permitted by Section 5.2(b)(i),
(ii), (iii), (iv), (v), (vii), (viii), (ix) and (x) of the Participation
Agreement), plus (ii) all outstanding Attributable Debt of Parent, Lessee or any
Material Subsidiary (other than Attributable Debt with respect to any Sale and
Leaseback Transaction permitted by Section 5.2(l)(i) and (ii) of the
Participation Agreement) plus (iii) the aggregate unpaid principal amount of all
Indebtedness of all Material Subsidiaries (other than Indebtedness to Parent or
Lessee or Indebtedness of any Subsidiary permitted under the Participation
Agreement and permitted under Section 10.5(a) through (d) of the Note Agreement.

      "Private Placement Debt" means Indebtedness of up to an aggregate
principal amount of $300,000,000 evidenced by certain 7.75% Series A Senior
Guaranteed Notes due 2004 and 7.87% Series B Senior Guaranteed Notes due 2007
issued by Lessee pursuant to the Note Agreement.

      "Property" of a Person means any and all property, whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned or leased
by such Person.

      "Property Cost" means an amount equal to $31,300,000.

      "Purchase Notice" is defined in Section 11.01(a) of the Partnership
Agreement.

      "Purchase Option" means the option of the Limited Partner to purchase the
General Partner Interest under Section 11.01 of the Partnership Agreement.

      "Purchase Option Price" is defined in Section 11.01 of the Partnership
Agreement.

      "Rate Hedge Value" means, with respect to each contract, instrument or
other arrangement creating a Rate Hedging Obligation, the net obligations of
Lessee or any Subsidiary thereunder equal to the termination value thereof as
determined in accordance with its provisions (if such Rate Hedging Obligation
has been terminated) or the mark to market value thereof as determined on the
basis of available quotations from any recognized dealer in, or from Bloomberg
or other similar service providing market quotations for, the applicable Rate
Hedging Obligation (if such Rate Hedging Obligation has not been terminated).

      "Rate Hedging Obligations" means, without duplication, any and all
obligations of Lessee or any Subsidiary, whether absolute or contingent and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor),
under (i) any and all agreements, devices or arrangements designed to protect at
least one of the parties thereto from the fluctuations of interest rates,
exchange rates or forward rates applicable to such party's assets, liabilities
or exchange transactions, including, but not limited to, Dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts, warrants and those


                                      -26-
<PAGE>
commonly known as interest rate "swap" agreements; (ii) all other "derivative
instruments" as defined in FASB 133 and which are subject to the reporting
requirements of FASB 133; and (iii) any and all cancellations, buybacks,
reversals, terminations or assignments of any of the foregoing. For purposes of
any computation hereunder, each Rate Hedging Obligation shall be valued at the
Rate Hedge Value thereof.

      "Rating Agency" means any of S&P, Moody's or another nationally recognized
rating agency acceptable to the Administrative Agent.

      "Recipients" is defined in Section 10.9 of the Participation Agreement.

      "Register" is defined in Section 6.1 of the Participation Agreement.

      "Regulation D" means Regulation D of the Board as the same may be amended
or supplemented from time to time.

      "Regulations" means the income tax regulations promulgated from time to
time under and pursuant to the Code.

      "Regulatory Change" means any change in, or the adoption or making of new,
United States Federal or state laws or regulations (including Regulation D and
capital adequacy regulations) or foreign laws or regulations or the adoption or
making after the date hereof of any interpretations, directives or requests
applying to a class of banks, which includes any of the Funding Parties, under
any United States Federal or state or foreign laws or regulations (whether or
not having the force of law) by any court or Governmental Authority or monetary
authority charged with the interpretation or administration thereof or
compliance by any Funding Party with any request or directive, whether or not
having the force of law, whether or not failure to comply therewith would be
unlawful.

      "Related Agreements" is defined in paragraph 3 of the Guaranty.

      "Related Transaction" is defined in Section 2.1(a) of the Participation
Agreement.

      "Release" means the release, deposit, disposal, transportation or leak 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, pouring, escaping, emptying, placement and the like.

      "Release Date" means the earlier of (i) the date that the Lease Balance
has been paid in full, and (ii) the date on which the Lenders and Administrative
Agent give notice to Lessor that the Lenders and Administrative Agent release
any and all interest they may have in the Leased Property, and all proceeds
thereof, and any rights to direct, consent or deny consent to any action by
Lessor with respect to such Leased Property.

      "Remarketing Obligation" is defined in Section 14.1 of the Lease.

      "Remarketing Period" is defined in Section 14.1 of the Lease


                                      -27-
<PAGE>
      "Rent" means, collectively, Basic Rent and Additional Rent.

      "Rent Period" means, with respect to the Leased Property, initially the
period commencing on the Closing Date for the Leased Property and ending on the
next Scheduled Payment Date, and thereafter each period from such Scheduled
Payment Date to the next following Scheduled Payment Date.

      "Replacement Property" has the meaning set forth in Section 2.1(a) of the
Participation Agreement.

      "Required Investors" means, at any time, Lenders and General Partner
holding interests (Loans and Capital Contributions) representing 51% or more of
the aggregate unpaid principal amount of Loans and Capital Contributions
outstanding as of the date of determination.

      "Required Lenders" means the Lenders holding 51% or more of the aggregate
unpaid principal amount of Loans outstanding as of the date of determination.

      "Responsible Officer" means any of the Chairman, Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, Vice President and Treasurer,
Vice President and Controller, and Director of Treasury of Lessee or any other
Person expressly designated by the Chief Financial Officer or the Treasurer of
Lessee (or the Board of Directors of Lessee) as an authorized representative of
Lessee, as set forth from time to time in a certificate in the form of Exhibit F
to the Participation Agreement.

      "Return" is defined in Section 2.3 of the Participation Agreement.

      "Return Protection Amount" is defined in Section 7.5 of the Participation
Agreement.

      "S&P" means Standard & Poor's Rating Services, a division of the McGraw
Hill Companies, Inc.

      "Sale and Leaseback Transaction" means a transaction or series of
transactions pursuant to which Lessee or any Material Subsidiary shall sell or
transfer to any Person any property, whether now owned or hereafter acquired,
and, as part of the same transaction or series of transactions, Lessee or any
Material Subsidiary shall lease as lessee, or similarly acquire the right to
possession or use of, such property for a period in excess of three years.

      "Scheduled Payment Date" means the first day of each calendar month, or,
if such day is not a Business Day, the next Business Day.

      "SEC" means the United States Securities and Exchange Commission.

      "Secured Obligations" is defined in Section 1 of the Pledge.

      "Secured Obligations Default" is defined in Section 3 of the Pledge.

      "Securities" means any stock, shares, voting trust certificates, bonds,
debentures, notes or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or


                                      -28-
<PAGE>
in general any instruments commonly known as "securities", or any certificates
of interest, shares, or participations in temporary or interim certificates for
the purchase or acquisition of, or any right to subscribe to, purchase or
acquire any of the foregoing.

      "Securities Act" means the Securities Act of 1933, as amended.

      "Shortfall Amount" is defined in Section 7.6 of the Participation
Agreement.

      "Single Employer Plan" means any employee pension benefit plan covered by
Title IV of ERISA and in respect of which Lessee or any Subsidiary is an
"employer" as described in Section 4001(b) of ERISA, which is not a
Multiemployer Plan.

      "Solvent" means, when used with respect to any Person, that at the time of
determination:

            (i)   the fair value of its assets (both at fair valuation and at
      present fair saleable value on an orderly basis) is in excess of the total
      amount of its liabilities, including Contingent Obligations; and

            (ii)  it is then able and expects to be able to pay its debts as
      they mature; and

            (iii) it has capital sufficient to carry on its business as
      conducted and as proposed to be conducted.

      "Structuring Fee" is defined in Section 2.3(c)(ii) of the Participation
Agreement.

      "Subsidiary" means (i) any corporation or other entity in which more than
50% of its outstanding Voting Securities or more than 50% of all equity
interests is owned directly or indirectly by Lessee and/or by one or more of
Lessee's Subsidiaries at or after the Closing Date or (ii) any joint venture
whose financial information and operations are required to be consolidated in
the financial statements of Lessee in accordance with GAAP applied on a
Consistent Basis.

      "Subsidiary Debt" means, without duplication, that portion of Consolidated
Total Indebtedness incurred by any Subsidiary.

      "Subsidiary Securities" means the shares of capital stock or the other
equity interests issued by or equity participations in any Subsidiary, whether
or not constituting a "security" under Article 8 of the Uniform Commercial Code
as in effect in any jurisdiction.

      "Surrender Obligation" is defined in Section 14.6 of the Lease.

      "Swap Agreement" means one or more agreements between Lessee and any one
or more Funding Parties with respect to Indebtedness evidenced by any or all of
the Notes, on terms mutually acceptable to Lessee and such Funding Party or
Parties, which agreements create Rate Hedging Obligations.


                                      -29-
<PAGE>
      "Syndication Agent" means Credit Lyonnais New York Branch, together with
its successors and assigns in such capacity.

      "Synthetic Lease Obligations" means all monetary obligations of a lessee
under any tax retention or other synthetic leases which is treated as an
operating lease under GAAP but the liabilities under which are or would be
characterized as indebtedness of such Person for tax purposes or upon the
insolvency of such Person. The amount of Synthetic Lease Obligations in respect
of any synthetic lease at any date of determination thereof shall be equal to
the aggregate purchase price of any property subject to such lease less the
aggregate amount of payments of rent theretofore made which reduce Lessee's
obligations under such synthetic lease and which are not the financial
equivalent of interest.

      "Tax" shall mean any and all (i) amounts imposed on, incurred by, or
asserted against any Indemnitee as the result of any prohibited transaction,
within the meaning of Section 406 or 407 of ERISA or Section 4975(c) of the
Code, arising out of the transactions contemplated hereby or by any other
Operative Document; or (ii) fees (including, without limitation, documentation,
license and registration fees), taxes (including, without limitation, net
income, franchise, gross income, gross receipts, rents, capital, leasing,
excise, fuel, excess profits, sales, use, transfer, value added, property
(personal and real, tangible and intangible), lending, occupational, ad valorem,
documentary, excise and stamp taxes), levies, imposts, duties, charges,
assessments, or withholdings of any nature whatsoever, howsoever imposed
(whether upon (x) any Indemnitee, (y) all or any part of the Leased Property or
all or any part of the payments under the Lease or any of the other Operative
Documents, or (z) otherwise) now existing or hereafter created or adopted,
imposed by any foreign, Federal, state or local governmental or taxing
authority, together with any and all penalties, fines, additions to tax and
interest thereon.

