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                                                                   EXHIBIT 10.40

                                                                      Appendix A

                         RULES OF USAGE AND DEFINITIONS


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

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

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

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

   (d)   References to any Person shall include such Person, its
  successors and permitted assigns and transferees.

   (e)   Except as otherwise expressly provided, reference to any agreement
  means such agreement as amended, modified, extended or supplemented from time
  to time in accordance with the applicable provisions thereof.

   (f)   Except as otherwise expressly provided, references to any law includes
  any amendment or modification to such law and any rules or regulations issued
  thereunder or any law enacted in substitution or replacement therefor.

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

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

   (i)     Each of the parties to the Operative Agreements and their
  counsel have reviewed and revised, or requested revisions to, the Operative
  Agreements, and the usual rule


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  of construction that any ambiguities are to be resolved against the
  drafting party shall be inapplicable in the construing and interpretation of
  the Operative Agreements and any amendments or exhibits thereto.


                                  Definitions

   "Acceleration" shall have the meaning assigned to such term in Article IX of
the Credit Agreement.

   "Acquisition Advance" shall have the meaning assigned to such term in
Section 5.03 of the Participation Agreement.

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

   "Affiliate"  with respect to any Person, any other Person (i) which directly
or indirectly controls, is controlled by, or is under common control with such
Person, (ii) which  beneficially owns or holds 5% or more of any class of the
voting or other equity interests of such Person, or (iii) 5% or more of any
class of voting interests or other equity interests of which is beneficially
owned or held, directly or indirectly, by such Person.  Control, as used in
this definition, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, including the power to elect a majority of the directors or trustees
of a corporation or trust, as the case may be.

   "Administrative Agent" shall mean PNC Bank, National Association, and its
permitted successors and assigns, together with its affiliates, as the arranger
of the Commitments and as the administrative agent for the Lenders under this
Agreement and the other Operative Agreements.

   "Agents" shall mean the Administrative Agent, the Syndication Agent and the
Real Estate Administrative Agent and "Agent" shall mean any one of the
foregoing; provided, however, that for purposes of receiving and giving all
notices, making all decisions, exercising all remedies and in any other manner
relating to the Project Loan Documents, the Security Documents, the Development
Documents and the Leases and Lease Supplements, all references to the "Agent"
shall be to the Real Estate Administrative Agent, and for purposes of all other
Operative Agreements, all references to the "Agent" shall be to the
Administrative Agent.

   "Agree" shall have the meaning assigned to such term in Section 14.01 of the
Participation Agreement.

"Agree Lessor" shall have the meaning assigned to such term in Section 14.01 of
the Participation Agreement.


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   "Agree LLC Agreement" shall have the meaning assigned to such term in
Section 14.04 of the Participation Agreement.

  "Agree LLC Pledge" shall have the meaning assigned to such term in Section
14.04 of the Participation Agreement.

   "Agree LLC Preferred Return" shall have the meaning assigned to such term in
Section 1.1 of each Agree Project Loan Agreement.

 "Agree Project" shall have the meaning assigned to such term in Section 14.01
of the Participation Agreement.

   "Agree Project Loan" shall have the meaning assigned to such term in Section
14.01 of the Participation Agreement.

   "Agree Project Loan Agreement" shall have the meaning assigned to such term
in Section 14.02 of the Participation Agreement.

   "Agree SPC" shall have the meaning assigned to such term in Section 14.01 of
the Participation Agreement.

   "Aggregate Commitment Amount" shall mean $250,000,000, as such amount may be
increased or decreased pursuant to the Credit Agreement.

   "After Tax Basis" shall mean, with respect to any payment to be received,
the amount of such payment increased so that, after deduction of the amount of
all taxes required to be paid by the recipient (less any tax savings realized
and the present value of any tax savings projected to be realized by the
recipient as a result of the payment) with respect to the receipt by the
recipient of such amounts, such increased payment (as so reduced) is equal to
the payment otherwise required to be made.

 "Allocation Request" shall have the meaning assigned to such term in Section
4.03 of the Participation Agreement.

   "Annual Lease Financing Rent Expense" shall mean on any date the aggregate
of all Lease Financing Rent Expense for the immediately preceding four
consecutive Fiscal Quarters.