      "Tax Advance" is defined in Section 7.4(b)(5) of the Participation
Agreement.

      "Tax Claims" is defined in Section 7.4(b) of the Participation Agreement.

      "Termination Event" means: (i) a "Reportable Event" described in Section
4043 of ERISA and the regulations issued thereunder (unless the notice
requirement has been waived by applicable regulation); or (ii) the withdrawal of
Lessee or any ERISA Affiliate from a Pension Plan during a plan year in which it
was a "substantial employer" as defined in Section 4001(a)(2) of ERISA or was
deemed such under Section 4062(e) of ERISA; or (iii) the termination of a
Pension Plan, the filing of a notice of intent to terminate a Pension Plan or
the treatment of a Pension Plan amendment as a termination under Section 4041 of
ERISA; or (iv) the institution of proceedings to terminate a Pension Plan by the
PBGC; or (v) any other event or condition which would constitute grounds under
Section 4042(a) of ERISA for the termination of, or the appointment of a trustee
to administer, any Pension Plan; or (vi) the partial or complete withdrawal of
Lessee or any ERISA Affiliate from a Multiemployer Plan; or (vii) the imposition
of a Lien pursuant to Section 412 of the Code or Section 302 of ERISA; or (viii)
any event or condition which results in the reorganization or insolvency of a
Multiemployer Plan under Section 4241 or Section 4245 of ERISA, respectively; or
(ix) any event or condition which results in the termination of a Multiemployer
Plan under Section 4041A of ERISA or the institution by the PBGC of
proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA; or
(x) any event or condition with respect to any Plan which is regulated by any
Foreign


                                      -30-
<PAGE>
Benefit Law that results in the termination of such Plan or the revocation of
such Plan's authority to operate under the applicable Foreign Benefit Law.

      "Title Insurance Company" means the company that has or will issue the
title policies with respect to the Leased Property, which company shall be
reasonably acceptable to the Funding Parties.

      "Title Policy" is defined in Section 3.1 of the Participation Agreement.

      "Tranche A Commitment" means as to each Lender, its obligation to make
Tranche A Loans, in an aggregate amount not to exceed at any one time
outstanding the amount set forth for such Lender on Schedule 2.2(b) of the
Participation Agreement as its "Tranche A Commitment", as such schedule may be
amended or supplemented from time to time in connection with a sale or transfer
of any of the Tranche A Notes, as more fully provided for in the Loan Agreement,
as such amount may change from time to time upon a Note transfer pursuant to the
Participation Agreement.

      "Tranche A Percentage" means 93.33757401%.

      "Tranche A Loan" means any Loan evidenced by any Tranche A Note.

      "Tranche A Note" means any Tranche A Note of Lessor in the form of Exhibit
A to the Loan Agreement.

      "Tranche B Commitment" means as to each Lender, its obligation to make
Tranche B Loans, in an aggregate amount not to exceed at any one time
outstanding the amount set forth for such Lender on Schedule 2.2(b) of the
Participation Agreement as its "Tranche B Commitment", as such schedule may be
amended or supplemented from time to time in connection with a sale or transfer
of any of the Tranche B Notes, as more fully provided for in the Loan Agreement,
as such amount may change from time to time upon a Note transfer pursuant to the
Participation Agreement.

      "Tranche B Loan" means any Loan evidenced by any Tranche B Note.

      "Tranche B Note" means any Tranche B Note of Lessor in the form of Exhibit
B to the Loan Agreement.

      "Tranche B Percentage" means 6.6242599%.

      "Transaction" means all the transactions and activities referred to in or
contemplated by the Operative Documents, including, without limitation, the
ownership, refinancing, leasing, operation, management, return, disposition,
sale or other circumstance of any kind or description with respect to the Leased
Property.

      "Transaction Expenses" means all costs and expenses incurred in connection
with the preparation, execution and delivery of the Operative Documents and the
transactions contemplated by the Operative Documents including without
limitation:


                                      -31-
<PAGE>
      (a)   the reasonable fees, out-of-pocket expenses and disbursements of
Dechert, special counsel for the General Partner and Administrative Agent, in
preparing and negotiating the terms of the Operative Documents and the other
transaction documents, preparing for the closing under, and rendering opinions
in connection with, the transactions contemplated thereby and in rendering other
services customary for counsel representing parties to transactions of the types
involved in the transactions contemplated by the Operative Documents;

      (b)   the reasonable fees, out-of-pocket expenses and disbursements of
Edwards & Angell, LLP special counsel for the Limited Partner and Lessee, in
negotiating the terms of the Operative Documents and the other transaction
documents, preparing for the closings under, and rendering opinions in
connection with, the transactions contemplated thereby and in rendering other
services in connection with the transactions contemplated thereby customary for
counsel representing parties to transactions of the types involved in the
transactions contemplated by the Operative Documents;

      (c)   any and all broker's fees and any and all Taxes, excises and fees
incurred in recording, registering or filing any Operative Document or any other
transaction document, any deed, declaration, mortgage, security agreement,
notice or financing statement with any public office, registry or governmental
agency required by the Operative Documents in connection with the transactions
contemplated by the Operative Documents;

      (d)   all survey expenses and all title fees, premiums and escrow costs
and other expenses relating to title insurance and the closing contemplated by
the Operative Documents;

      (e)   all expenses relating to Environmental Audits required to be
delivered pursuant to Section 3.1(a)(xi) of the Participation Agreement;

      (f)   all fees and other expenses relating to the Appraisal required to be
delivered pursuant to Section 3.1(a)(x) of the Participation Agreement;

      (g)   the Structuring Fee, the Upfront Fee, the Facility Fee, and the
administrative fee payable pursuant to Section 2.3 of the Participation
Agreement;

      (h)   all reasonable out-of-pocket expenses, disbursements and costs of
the Administrative Agent, Lender, Lessor, and General Partner in connection with
(i) any future amendments or supplements with respect to any of the Operative
Documents, whether or not such amendments or supplements are ultimately entered
into, or giving or withholding of waivers or consents hereto or thereto, (ii)
the purchase of the Property by Lessee pursuant to the Lease or by any other
Person or the purchase of the General Partner Interest by the Limited Partner
pursuant to the Partnership Agreement, (iii) the enforcement of any of their
respective rights or remedies in respect of the Operative Documents and (iv) the
negotiation and documentation of any restructuring or "workout", whether or not
consummated, of any Operative Document.

      "Transactive Corporation" means Transactive Corporation, a Delaware
corporation, together with its successors and assigns.

      "UCC" means the Uniform Commercial Code of any particular state, as in
effect from time to time.


                                      -32-
<PAGE>
      "Unfunded Liabilities" means the amount (if any) by which the present
value of all vested and unvested accrued benefits under all Single Employer
Plans exceeds the fair market value of all such Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plans using PBGC actuarial assumptions for single employer plan terminations.

      "Upfront Fee" is defined in Section 2.3(c)(iii) of the Participation
Agreement.

      "Voting Securities" means shares of capital stock issued by a corporation,
or equivalent interests in any other Person, the holders of which are
ordinarily, in the absence of contingencies, entitled to vote for the election
of directors (or persons performing similar functions) of such Person, even if
the right so to vote has been suspended by the happening of such a contingency.


                                      -33-
<PAGE>
                                 SCHEDULE 2.2(b)

                               COMMITMENT AMOUNTS

<TABLE>
<S>                                                                  <C>
Capital Contribution:                                                $ 1,300,000

Aggregate Commitments of all Lenders:                                $30,000,000
</TABLE>

Commitments and Commitment Percentages of each Lender:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
Lender                Commitment      Commitment     Tranche A         Tranche B
                                      Percentage     Commitment        Commitment
----------------------------------------------------------------------------------
<S>                   <C>             <C>            <C>               <C>
Credit Lyonnais       $10,000,000     33.333%        $9,337,574.01     $662,425.99
New York Branch
----------------------------------------------------------------------------------
The Bank of Nova      $10,000,000     33.333%        $9,337,574.01     $662,425.99
Scotia
----------------------------------------------------------------------------------
Post Office Square    $10,000,000     33.333%        $9,337,574.01     $662,425.99
Funding Inc.
----------------------------------------------------------------------------------
</TABLE>


                                      -73-
<PAGE>
LEASE AMORTIZATION SCHEDULE - SCHEDULE 2.2c TO THE PARTICIPATION AGREEMENT

<TABLE>
<CAPTION>
                                                            LEASE
  DATE          TAKEDOWN              ACCRETION            BALANCE
----------------------------------------------------------------------
<S>          <C>                     <C>                <C>
12/13/01     $27,948,210.52          $         -        $27,948,210.52
01/01/02     $            -          $         -        $27,948,210.52
02/01/02     $            -          $(55,863.16)       $28,004,073.68
03/01/02     $            -          $(55,863.16)       $28,059,936.84
04/01/02     $            -          $(55,863.16)       $28,115,799.99
05/01/02     $            -          $(55,863.16)       $28,171,663.15
06/01/02     $            -          $(55,863.16)       $28,227,526.31
07/01/02     $            -          $(55.863.16)       $28,283,389.47
08/01/02     $            -          $(55,863.16)       $28,339,252.63
09/01/02     $            -          $(55,863.16)       $28,395,115.78
10/01/02     $            -          $(55,863.16)       $28,450,978.94
11/01/02     $            -          $(55,863.16)       $28,506,842.10
12/01/02     $            -          $(55,863.16)       $28,562,705.26
01/01/03     $            -          $(55,863.16)       $28,618,568.42
----------------------------------------------------------------------
02/01/03     $            -          $(55,863.16)       $28,674,431.57
03/01/03     $            -          $(55,863.16)       $28,730,294.73
04/01/03     $            -          $(55,863.16)       $28,786,157.89
05/01/03     $            -          $(55,863.16)       $28,842,021.05
06/01/03     $            -          $(55,863.16)       $28,897,884.21
07/01/03     $            -          $(55,863.16)       $28,953,747.36
08/01/03     $            -          $(55,863.16)       $29,009,610.52
09/01/03     $            -          $(55,863.16)       $29,065,473.68
10/01/03     $            -          $(55,863.16)       $29,121,336.84
11/01/03     $            -          $(55,863.16)       $29,177,200.00
12/01/03     $            -          $(55,863.16)       $29,233,063.15
01/01/04     $            -          $(55,863.16)       $29,288,926.31
----------------------------------------------------------------------
02/01/04     $            -          $(55,863.16)       $29,344,789.47
03/01/04     $            -          $(55,863.16)       $29,400,652.63
04/01/04     $            -          $(55,863.16)       $29,456,515.79
05/01/04     $            -          $(55,863.16)       $29,512,378.94
06/01/04     $            -          $(55,863.16)       $29,568,242.10
07/01/04     $            -          $(55,863.16)       $29,624,105.26
08/01/04     $            -          $(55,863.16)       $29,679,968.42
09/01/04     $            -          $(55,863.16)       $29,735,831.58
10/01/04     $            -          $(55,863.16)       $29,791,694.73
11/01/04     $            -          $(55,863.16)       $29,847,557.89
12/01/04     $            -          $(55,863.16)       $29,903,421.05
01/01/05     $            -          $(55,863.16)       $29,959,284.21
----------------------------------------------------------------------
02/01/05     $            -          $(55,863.16)       $30,015,147.37
03/01/05     $            -          S(55,863.16)       $30,071,010.52
04/01/05     $            -          $(55,863.16)       $30,126,873.68
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>          <C>                     <C>                <C>
05/01/05     $            -          $(55,863.16)       $30,182,736.84
06/01/05     $            -          $(55,863.16)       $30,238,600.00
07/01/05     $            -          $(55,863.16)       $30,294,463.16
08/01/05     $            -          $(55,863.16)       $30,350,326.31
09/01/05     $            -          $(55,863.16)       $30,406,189.47
10/01/05     $            -          $(55,863.16)       $30,462,052.63
11/01/05     $            -          $(55,863.16)       $30,517,915.79
12/01/05     $            -          $(55,863.16)       $30,573,778.95
01/01/06     $            -          $(55,863.16)       $30,629,642.10
----------------------------------------------------------------------
02/01/06     $            -          $(55,863.16)       $30,685,505.26
03/01/06     $            -          $(55,863.16)       $30,741,368.42
04/01/06     $            -          $(55,863.16)       $30,797,231.58
05/01/06     $            -          $(55,863.16)       $30,853,094.74
06/01/06     $            -          $(55,863.16)       $30,908,957.89
07/01/06     $            -          $(55,863.16)       $30,964,821.05
08/01/06     $            -          $(55,863.16)       $31,020,684.21
09/01/06     $            -          $(55,863.16)       $31,076,547.37
10/01/06     $            -          $(55,863.16)       $31,132,410.53
11/01/06     $            -          $(55,863.16)       $31,188,273.68
12/01/06     $            -          $(55,863.16)       $31,244,136.84
01/01/07     $            -          $(55,863.16)       $31,300,000.00
----------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                            LEASE
  DATE          TAKEDOWN              ACCRETION            BALANCE
----------------------------------------------------------------------
<S>          <C>                     <C>                 <C>
12/13/01     $26,648,210.52          $         -         $26,648,210.52
01/01/02                             $         -         $26,648,210.52
02/01/02                             $(55,863.16)        $26,704,073.68
03/01/02                             $(55,863.16)        $26,759,936.84
04/01/02                             $(55,863.16)        $26,815,800.00
05/01/02                             $(55,863.16)        $26,871,663.16
06/01/02                             $(55,863.16)        $26,927,526.31
07/01/02                             $(55,863.16)        $26,983,389.47
08/01/02                             $(55,863.16)        $27,039,252.63
09/01/02                             $(55,863.16)        $27,095,115.79
10/01/02                             $(55,863.16)        $27,150,978.95
11/01/02                             $(55,863.16)        $27,206,842.10
12/01/02                             $(55,863.16)        $27,262,705.26
01/01/03                             $(55,863.16)        $27,318,568.42
02/01/03                             $(55,863.16)        $27,374,431.58
03/01/03                             $(55,863.16)        $27,430,294.74
04/01/03                             $(55,863.16)        $27,486,157.89
05/01/03                             $(55,863.16)        $27,542,021.05
06/01/03                             $(55,863.16)        $27,597,884.21
07/01/03                             $(55,863.16)        $27,653,747.37
08/01/03                             $(55,863.16)        $27,709,610.53
09/01/03                             $(55,863.16)        $27,765,473.68
10/01/03                             $(55,863.16)        $27,821,336.84
11/01/03                             $(55,863.16)        $27,877,200.00
12/01/03                             $(55,863.16)        $27,933,063.16
01/01/04                             $(55,863.16)        $27,988,926.32
02/01/04                             $(55,863.16)        $28,044,789.47
03/01/04                             $(55,863.16)        $28,100,652.63
04/01/04                             $(55,863.16)        $28,156,515.79
05/01/04                             $(55,863.16)        $28,212,378.95
06/01/04                             $(55,863.16)        $28,268,242.11
07/01/04                             $(55,863.16)        $28,324,105.26
08/01/04                             $(55,863.16)        $28,379,968.42
09/01/04                             $(55,863.16)        $28,435,831.58
10/01/04                             $(55,863.16)        $28,491,694.74
11/01/04                             $(55,863.16)        $28,547,557.90
12/01/04                             $(55,863.16)        $28,603,421.05
01/01/05                             $(55,863.16)        $28,659,284.21
02/01/05                             $(55,863.16)        $28,715,147.37
03/01/05                             $(55,863.16)        $28,771,010.53
04/01/05                             $(55,863.16)        $28,826,873.69
05/01/05                             $(55,863.16)        $28,882,736.84
06/01/05                             $(55,863.16)        $28,938,600.00
07/01/05                             $(55,863.16)        $28,994,463.16
</TABLE>
<PAGE>
<TABLE>
<S>                                  <C>                 <C>
08/01/05                             $(55,863.16)        $29,050,326.32
09/01/05                             $(55,863.16)        $29,106,189.48
10/01/05                             $(55,863.16)        $29,162,052.63
11/01/05                             $(55,863.16)        $29,217,915.79
12/01/05                             $(55,863.16)        $29,273,778.95
01/01/06                             $(55,863.16)        $29,329,642.11
02/01/06                             $(55,863.16)        $29,385,505.27
03/01/06                             $(55,863.16)        $29,441,368,42
04/01/06                             $(55,863.16)        $29.497,231.58
05/01/06                             $(55,863.16)        $29,553,094.74
06/01/06                             $(55,863.16)        $29,608,957.90
07/01/06                             $(55,863.16)        $29,664,821.06
08/01/06                             $(55,863.16)        $29,720,684.21
09/01/06                             $(55,863.16)        $29,776,547.37
10/01/06                             $(55,863.16)        $29,832,410.53
11/01/06                             $(55,863.16)        $29,888,273.69
12/01/06                             $(55,863.16)        $29,944,136.85
01/01/07                             $(55,863.16)        $30,000,000.00
</TABLE>
<PAGE>
                                SCHEDULE 4.1 (d)

                              Material Subsidiaries


GTECH Rhode Island Corporation, a Rhode Island corporation

      1,000 shares authorized and 1,000 shares issued to GTECH Corporation


GTECH Latin America Corporation, a Delaware corporation

      8,000 shares authorized and 100 shares issued to GTECH Corporation


GTECH Brasil Ltda, a company organized under the laws of Brazil

      99.75% owned by GTECH Corporation
      0.25% owned by GTECH Foreign Holdings Corporation, a Delaware corporation
            (100% owned by GTECH Corporation)


                                      -75-
<PAGE>
                                 SCHEDULE 4.1(e)

                              Material Indebtedness


      Indebtedness of Lessee arising under the Credit Agreement and Indebtedness
of the Parent and the Material Domestic Subsidiaries under related guaranties.

      Indebtedness of Lessee and the Parent arising under the Note Agreement and
the Private Placement Debt and Indebtedness of Transactive Corporation and the
Material Domestic Subsidiaries under related guaranties.


                                      -76-
<PAGE>
                                 SCHEDULE 4.1(f)

                             Restrictions and Liens


                                      None


                                      -77-
<PAGE>
                                 SCHEDULE 4.1(g)

                                   Tax Matters


      Lessee, each of its Subsidiaries and each other Credit Party has filed or
properly extended the filing of all federal, state, local and foreign income tax
returns.
<PAGE>
                                  SCHEDULE 10.2

                     ADDRESSES FOR NOTICES; WIRE INFORMATION

Lessee:                              GTECH Corporation
                                     55 Technology Way
                                     West Greenwich, RI 02817

                                     Wire information for purposes of Fundings
                                     pursuant to Section 2.2(e):

                                     Fleet Bank, N.A.
                                     100 Federal Street
                                     Boston, MA 02110

                                     ABA No.

                                     Acct. No.

Lessor:                              West Greenwich Technology Associates, L.P.
                                     c/o Post Office Square Funding Inc.
                                     c/o KeyBank
                                     127 Public Square
                                     Cleveland, OH 44114-1306


General Partner:                     Post Office Square Funding Inc.
                                     c/o KeyBank National Association
                                     127 Public Square
                                     Cleveland, OH 44114-l306
                                     Attention: Richard Kopek


With a copy to:                      Post Office Square Funding Inc.
                                     c/o Key Global Finance
                                     30 Federal Street
                                     Boston, MA 02110
                                     Attention: Carl R. Vercollone


Administrative Agent:                Key Corporate Capital, Inc.
                                     127 Public Square, 4th Floor
                                     Cleveland, OH 44114


                                     Wire information for purposes of Fundings
                                     pursuant to Section 2.2(e) and for payment
                                     of Basic Rent and other sums due it:
<PAGE>
                                 KeyBank N.A., Seattle, WA

                                 ABA No.