   "Annual Rent Expense" shall mean on any date the aggregate of all Rent
Expense for the immediately preceding four consecutive Fiscal Quarters.

   "Annual Statements"  shall have the meaning assigned to such term in Section
7.03(i) of the Participation Agreement.


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   "Appraisal Procedure" shall have the meaning given such term in Section 22.3
of a Lease.

   "Appurtenant Rights" shall mean (i) all agreements, easements, rights of way
or use, rights of ingress or egress, privileges, appurtenances, tenements,
hereditaments and other rights and benefits at any time belonging or pertaining
to the Land or the Improvements, including, without limitation, the use of any
streets, ways, alleys, vaults or strips of land adjoining, abutting, adjacent
or contiguous to the Land and (ii) all permits, licenses and rights, whether or
not of record, appurtenant to the Land.

   "Assignment of Contracts" shall mean, collectively, the Assignment of
Contracts, dated as of each Property Closing Date, by the Owner Trustee in
favor of the Real Estate Administrative Agent, substantially in the form of
Exhibit I to the Credit Agreement.

   "Assignment of Development Agency Agreement" shall have the meaning assigned
to such term in Section 1.1 of each Project Loan Agreement.

 "Assignment of Lease" shall have the meaning assigned to such term in Section
1.1 of each Project Loan Agreement.

   "Authorized Officer" shall mean the Chief Executive Officer, President,
Chief Operating Officer, Chief Financial Officer, Vice President-Finance, Vice
President, Group Planning and Resource Management, Vice President, Planning or
Treasurer of any Guarantor.

   "Available Commitments" shall mean, at any particular time, an amount equal
to the difference between (a) the amount of the Commitments and (b) the sum of
(i) the aggregate amount of all Loans made pursuant to the Credit Agreement and
(ii) the aggregate amount of all Project Loans not yet advanced multiplied by
150%.

   "BBA shall have the meaning assigned to that term in the definition of
Euro-Rate.

   "BPI" shall mean Borders Properties, Inc., a corporation organized and
existing under the laws of the State of Delaware, and its permitted successors
and assigns.

   "Bankers Trust" shall mean Bankers Trust Company, a banking corporation
organized and existing under the laws of the State of New York, and its
permitted successors and assigns.

   "Bankruptcy Code" shall mean Title 11 of the United States Code entitled

   "Bankruptcy," as now or hereafter in effect, or any successor thereto.

   "Base Rate" shall mean the greater of (i) the interest rate per annum
announced from time to time by the Administrative Agent at its Principal Office
as its then prime rate, which rate may not be the lowest rate then being
charged to commercial borrowers by the Administrative Agent, or


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(ii) the Federal Funds Effective Rate plus 1/2% per annum.  Such
interest rate shall change automatically from time to time effective as of the
effective date of each change, as determined by the Administrative Agent in its
sole discretion.

   "Base Rate Borrowing Tranche" shall mean a Borrowing Tranche consisting of
all Revolving Credit Loans to which a Base Rate Option applies.

   "Base Rate Option" shall mean the option of the Borrower to have Revolving
Credit Loans bear interest at the rate and under the terms and conditions set
forth in Section 4.01(a)(i) of the Credit Agreement.

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

   "Basic Term" shall have the meaning assigned to such term in Section 2.2 of
each Lease.

   "Basic Term Expiration Date" shall mean the Maturity Date.

   "Benefit Arrangement" shall mean at any time an "employee benefit plan,"
within the meaning of Section 3(3) of ERISA, which is neither a Plan nor a
Multiemployer Plan and which is maintained, sponsored or otherwise contributed
to, by the Company or any of its Subsidiaries.

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

   "Books, Etc." shall mean Books Etc. Limited, company number 1580771,
organized and existing under the laws of the United Kingdom, and its permitted
successors and assigns.

   "Borders"  shall mean Borders, Inc., a corporation organized and existing
under the laws of the State of Colorado, and its permitted successors and
assigns.

   "Borders' Note" shall mean that certain promissory note in the original
principal amount of $192,114,261, dated May 23, 1995, executed by Borders and
payable to Walden and which has been assigned to WPI.