                                 Specialty Loan Services
                                 Acc. No.
                                 Ref: GTECH/West Greenwich


Lenders:                         Credit Lyonnais New York Branch
                                 1301 Avenue of the Americas
                                 New York, NY 10019

                                 ABA#
                                 Account #:
                                 for account of Credit Lyonnais New York Branch
                                 Attn: Loan Servicing
                                 Ref: West Greenwich Technology

                                 Post Office Square Funding Inc.
                                 c/o KeyBank National Association
                                 127 Public Square
                                 Cleveland, OH 44114-1306

                                 The Bank of Nova Scotia
                                 600 Peachtree St. N.E., Suite 2700
                                 Atlanta, GA 30308

                                 The Federal Reserve Bank of New York
                                 One Liberty Plaza
                                 New York, NY 10006

                                 [for credit to account The Bank of Nova Scotia]

                                 ABA No.
                                 [for further credit to account # Atlanta
                                 Loan Servicing Account. Ref: West Greenwich
                                 Technology Associates, L.P.]
<PAGE>
                                                                     EXHIBIT A-1


                               [Form of Mortgage-Omitted]


<PAGE>
                                                                     EXHIBIT A-2


                     [Form of Assignment of Lease-Omitted]


<PAGE>
                                                                       EXHIBIT B

                  [Form of Environmental Audit Reliance Letter]

                    [LETTERHEAD OF ENVIRONMENTAL CONSULTANTS]




                                                  December ____, 2001


To the Addressees Listed
on Schedule A Attached Hereto

Re:   GTECH World Headquarters, 55 Technology Way, West Greenwich, RI 02817
      (the "PROPERTY")

Ladies and Gentlemen:

      Reference is hereby made to [NAMES AND DATES OF ALL ENVIRONMENTAL REPORTS]
which describe environmental conditions existing at the Property (collectively,
the "ENVIRONMENTAL REPORTS").

      Each of you are entitled to rely on the Environmental Reports as if you
were specifically named as an addressee thereof.


                                                           Sincerely,


                                                           [Name]
<PAGE>
                                   SCHEDULE A


Key Corporate Capital Inc., as Administrative Agent

West Greenwich Technology Associates, L.P.

Dechert, Price & Rhoads

Post Office Square Funding Inc.

The Bank of Nova Scotia

Credit Lyonnais New York Branch
<PAGE>
                                                                       EXHIBIT C


             [Form of Authority and Enforceability Opinion-Omitted]

<PAGE>

                                                                       EXHIBIT D


                             FORM OF FUNDING REQUEST



FROM:    GTECH CORPORATION

TO:      KEY CORPORATE CAPITAL INC., AS ADMINISTRATIVE AGENT, EACH LENDER AND
         THE GENERAL PARTNER

RE:      REQUEST FOR FUNDING


         Capitalized terms used herein without definition have the meanings set
forth in Appendix A to the Participation Agreement, dated as of December _, 2001
(as amended or supplemented, the "Participation Agreement"), among GTECH
Corporation, as Lessee ("Lessee"), West Greenwich Technology Associates, L.P.,
as Lessor ("Lessor") and Key Corporate Capital Inc., as Administrative Agent
(Administrative Agent"), for each of the Lenders now or hereafter party to the
Loan Agreement (the "Lenders"), and Post Office Square Funding Inc., as general
partner of the Lessor ("General Partner").

         Pursuant to Section 3.1(a)(xvi) of the Participation Agreement, the
undersigned hereby requests a funding in immediately available funds of the
Capital Contribution and the Loans in an aggregate amount equal to $ _. Such
requested funding consists of the Capital Contribution in an amount equal to
$1,300,000 and of Loans in an aggregate amount equal to $30,000,000.

The undersigned hereby certifies to the Lenders and Lessor that:

The proceeds of the Funding to be made pursuant to this Request will be used
solely for the purposes set forth in the Participation Agreement. The Lessee
represents and warrants that (i) no Lease Event of Default or Lease Default
exists, and (ii) the representations made by it under Section 4.1 of the
Participation Agreement are true and correct in all material respects as though
made on and as of this date. All conditions for Funding set forth in Sections
2.2 and 3.1 of the Participation Agreement have been satisfied.

The date for funding requested under this Request is December _, 2001 which date
is at least three (3) Business Days from the date of this Request. Upon
acceptance of this Request, the funding of the related Loan and Capital
Contribution should be directed to the account set forth in the Escrow
Agreement, dated as of December _, 2001, among Lessor and Administrative Agent,
Commonwealth Land Title Insurance Corporation, as escrow agent in accordance
with Section 2.2(e) thereof.
<PAGE>
         This Request is being submitted to induce the Lenders to make their
Loans and General Partner to make its Capital Contribution pursuant to the
Participation Agreement and it is intended that the Lenders and General Partner
shall rely upon the same.



                [Remainder of Page Blank; Signature Page Follows]
<PAGE>
         IN WITNESS WHEREOF, this Request has been executed this     day of
December, 2001.


                                              GTECH CORPORATION, AS LESSEE



                                              By:____________________________
                                                 Name:
                                                 Title:


                                 [Requistion]
<PAGE>
                                                                       EXHIBIT E

                       [Form of Assignment and Acceptance]


         Reference is hereby made to the Participation Agreement dated as of
December _, 2001 (the "Agreement") among GTECH Corporation, a Delaware
corporation ("Lessee"), West Greenwich Technology Associates, L.P. ("Lessor"),
the several banks and other financial institutions or entities from time to time
which are parties to the Agreement and designated on the signature pages thereto
as Lenders ("Lenders"), Post Office Square Funding Inc., an Ohio corporation, as
General Partner, and Key Corporate Capital Inc., a Michigan corporation, as
Administrative Agent for the Lenders ("Administrative Agent"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings
therefor set forth in the Agreement.

         The assignor identified on the signature page hereto (the "Note
Assignor") and the assignee identified on the signature page hereto (the "Note
Assignee") agree as follows:

         I.       (a) Subject to paragraph 10 hereof, effective as of the date
                  specified on Schedule 1 hereto (the "Effective Date"), the
                  Note Assignor hereby irrevocably sells and assigns to the Note
                  Assignee without recourse to the Note Assignor, and the Note
                  Assignee hereby irrevocably purchases and assumes from the
                  Note Assignor without recourse to the Note Assignor, the
                  Tranche A Note(s) and Tranche B Note(s) and interests
                  described on Schedule 1 hereto (the "Assigned Interest") in
                  and to the Note Assignor's rights and obligations under the
                  Agreement.

         (a)      From and after the Effective Date, (i) the Note Assignee shall
                  be a party under the Agreement and will have all the rights
                  and obligations of a Lender for all purposes under the
                  Operative Documents to the extent of the Assigned Interest and
                  be bound by the provisions thereof, and (ii) the Note Assignor
                  shall relinquish its rights and be released from its
                  obligations under the Agreement and the other Operative
                  Documents to the extent of the Assigned Interest. The Note
                  Assignor and/or the Note Assignee, as agreed by the Note
                  Assignor and the Note Assignee, shall deliver, in immediately
                  available funds, any applicable assignment fee required under
                  Section 6.1(a)(i)(y) of the Agreement.

         2. On the Effective Date, the Note Assignee shall pay to the Note
Assignor, in immediately available funds, an amount equal to the purchase price
of the Assigned Interest as agreed upon by the Note Assignor and the Note
Assignee.

         3. From and after the Effective Date, Administrative Agent shall make
all payments under the Agreement and the Notes, if any, in respect of the
Assigned Interest (including all payments of principal, interest and fees with
respect thereto) to the Note Assignee. The Note Assignor and the Note Assignee
shall make all appropriate adjustments in payments under the Agreement and such
Notes, if any, for periods prior to the Effective Date directly between
themselves.

         4. The Note Assignor represents and warrants to the Note Assignee
that:


                                      E-1
<PAGE>
                  (a)      the Note Assignor is the legal and beneficial owner
                           of the Assigned Interest, and the Assigned Interest
                           is free and clear of any adverse claim;

                  (b)      the Assigned Interest listed on Schedule 1 accurately
                           and completely sets forth the outstanding amount of
                           all Loans and any participations relating to the
                           Assigned Interest as of the Effective Date;


                  (c)      it has the power and authority and the legal right to
                           make, deliver and perform, and has taken all
                           necessary action, to authorize the execution,
                           delivery and performance of this Assignment and
                           Acceptance, and any and all other documents delivered
                           by it in connection herewith and to fulfill its
                           obligations under, and to consummate the transactions
                           contemplated by, this Assignment and Acceptance and
                           the Operative Documents, and no consent or
                           authorization of, filing with, or other act by or in
                           respect of any Governmental Authority, is required in
                           connection herewith or therewith; and

                  (d)      this Assignment and Acceptance constitutes the legal,
                           valid and binding obligation of the Note Assignor.

         The Note Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of Lessee or any of its
Affiliates or the performance by Lessee or any of its Affiliates of their
respective obligations under the Operative Documents, and assumes no
responsibility with respect to any statements, warranties or representations
made under or in connection with any Operative Document or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Operative Document other than as expressly set forth above.

         5. The Note Assignee represents and warrants to the Note Assignor and
Administrative Agent that:

                  (a) it is an Eligible Assignee;

                  (b) it has the full power and authority and the legal right to
         make, deliver and perform, and has taken all necessary action, to
         authorize the execution, delivery and performance of this Assignment
         and Acceptance, and any and all other documents delivered by it in
         connection herewith and to fulfill its obligations under, and to
         consummate the transactions contemplated by, this Assignment and
         Acceptance and the Operative Documents, and no consent or authorization
         of, filing with, or other act by or in respect of any Governmental
         Authority, is required in connection herewith or therewith;

                  (c) this Assignment and Acceptance constitutes the legal,
         valid and binding obligation of the Note Assignee;

                  (d) under applicable laws no tax will be required to be
         withheld by Administrative Agent or Lessee with respect to any payments
         to be made to the Note Assignee hereunder or under any Operative
         Document, and unless otherwise indicated in


                                      E-2
<PAGE>
         the space opposite the Note Assignee's signature below, no tax forms
         described in Section 7.4(d) of the Agreement are required to be
         delivered by the Note Assignee; and

                  (e) the Note Assignee has received a copy of the Agreement,
         together with copies of the most recent financial statements of Lessee
         delivered pursuant thereto, and such other documents and information as
         it has deemed appropriate to make its own credit analysis and decision
         to enter into this Assignment and Acceptance. The Note Assignee has
         independently and without reliance upon the Note Assignor, Lessor or
         Administrative Agent and based on such information as the Note Assignee
         has deemed appropriate, made its own credit analysis and decision to
         enter into this Assignment and Acceptance. The Note Assignee will,
         independently and without reliance upon Administrative Agent, Lessor or
         any Lender, and based upon such documents and information as it shall
         deem appropriate at the time, continue to make its own credit decisions
         in taking or not taking action under the Agreement.

         6.       The Note Assignee appoints and authorizes Administrative Agent
                  to take such action as agent on its behalf and to exercise
                  such powers and discretion under the Agreement, the other
                  Operative Documents or any other instrument or document
                  furnished pursuant hereto or thereto as are delegated to
                  Administrative Agent by the terms thereof, together with such
                  powers as are incidental thereto.

         7.       The Note Assignor and the Note Assignee agree to execute and
                  deliver such other instruments, and take such other action, as
                  either party may reasonably request in connection with the
                  transactions contemplated by this Assignment and Acceptance.

         8.       This Assignment and Acceptance shall be binding upon and inure
                  to the benefit of the parties and their respective successors
                  and assigns.

         9.       This Assignment and Acceptance may be executed by facsimile
                  signatures with the same force and effect as if manually
                  signed and may be executed in one or more counterparts, each
                  of which shall be deemed an original but all of which together
                  shall constitute one and the same instrument. This Assignment
                  and Acceptance shall be governed by and construed in
                  accordance with the laws of the state specified in Section
                  10.7(a) of the Agreement.

         10.      The effectiveness of the assignment described herein is
                  subject to:

                  (a)      if such consent is required by the Agreement, receipt
                           by the Note Assignor and the Note Assignee of the
                           consent of Administrative Agent and/or Lessee to the
                           assignment described herein. By delivering a duly
                           executed and delivered copy of this Assignment and
                           Acceptance to Administrative Agent, the Note Assignor
                           and the Note Assignee hereby request any such
                           required consent and request that Administrative
                           Agent register the Note Assignee as a Lender under
                           the Agreement effective as of the Effective Date; and

                  (b)      receipt by Administrative Agent of (or other
                           arrangements acceptable to Administrative Agent with
                           respect to) any applicable assignment fee


                                      E-3
<PAGE>
                           referred to in Section 6.1(a)(i)(y) of the Agreement
                           and any tax forms required by Section 7.4(d) of the
                           Agreement.

                  By signing below, Administrative Agent agrees to register the
         Note Assignee as a Lender under the Agreement, effective as of the
         Effective Date with respect to the Assigned Interest, and will adjust
         the registered Applicable Commitment Percentage of the Note Assignor
         under the Agreement to reflect the assignment of the Assigned Interest.

                  11. Attached hereto as Schedule 2 is all contact, address,
         account and other administrative information relating to the Note
         Assignee.

                  IN WITNESS WHEREOF, the parties hereto have caused this
         Assignment and Acceptance to be executed as of the date first above
         written by their respective duly authorized officers.

                                                      Note Assignor:

                                                      [NAME OF NOTE ASSIGNOR]


                                                      By:____________________
                                                            Name:
                                                            Title:


                  Tax forms required by               Note Assignee:
         Section 7.4(d) of the Agreement
         included.
                                                      [NAME OF NOTE ASSIGNEE]


                                                      By:____________________
                                                            Name:
                                                            Title:


         In accordance with and subject to
         Section 6.1 of the Agreement, the
         undersigned consent to the foregoing
         assignment as of the Effective Date.


         GTECH CORPORATION


         By:____________________________________
             Name:
             Title:



                                      E-4
<PAGE>
         KEY CORPORATE CAPITAL INC.,
         as Administrative Agent


         By:______________________________
             Name:
             Title:




                                      E-5
<PAGE>
                    SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE

                              THE ASSIGNED INTEREST


Effective Date: ___________________________

<TABLE>
<CAPTION>

                 Registered        Original Aggregate      Assigned
                 Number            Principal Amount        Commitment      Principal Amounts
                 ------            ----------------        ----------      -----------------
<S>              <C>             <C>                       <C>             <C>
Tranche A        R-___           $ ________________                        $ _______________
Note(s)

Tranche B        R-___           $ ________________                        $ _______________
Notes
</TABLE>

<TABLE>
<CAPTION>
Participations              Amount            Participant
--------------              ------            -----------
<S>                         <C>               <C>
Tranche A Note(s)           $_________

Tranche B Note(s)           $_________
</TABLE>


                                      E-6
<PAGE>
                     SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE

                             ADMINISTRATIVE DETAILS


         (Note Assignee to list names of credit contacts, addresses, phone and
facsimile numbers, electronic mail addresses and account and payment information
in the form set forth in Schedule 10.2 to the Agreement.)



                                      E-7
<PAGE>
                                                                       EXHIBIT F

     [Form of Notice of Appointment (or Revocation) of Responsible Officer]

          NOTICE OF APPOINTMENT (OR REVOCATION) OF RESPONSIBLE OFFICER

         Reference is hereby made to the Participation Agreement dated as of
December _, 2001 (the "Agreement") among GTECH Corporation, a Delaware
corporation ("Lessee"), West Greenwich Technology Associates, L.P. ("Lessor"),
the several banks and other financial institutions or entities from time to time
which are parties to the Agreement and designated on the signature pages thereto
as Lenders ("Lenders"), Post Office Square Funding Inc., an Ohio corporation, as
General Partner, and Key Corporate Capital Inc., a Michigan corporation, as
Administrative Agent for the Lenders ("Administrative Agent"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings
therefor set forth in the Agreement.

         Lessee hereby nominates, constitutes and appoints each individual named
below as a Responsible Officer under the Operative Documents, and hereby
represents and warrants that (i) set forth opposite each such individual's name
is a true and correct statement of such individual's office (to which such
individual has been duly elected or appointed), a genuine specimen signature of
such individual and an address for the giving of notice, and (ii) each such
individual has been duly authorized by Lessee to act as Responsible Officer
under the Operative Documents:

<TABLE>
<CAPTION>
Name and Address                  Office                   Specimen Signature
<S>                            <C>                         <C>
_________________              _______________             __________________
_________________
_________________

_________________              _______________             __________________
_________________
_________________
</TABLE>


         Lessee hereby revokes (effective upon receipt hereof by Administrative
Agent) the prior appointment of _____________as an Responsible Officer.



                                      F-1
<PAGE>
                                    EXHIBIT G

                             COMPLIANCE CERTIFICATE


Key Corporate Capital Inc.
as Administrative Agent

Address
Telephone:
Facsimile:
Attention:



Post Office Square Funding, as Lender and General Partner
[Address]


The Bank of Nova Scotia
[Address]


Credit Lyonnais New York Branch
[Address]



         Reference is hereby made to the Participation Agreement dated as of
December _, 2001 (the "Agreement") among GTECH Corporation, a Delaware
corporation ("Lessee"), West Greenwich Technology Associates, L.P. ("Lessor"),
the several banks and other financial institutions or entities from time to time
which are parties to the Agreement and designated on the signature pages thereto
as Lenders ("Lenders"), Post Office Square Funding Inc., as General Partner, and
Key Corporate Capital Inc., a Michigan corporation, as Administrative Agent for
the Lenders ("Administrative Agent"). Capitalized terms used but not otherwise
defined herein shall have the respective meanings therefor set forth in the
Agreement. The undersigned, a duly authorized and acting Authorized
Representative, hereby certifies to you as of ______________________ (the
"Determination Date") as follows:

1.       Calculations:

         A.       Compliance with Section 5.2(a)(i) of the Agreement:
                  Consolidated Shareholders' Equity

                  1.   Consolidated Shareholders'
                       Equity required at the end
                       of immediately preceding
                       fiscal quarter                           $___________


                                      G-1
<PAGE>
                  2.   50% of Consolidated Net Income
                       (with no reduction
                       for net losses during any
                       period) for such fiscal
                       quarter                                  $___________

      100% of the aggregate amount of increases

                        in stated capital and additional
                        paid-in capital accounts resulting
                        from issuance of equity securities
                        or other capital investments during
                        such fiscal quarter                     $___________

                  4.    Sum of 1. plus 2. plus 3.               $___________

                  REQUIRED: CONSOLIDATED SHAREHOLDERS' EQUITY AS OF THE LAST DAY
                  OF SUCH FISCAL QUARTER MUST EXCEED LINE A.4.


            B.    Compliance with Section 5.2(a)(ii): Consolidated Total Debt
                  Ratio

                  1.    Consolidated Total Indebtedness         $____________
                  2.    Consolidated EBITDA
                        a.   Consolidated Net Income
                             (as calculated in the
                             definition thereof, excluding
                             extraordinary gains and losses)    $____________

                        b.   Consolidated Interest Expense
                             (as calculated in the definition
                             thereof)                         $____________

                        c.   Taxes on income                  $____________

                        d.   Amortization and depreciation    $____________

                        e.   other non-cash expenses          $____________

                        f.   Consolidated EBITDA
                             (sum of a. through e.)             $____________


         3.       Consolidated Leverage Ratio: Ratio of Consolidated Total
                  Indebtedness (B.1.) to Consolidated EBITDA (B.2.) is _______
                  to 1.00.

         REQUIRED: THE CONSOLIDATED DEBT RATIO FOR AS OF THE END OF THE MOST
                   RECENT FOUR-QUARTER PERIOD MUST NOT BE GREATER THAN 2.25
                   TO 1.00

         C.       Compliance with Section 5.2(a)(iii): Consolidated Interest
                  Coverage Ratio

                  1.       Consolidated EBITDA (from B.2.,
                           above)                                $___________

                  2.       Consolidated Interest Expense      $___________

                  3.       The ratio of the Consolidated EBITDA (C.1.) to
                           Consolidated Interest Expense (C.2.) is ________
                           to 1.00.


                                      G-2
<PAGE>
         REQUIRED: THE CONSOLIDATED INTEREST COVERAGE RATIO AS OF THE END OF THE
                   MOST RECENT FOUR-QUARTER PERIOD MUST NOT BE LESS THAN 5.00
                   TO 1.00.

2.       No Default

                  A. Since _____ (the date of the last similar certification),
         (a) the Lessee has not defaulted in the keeping, observance,
         performance or fulfillment of its obligations pursuant to any of the
         Operative Documents; and (b) no Lease Default or Lease Event of
         Default has occurred and is continuing.

                  B. If a Lease Default or Lease Event of Default has occurred
         since _____ (the date of the last similar certification), the Lessee
         proposes to take the following action with respect to such Lease
         Default or Lease Event of Default:

         ______________________________________________________________________,
                  (Note, if no Lease Default or Lease Event of Default has
         occurred, insert "Not Applicable").

                  The Determination Date is the date of the last required
      financial statements submitted to the Administrative Agent and the Funding
      Party in accordance with Section 5.1(a) of the Agreement.


       IN WITNESS WHEREOF, I have executed this Certificate this________day
of_______, 2_____.


                                           By:___________________________
                                                Authorized Representative

                                           Name:_________________________

                                           Title:________________________



                                      G-3
<PAGE>
                                    EXHIBIT I



                      [FORM OF GUARANTY FOR NEW SUBSIDIARY]

                                    GUARANTY

         THIS GUARANTY (as amended or supplemented, this "Guaranty"), dated as
of        , is made by [EACH OF] THE UNDERSIGNED (each a "Guarantor" and
together with the Guarantors named in the original Guaranty described below,
collectively the "Guarantors") to WEST GREENWICH TECHNOLOGY ASSOCIATES, L.P., a
Rhode Island limited partnership (together with its successors and assigns
including, without limitation, pursuant to the Assignment of Lease, "Lessor")
and the other Indemnitees, as such terms are defined in the Participation
Agreement, as defined below (such Indemnitees together with Lessor are
collectively called, "Beneficiaries"). All capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Participation Agreement.

                              W I T N E S S E T H :

         WHEREAS, Lessor holds record title to the Leased Property. Lessor
currently leases the Leased Property to GTECH Corporation, a Delaware
corporation (together with its successors and assigns, "Lessee"), pursuant to
the Second Amended and Restated Indenture of Lease dated on even date herewith
(as amended or supplemented from time to time, herein, the "Lease");

         WHEREAS, Lessor, Lessee, Administrative Agent, Post Office Square
Funding Inc., as general partner of the Lessor ("General Partner") and the
Lenders entered into that certain Participation Agreement, dated as of December
14, 200l (as amended or supplemented, the "Participation Agreement"), which,
among other things, provides for the Loans by the Lenders to the Lessor under
the terms and conditions thereof and the Notes to be issued pursuant thereto and
the other Operative Documents, the proceeds of which were used to prepay the
Existing Loan and pay Transaction Expenses due and payable on the Closing Date.
As security for such Loans, Lessor agreed to grant to the Administrative Agent a
first priority mortgage lien on the Leased Property under the Mortgage and
assign to the Administrative Agent its rights in the Lease, in the Pledge and in
the original Guaranty and this Guaranty under the Assignment of Lease;

         WHEREAS, the obligations of Lessee were guaranteed pursuant to a
Guaranty, dated as of December 14, 2001 (the "Original Guaranty") by the
Guarantors named therein;

         WHEREAS, each Guarantor is either the Parent of Lessee or a Subsidiary
and will materially benefit from the leasing of the Leased Property under the
Lease and the consummation of the Transaction under the Participation Agreement;

         WHEREAS, each Guarantor is required to enter into this Guaranty
pursuant to the terms of Section 5.1 (v) of the Participation Agreement; and
<PAGE>
         WHEREAS, a material part of the consideration given in connection with
and as an inducement to the execution and delivery of the Lease by Lessor and
the Participation Agreement by the Beneficiaries was the obligation of Lessee to
cause each Guarantor to enter into this Guaranty and as separate acknowledgment
of its assignment by way of Supplement to the Assignment of Lease and the
Beneficiaries were unwilling to assume the obligations set forth in the
Operative Documents unless the Guarantors enter into this Guaranty and such
supplement.

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

         1. GUARANTY. Each Guarantor hereby jointly and severally,
unconditionally, absolutely, continually and irrevocably guarantees to the
Beneficiaries the payment and performance in full of Lessee's Liabilities, as
defined below. For all purposes of this Guaranty, "Lessee's Liabilities" means:
(a) Lessee's prompt payment in full, when due or declared due and at all such
times, of all Obligations and all other amounts due pursuant to the terms of the
Lease, the Participation Agreement and all other Operative Documents heretofore,
now or at any time or times hereafter owing, arising, due or payable from Lessee
to any one or more of the Beneficiaries, including, without limitation, Rent,
Lease Balance, the Deficiency, the Lease Termination Amount, Breakage Costs,
reasonable expenses, fees (including, but not limited to, the Facility Fees, the
Structuring Fee, the Upfront Fee, the annual administration fee and reasonable
attorneys' fees and expenses) and indemnities; and (b) Lessee's prompt, full and
faithful performance, observance and discharge of each and every agreement,
undertaking, covenant and provision to be performed, observed or discharged by
Lessee under the Lease, the Participation Agreement and all other Operative
Documents. The Guarantors' obligations to the Beneficiaries under this Guaranty
are hereinafter collectively referred to as the "Guarantors' Obligations" and,
with respect to each Guarantor individually, the "Guarantor's Obligations".
Notwithstanding the foregoing, the liability of each Guarantor individually with
respect to its Guarantor's Obligations shall be limited to an aggregate amount
equal to the largest amount that would not render its obligations hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or
any comparable provisions of any applicable state law. Each Guarantor agrees
that it is jointly and severally, directly and primarily liable (subject to the
limitation in the immediately preceding sentence) for Lessee's Liabilities.


         2. PAYMENT. If Lessee shall default in payment or performance of any of
Lessee's Liabilities, whether the payment of Rent, Lease Balance, the
Deficiency, the Lease Termination Amount, Breakage Costs, reasonable expenses,
fees (including, but not limited to, the Facility Fees, the Structuring Fee, the
Upfront Fee, the annual administration fee and reasonable attorneys' fees and
expenses) and indemnities or otherwise, when and as the same shall become due,
and after expiration of any applicable grace period, whether according to the
terms of the Lease, by acceleration, or otherwise, or upon the occurrence and
during the continuance of any Lease Event of Default, then any or all of the
Guarantors will, upon demand thereof by the Lessor (for its own account or,
following written request therefor, for the account of an Indemnitee), fully pay
to Lessor (or such Indemnitee), subject to any restriction on each


                                      -2-
<PAGE>
Guarantor's Obligations set forth in Section 1 hereof, an amount equal to all
Lessee's Liabilities then due and owing to Lessor (or such Indemnitee).

         3. ABSOLUTE RIGHTS AND OBLIGATIONS. This is a guaranty of payment and
not of collection. The Guarantors' Obligations under this Guaranty shall be
joint and several, absolute and unconditional irrespective of, and each
Guarantor hereby expressly waives, to the extent permitted by law, any defense
to its obligations under this Guaranty and any other Operative Documents to
which it is a party by reason of:

         (a) any lack of legality, validity or enforceability of the Lease, the
Participation Agreement, any other Operative Document, or of any other agreement
or instrument creating, providing security for, or otherwise relating to, any of
the Guarantors' Obligations, any of Lessee's Liabilities, or any other guaranty
of any of Lessee's Liabilities (the Operative Documents and all such other
agreements and instruments being collectively referred to as the "Related
Agreements");

         (b) any action taken under any of the Related Agreements, any exercise
of any right or power therein conferred, any failure or omission to enforce any
right conferred thereby, or any waiver of any covenant or condition therein
provided;

         (c) any acceleration of the maturity or due date of any of Lessee's
Liabilities, of the Guarantor's Obligations of any other Guarantor, or of any
other obligations or liabilities of any Person under any of the Related
Agreements;

         (d) any release, exchange, non-perfection, lapse in perfection,
disposal, deterioration in value, or impairment of any security for any of
Lessee's Liabilities, for any of the Guarantor's Obligations of any Guarantor,
or for any other obligations or liabilities of any Person under any of the
Related Agreements;

         (e) any dissolution of Lessee or any Guarantor or any other party to a
Related Agreement, or the combination or consolidation of Lessee or any
Guarantor or any other party to a Related Agreement into or with another entity
or any transfer or disposition of any assets of Lessee or any Guarantor or any
other party to a Related Agreement;

         (f) any extension (including without limitation extensions of time for
payment), renewal, amendment, restructuring or restatement of, and any
acceptance of late or partial payments under, the Lease, the Participation
Agreement or any other Operative Document or any other Related Agreement, in
whole or in part;

         (g) the existence, addition, modification, termination, reduction or
impairment of value, or release of any other guaranty (or security therefor) of
Lessee's Liabilities (including without limitation the Guarantor's Obligations
of any other Guarantor and obligations arising under any other Facility Guaranty
now or hereafter in effect);


                                      -3-
<PAGE>
         (h) any waiver of, forbearance or indulgence under, or other consent to
any change in or departure from any term or provision contained in the Lease,
any other Operative Document or any other Related Agreement, including without
limitation any term pertaining to the payment or performance of any of Lessee's
Liabilities, any of the Guarantor's Obligations of any other Guarantor, or any
of the obligations or liabilities of any party to any other Related Agreement;

         (i) any other circumstance whatsoever (with or without notice to or
knowledge of any Guarantor) which may or might in any manner or to any extent
vary the risks of such Guarantor, or might otherwise constitute a legal or
equitable defense available to, or discharge of, a surety or a guarantor,
including without limitation any right to require or claim that resort be had to
Lessee or any other Credit Party or to any collateral in respect of Lessee's
Liabilities or Guarantors' Obligations;

         (j) any assignment or subsequent reassignment of the Lease, the
Participation Agreement, this Guaranty or any other Operative Document, in whole
or in part, or the leasing or subletting of the Leased Property or any part
thereof;

         (k) any defect in the title, or any damage to or loss or destruction
of, or any interruption or cessation in the use of, the Leased Property or any
portion thereof by Lessee for any reason whatsoever (including, without
limitation, any governmental prohibition or restriction, Casualty, Condemnation,
requisition, or any other act on the part of any governmental authority, or any
act of force majeure) regardless of the duration thereof (even though such
duration would otherwise constitute a frustration of the Lease, the
Participation Agreement or any other Operative Document, as the case may be),
whether or not resulting from accident and whether or not without fault on the
part of Lessee or any other Person; and

         (l) the taking or the omission of any of the acts referred to in the
Lease, the Participation Agreement, this Guaranty or any other Operative
Document (including, without limitation, the giving of any consent referred to
herein or therein).

         It is the express purpose and intent of the parties hereto that this
Guaranty and the Guarantors' Obligations hereunder shall be absolute and
unconditional under any and all circumstances and shall not be discharged except
by payment as herein provided.

         4. CURRENCY AND FUNDS OF PAYMENT. All Guarantors' Obligations will be
paid in lawful currency of the United States of America and in immediately
available funds, regardless of any law, regulation or decree now or hereafter in
effect that might in any manner affect Lessee's Liabilities, or the rights of
any Beneficiary with respect thereto as against Lessee, or cause or permit to be
invoked any alteration in the time, amount or manner of payment by Lessee of any
or all of Lessee's Liabilities.

         5. EVENTS OF DEFAULT. Without limiting the provisions of Section 2
hereof, in the event that there shall occur and be continuing a Lease Event of
Default, then notwithstanding any collateral or other security or credit support
for Lessee's Liabilities, at the Lessor's election and

                                      -4-
<PAGE>
without notice thereof or demand therefor, the Guarantors' Obligations shall
immediately be and become due and payable.

         6. SUBORDINATION. Until this Guaranty is terminated in accordance with
Section 23 hereof, each Guarantor hereby unconditionally subordinates all
present and future debts, liabilities or obligations now or hereafter owing to
such Guarantor (i) of Lessee, to the payment in full of Lessee's Liabilities,
(ii) of every other Guarantor (an "obligated guarantor"), to the payment in full
of the Guarantors' Obligations of such obligated guarantor, and (iii) of each
other Person now or hereafter constituting a Credit Party, to the payment in
full of the obligations of such Credit Party owing to any Beneficiary and
arising under the Operative Documents. All amounts due under such subordinated
debts, liabilities, or obligations shall, upon the occurrence and during the
continuance of a Lease Event of Default, be collected and, upon request by
Lessor, paid over forthwith to the Lessor on account of Lessee's Liabilities,
the Guarantors' Obligations, or such other obligations, as applicable, and,
after such request and pending such payment, shall be held by such Guarantor as
agent and bailee of the Beneficiaries separate and apart from all other funds,
property and accounts of such Guarantor.

         7. SUITS. Each Guarantor from time to time shall pay to Lessor on
demand, at Lessor's place of business set forth in the Participation Agreement
or such other address as Lessor shall give notice of to such Guarantor, the
Guarantors' Obligations as they become or are declared due and, in the event
such payment is not made forthwith, Lessor may proceed to suit against any one
or more or all of the Guarantors. At Lessor's election, one or more and
successive or concurrent suits may be brought hereon by Lessor (or by
Administrative Agent, as its assignee) against any one or more or all of the
Guarantors, whether or not suit has been commenced against Lessee, any other
Guarantor, or any other Person and whether or not the Beneficiaries have taken
or failed to take any other action to collect all or any portion of Lessee's
Liabilities or have taken or failed to take any actions against any collateral
securing payment or performance of all or any portion of Lessee's Liabilities,
and irrespective of any event, occurrence, or condition described in Section 3
hereof.

         8. SET-OFF AND WAIVER. Each Guarantor waives any right to assert
against any Beneficiary as a defense, counterclaim, set-off, recoupment or cross
claim, any defense (legal or equitable) or other claim which such Guarantor may
now or at any time hereafter have against Lessee or the Beneficiaries without
waiving any additional defenses, set-offs, counterclaims or other claims
otherwise available to such Guarantor. Each Guarantor agrees that each
Beneficiary shall have a lien for all the Guarantor's Obligations upon all
deposits or deposit accounts, of any kind, or any interest in any deposits or
deposit accounts, now or hereafter pledged, mortgaged, transferred or assigned
to such Beneficiary or otherwise in the possession or control of such
Beneficiary for any purpose (other than solely for safekeeping) for the account
or benefit of such Guarantor, including any balance of any deposit account or of
any credit of such Guarantor with the Beneficiary, whether now existing or
hereafter established, and hereby authorizes each Beneficiary from and after the
occurrence and continuation of a Lease Event of Default at any time or times
with or without prior notice to apply such balances or any part thereof to such
of the Guarantor's Obligations to the Beneficiaries then due and in such amounts
as provided for in


                                      -5-
<PAGE>
the Lease and other Operative Documents or otherwise as they may elect. For the
purposes of this Section 8, all remittances and property shall be deemed to be
in the possession of a Beneficiary as soon as the same may be put in transit to
it by mail or carrier or by other bailee.

         9. WAIVER OF NOTICE; SUBROGATION:

         (a) Each Guarantor hereby waives to the extent permitted by law notice
of the following events or occurrences: (i) acceptance of this Guaranty; (ii)
the Lessor or any Indemnitee heretofore, now or from time to time hereafter
loaning monies or giving or extending credit to or for the benefit of Lessee,
whether pursuant to the Lease, the Participation Agreement or the other
Operative Document or Related Agreement or any amendments, modifications, or
supplements thereto, or replacements or extensions thereof; (iii) presentment,
demand, default, non-payment, partial payment and protest; and (iv) any other
event, condition, or occurrence described in Section 3 hereof. Each Guarantor
agrees that each Beneficiary may heretofore, now or at any time hereafter do any
or all of the foregoing in such manner, upon such terms and at such times as
each Beneficiary, in its sole and absolute discretion, deems advisable, without
in any way or respect impairing, affecting, reducing or releasing such Guarantor
from its Guarantor's Obligations, and each Guarantor hereby consents to each and
all of the foregoing events or occurrences.

         (b) Each Guarantor hereby agrees that payment or performance by such
Guarantor of its Guarantor's Obligations under this Guaranty may be enforced by
Lessor upon demand by Lessor to such Guarantor without Lessor being required,
such Guarantor expressly waiving to the extent permitted by law any right it may
have to require Lessor, to (i) prosecute collection or seek to enforce or resort
to any remedies against Lessee or any other Guarantor or any other guarantor of
Lessee's Liabilities, or (ii) seek to enforce or resort to any remedies with
respect to any security interests, Liens or encumbrances granted to the
Administrative Agent or any Lender or other party to a Related Agreement by
Lessee, any other Guarantor or any other Person on account of Lessee's
Liabilities or any guaranty thereof, IT BEING EXPRESSLY UNDERSTOOD, ACKNOWLEDGED
AND AGREED TO BY SUCH GUARANTOR THAT DEMAND UNDER THIS GUARANTY AGREEMENT MAY BE
MADE BY LESSOR, AND THE PROVISIONS HEREOF ENFORCED BY LESSOR, AT ANY TIME AFTER
ANY LEASE EVENT OF DEFAULT OCCURS AND IS CONTINUING.

         (c) Each Guarantor further agrees with respect to this Guaranty that it
shall have no right of subrogation, reimbursement, contribution or indemnity,
nor any right of recourse to security for Lessee's Liabilities unless and until
370 days immediately following the Lease Termination Date shall have elapsed
without the filing or commencement, by or against any Credit Party, of any state
or federal action, suit, petition or proceeding seeking any reorganization,
liquidation or other relief or arrangement in respect of creditors of, or the
appointment of a receiver, liquidator, trustee or conservator in respect to,
such Credit Party or its assets. This waiver is expressly intended to prevent
the existence of any claim in respect to such subrogation, reimbursement,
contribution or indemnity by any Guarantor against the estate of any other
Credit Party within the meaning of Section 101 of the Bankruptcy Code, in the
event of


                                      -6-
<PAGE>
a subsequent case involving any other Credit Party. If an amount shall be paid
to any Guarantor on account of such rights at any time during the continuance of
an Event of Default prior to termination of this Guaranty in accordance with the
provisions of Section 23 hereof, such amount shall be held in trust for the
benefit of the Beneficiaries and shall forthwith be paid to Lessor to be
credited and applied upon the Guarantors' Obligations, whether matured or
unmatured, in accordance with the terms of the Loan Agreement or otherwise as
the Beneficiaries may elect. The agreements in this subsection (c) shall survive
repayment of all of the Guarantors' Obligations, the termination or expiration
of this Guaranty in any manner, including but not limited to termination in
accordance with Section 23 hereof, and occurrence of the Lease Termination Date.

         10. EFFECTIVENESS: ENFORCEABILITY. This Guaranty Agreement shall be
effective as of the date first above written and shall continue in full force
and effect until termination in accordance with Section 23 hereof. Any claim or
claims that the Beneficiaries may at any time hereafter have against a Guarantor
under this Guaranty may be asserted by Lessor on behalf of the Beneficiaries by
written notice directed to such Guarantor in accordance with Section 25 hereof.

         11. REPRESENTATIONS AND WARRANTIES. Each Guarantor warrants and
represents to the Beneficiaries, that (a) it is a corporation duly organized and
validly existing under the laws of the jurisdiction of its incorporation and has
the requisite power and authority to (i) own its properties and assets and to
carry on its business as now being conducted and as contemplated in the
Operative Documents, and (ii) to execute, deliver and perform this Guaranty, (b)
it is qualified to do business and in good standing in every jurisdiction in
which failure to be so qualified or in good standing could reasonably be
expected to have a Material Adverse Effect, (c) it is duly authorized to
execute, deliver and perform this Guaranty and that this Guaranty has been duly
executed and delivered on behalf of such Guarantor by its duly authorized
representatives, (d) this Guaranty is legal, valid, binding and enforceable
against such Guarantor in accordance with its terms except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles, and (e) such Guarantor's execution, delivery and
performance of this Guaranty do not violate or constitute a breach of any of its
Operating Documents or Organizational Documents, any agreement or instrument to
which such Guarantor is a party, or any law, order, regulation, decree or award
of any Governmental Authority or arbitral body to which it or its properties or
operations is subject.

         12. EXPENSES. Each Guarantor agrees to be jointly and severally liable
for the payment of all reasonable fees and expenses, including attorneys' fees,
incurred by any Beneficiary in connection with the enforcement of this Guaranty,
whether or not suit be brought.

         13. REINSTATEMENT. Each Guarantor agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, at any time
payment received by any Beneficiary in respect of any Lessee's Liabilities is
rescinded or must be disgorged or restored for any


                                      -7-
<PAGE>
reason, or is repaid by any Beneficiary in whole or in part in good faith
settlement of any pending or threatened avoidance claim.

         14. ATTORNEY-IN-FACT. To the extent permitted by law, each Guarantor
hereby appoints Lessor and the Administrative Agent (which appointment of the
Administrative Agent shall be effective until the Loans shall have been repaid
and the Assignment of Lease released), for the benefit of the Lenders, as such
Guarantor's attorney-in-fact for the purposes of carrying out the provisions of
this Guaranty and taking any action and executing any instrument which such
appointees may deem necessary or advisable to accomplish the purposes hereof,
which appointment is coupled with an interest and is irrevocable; provided, that
such appointees shall have and may exercise rights under this power of attorney
only upon the occurrence and during the continuance of a Lease Event of Default.

         15. RELIANCE. Each Guarantor represents and warrants to the
Beneficiaries that: (a) such Guarantor has adequate means to obtain on a
continuing basis (i) from Lessee, information concerning Lessee and Lessee's
financial condition and affairs and (ii) from other reliable sources, such other
information as it deems material in deciding to provide this Guaranty (the
"Other Information"), and has full and complete access to Lessee's books and
records and to such Other Information; (b) such Guarantor is not relying on any
Beneficiary or its or their employees, directors, agents or other
representatives or Affiliates, to provide any such information, now or in the
future; (c) such Guarantor has been furnished with and reviewed the terms of the
Lease, the Participation Agreement and such other Operative Documents as it has
requested, is executing this Guaranty freely and deliberately, and understands
the obligations and financial risk undertaken by providing this Guaranty; (d)
such Guarantor has relied solely on the Guarantor's own independent
investigation, appraisal and analysis of Lessee, Lessee's financial condition
and affairs, the Other Information, and such other matters as it deems material
in deciding to provide this Guaranty and is fully aware of the same; and (e)
such Guarantor has not depended or relied on any Beneficiary or its or their
employees, directors, agents or other representatives or Affiliates, for any
information whatsoever concerning Lessee or Lessee's financial condition and
affairs or any other matters material to such Guarantor's decision to provide
this Guaranty, or for any counseling, guidance, or special consideration or any
promise therefor with respect to such decision. Each Guarantor agrees that no
Beneficiary has any duty or responsibility whatsoever, now or in the future, to
provide to such Guarantor any information concerning Lessee or Lessee's
financial condition and affairs, or any Other Information, other than as
expressly provided herein, and that, if such Guarantor receives any such
information from any Beneficiary or its or their employees, directors, agents or
other representatives or affiliates, such Guarantor will independently verify
the information and will not rely on any Beneficiary or its or their employees,
directors, agents or other representatives or Affiliates, with respect to such
information.

         16. RULES OF INTERPRETATION. The rules of interpretation contained in
paragraphs 1, 2 and 3 of Appendix A to the Participation Agreement shall be
applicable to this Guaranty and are hereby incorporated by reference. All
representations and warranties contained herein shall


                                      -8-
<PAGE>
survive the delivery of documents and any leasing or extension of credit
referred to herein or guaranteed hereby.

         17. ENTIRE AGREEMENT. This Guaranty Agreement, together with the Lease
and other Operative Documents, constitutes and expresses the entire
understanding between the parties hereto with respect to the subject matter
hereof, and supersedes all prior negotiations, agreements, understandings,
inducements, commitments or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and supersede any
course of performance or usage of the trade inconsistent with any of the terms
hereof. Except as provided in Section 23, neither this Guaranty nor any portion
or provision hereof may be changed, altered, modified, supplemented, discharged,
canceled, terminated, or amended orally or in any manner other than as provided
in the Participation Agreement.

         18. BINDING AGREEMENT; ASSIGNMENT. This Guaranty Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and inure to the
benefit of the parties hereto, and to their respective heirs, legal
representatives, successors and assigns; provided, however, that no Guarantor
shall be permitted to assign any of its rights, powers, duties or obligations
under this Guaranty or any other interest herein without the prior written
consent of Lessor. Without limiting the generality of the foregoing sentence of
this Section 18, Lessor may assign to one or more Persons, all or any part of
its rights and obligations under the Lease (to the extent permitted by the Lease
and Participation Agreement) including, without limitation, pursuant to the
Assignment of Lease and any Lender may assign to one or more Persons or grant to
one or more Persons participations in or to, all or any part of its rights and
obligations under the Loan Agreement, as the case may be (to the extent
permitted thereby); and to the extent of any such assignments or participation,
as the case may be, such other Person shall, to the fullest extent permitted by
law, thereupon become vested with all the benefits in respect thereof granted to
Lessor or to such Lender (or its agent) herein or otherwise, subject however, to
the provisions of the Participation Agreement, including Section 9 thereof
(concerning the Administrative Agent) and Section 6 thereof concerning
assignments and participations. All references herein to Lessor shall include
any assignee or successor thereof and all references herein to the
Administrative Agent shall include any successor thereof.

         19. SWAP AGREEMENTS. All obligations of Lessee under Swap Agreements to
which any Lender or its affiliates are a party shall be deemed to be Lessee's
Liabilities and each Beneficiary or Affiliate of a Beneficiary that is a party
to any such Swap Agreement shall be deemed to be a Beneficiary hereunder with
respect to such Lessee's Liabilities; provided, however, that such obligations
shall cease to be Lessee's Liabilities at such time as such Person (or affiliate
of such Person) shall cease to be a "Beneficiary".

         20. SEVERABILITY. The provisions of this Guaranty are independent of
and separable from each other. If any provision hereof shall for any reason be
held invalid or unenforceable, such invalidity or unenforceability shall not
affect the validity or enforceability of any other provision hereof, but this
Guaranty shall be construed as if such invalid or unenforceable provision had
never been contained herein.


                                      -9-
<PAGE>
         21. COUNTERPARTS. This Guaranty Agreement may be executed in any number
of counterparts each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Guaranty to
produce or account for more than one such counterpart executed by the Guarantor
against whom enforcement is sought.

         22. INDEMNIFICATION. Without limitation of Section 7 of the
Participation Agreement or any other indemnification provision in any Operative
Document, each Guarantor agrees to indemnify and hold harmless each Beneficiary
and each of their affiliates and their respective officers, directors,
employees, agents, and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities, costs, and expenses
(including, without limitation, reasonable attorneys' fees) that may be incurred
by or asserted or awarded against any Indemnified Party, in each case arising
out of or in connection with or by reason of (including, without limitation, in
connection with any investigation, litigation or proceeding or preparation of
defense in connection therewith) the Operative Documents, any of the
transactions contemplated herein or the actual or proposed use of the proceeds
of the Loans or other extension of credit under the Operative Documents
(including any of the foregoing arising from the negligence of the Indemnified
Party), except to the extent such claim, damage, loss, liability, cost, or
expense is found in a final, non-appealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 22 applies, such indemnity
shall be effective whether or not such investigation, litigation or proceeding
is brought by such Guarantor or any other Credit Party, any of their respective
directors, shareholders or creditors, or an Indemnified Party or any other
Person, or any Indemnified Party is otherwise a party thereto and whether or not
the transactions contemplated hereby are consummated. Each Guarantor agrees that
no Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to it, any of its subsidiaries or affiliates, or
any security holders or creditors thereof arising out of, related to or in
connection with the transactions contemplated herein, except to the extent that
such liability is found in a final non-appealable judgment by a court of
competent jurisdiction to have directly resulted from such Indemnified Party's
gross negligence or willful misconduct. Each Guarantor agrees not to assert any
claim against any Beneficiary, any of its affiliates, or any of their directors,
officers, employees, attorneys, agents, or advisers, on any theory of liability,
for special, indirect, consequential, or punitive damages arising out of or
otherwise relating to the Operative Documents, any of the Transactions
contemplated therein or the actual or proposed use of the proceeds of the Loans
or other extension of credit under the Operative Documents. The agreements in
this Section 22 shall survive repayment of all of the Guarantors' Obligations
and the termination or expiration of this Guaranty in any manner, including but
not limited to termination upon occurrence of the Lease Termination Date.

         23. TERMINATION. Subject to reinstatement pursuant to Section 13 hereof
and so long as no Default or Event of Default shall have occurred, this Guaranty
and all of the Guarantors' Obligations hereunder (excluding those obligations
and liabilities that expressly survive such termination) shall terminate on the
Lease Termination Date.


                                      -10-
<PAGE>
         24. REMEDIES CUMULATIVE: LATE PAYMENTS. All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies of Lessor or
any other Beneficiary provided by law or under the Lease, the Participation
Agreement, the other Operative Documents or other applicable agreements or
instruments. The leasing of the Leased Property to Lessee and, in turn, the
making of the Loans and other extensions of credit to Lessor pursuant to the
Participation Agreement shall be conclusively presumed to have been made or
extended, respectively, in reliance upon each Guarantor's guaranty of Lessee's
Liabilities pursuant to the terms hereof. Any amounts not paid when due under
this Guaranty shall bear interest at the Overdue Rate.

         25. NOTICES. Any notice required or permitted hereunder shall be given,
(a) with respect to each Guarantor, at the address of Lessee indicated in
Section 10.2 of the Participation Agreement and (b) with respect to Lessor or
any other Beneficiary, at the Administrative Agent's address indicated in
Section 10.2 of the Participation Agreement. All such addresses may be modified,
and all such notices shall be given and shall be effective, as provided in
Section 10.2 of the Participation Agreement.

         26. GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL.

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO
BE FULLY PERFORMED, IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.

         (b) EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS
THAT ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY STATE OR
FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED
STATES OF AMERICA AND, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT, SUCH
GUARANTOR EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS
PROPERTY BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH
GUARANTOR HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE
JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

         (c) EACH GUARANTOR AGREES THAT SERVICE OF PROCESS MAY BE MADE BY
PERSONAL SERVICE OF A COPY OF THE SUMMONS AND COMPLAINT OR OTHER LEGAL PROCESS
IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL
(POSTAGE PREPAID) TO THE ADDRESS FOR NOTICES TO SUCH GUARANTOR IN EFFECT
PURSUANT TO SECTION 25 HEREOF, OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR
UNDER THE APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK.


                                      -11-
<PAGE>
         (d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF SHALL PRECLUDE
LESSOR, OR ITS ASSIGNS, FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY OPERATIVE DOCUMENT IN THE COURTS OF ANY JURISDICTION WHERE
ANY GUARANTOR OR ANY OF SUCH GUARANTOR'S PROPERTY OR ASSETS MAY BE FOUND OR
LOCATED. TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH
JURISDICTION, EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT, ACTION OR
PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY
BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE UNDER
APPLICABLE LAW.

         (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER OR RELATED TO THIS GUARANTY OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
CONNECTION THEREWITH, EACH GUARANTOR AND LESSOR HEREBY AGREE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT ANY SUCH PERSON MAY HAVE TO TRIAL
BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING.

         (f) EACH GUARANTOR HEREBY EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE
THAT ANY COURT TO WHOSE JURISDICTION IT HAS SUBMITTED PURSUANT TO THE TERMS
HEREOF IS AN INCONVENIENT FORUM.


                            [SIGNATURE PAGE FOLLOWS.]



                                      -12-
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Guaranty as of the day and year first written above.

                                         GUARANTORS:

                                         [NEW  SUBSIDIARY], its Parent


WITNESS:

                                         By:_______________________________
_____________________________                Name
                                             Title:
_____________________________
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Guaranty as of the day and year first written above.

                                      GUARANTORS:

                                      [NEW SUBSIDIARY], its Parent

WITNESS:

                                       By: _________________________________
_____________________________              Name
                                           Title:
_____________________________