   "Borrower" shall mean Wilmington Trust Company, not in its individual
capacity, except as expressly stated in the Operative Agreements, but solely as
Owner Trustee.

   "Borrowing Date" shall mean with respect to any Loan, the date for the
making thereof or the renewal or conversion thereof to the same or a different
Interest Rate Option, which shall be a Business Day.


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   "Borrowing Request" shall have the meaning specified in Section 2.6 of each
Project Loan Agreement.

   "Borrowing Tranche" shall mean specified portions of Loans outstanding to
the Borrower as follows:  (i) any Loans to which a Euro-Rate Option applies and
which have the same Interest Period shall constitute one Borrowing Tranche and
(ii) all Loans to which a Base Rate Option applies shall constitute one
Borrowing Tranche.

   "Business Day" shall mean any day other than a Saturday or Sunday or a legal
holiday on which commercial banks are authorized or required to be closed for
business in Pittsburgh, Pennsylvania, New York, New York, Wilmington, Delaware
or Chicago, Illinois, and if the applicable Business Day relates to any Loan to
which the Euro-Rate Option applies, such day must also be a day on which
dealings are carried on in the London Interbank market.

   "Capitalized Lease"  as applied to any Person, any lease of property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.

   "Capitalized Lease Obligations"  as applied to any Person, the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on the balance sheet of such Person prepared in accordance with GAAP.

   "Capitalized Rent Expense" shall mean an amount equal to four times the sum
of Rent Expense and Lease Financing Rent Expense.

   "Casualty" shall mean, with respect to any Property, any damage or
destruction of all or any portion of such Property as a result of a fire or
other casualty.

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

   "Certifying Party" shall have the meaning specified in Section 27.1 of each
Lease.

   "Change in Control" shall mean (a) the direct or indirect acquisition or
ownership by any Person or any syndicate or other group formed or existing for
the purpose of acquiring, holding or disposing of securities of the Company
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934
of stock of the Company having in the aggregate more than 30% of the voting
power in the general election of directors (including securities convertible by
their terms into stock having such voting power) or (b) during any period of 12
consecutive calendar months, commencing on the Effective Date, an event or
circumstance as a result of which those individuals (the "Continuing
Directors") who (i) were directors of the Company on the first day of each such
period or (ii) subsequently became directors of the Company and whose initial
election or initial nomination


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for election subsequent to that date was approved by a majority of the
Continuing Directors then on the Board of Directors of the Company, cease to
constitute a majority of the Board of Directors of the Company.

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

   "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute thereto.

   "Collateral" all assets of the Borrower, now owned or hereafter acquired,
upon which a Lien is purported to be created by the Security Documents.

   "Commencement Date" shall, with respect to each Project Loan, have the
meaning assigned to such term in Section 1.1 of each Project Loan Agreement.

   "Commitment"  as to any Lender at any date, the obligation of such Lender at
such date to (a) make Revolving Credit Loans to the Borrower and (b)
participate in Swing Loans made to the Borrower, in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth opposite
such Lender's name on Schedule II to the Credit Agreement in the column labeled
"Amount of Commitment" as such Schedule may be amended or supplemented from
time to time in accordance with the provisions of Section 12.08(a) of the
Credit Agreement; collectively, as to all such Lenders, the "Commitments", in
either case as such amounts may be reduced or terminated pursuant to Section
2.06 of the Credit Agreement or cancelled pursuant to Article IX of the Credit
Agreement.

   "Company"  shall mean Borders Group, Inc., a corporation organized and
existing under the laws of the State of Michigan, and its permitted successors
and assigns.

   "Completion" shall mean, with respect to any Improvements, such time as
substantial completion of such Improvements has been achieved in accordance
with the Plans and Specifications and in compliance with all material Legal
Requirements and Insurance Requirements and otherwise in accordance with the
Development Agreement.

   "Completion Guarantee" shall have the meaning assigned to such term in
Section 1.1 of each Project Loan Agreement.

   "Condemnation" shall mean any taking or sale of the use, access, occupancy,
easement rights or title to any Property or any part thereof, wholly or
partially (temporarily or permanently), by or on account of any actual or
threatened eminent domain proceeding or other taking of action by any Person
having the power of eminent domain, including an action by a Governmental
Authority to change the grade of, or widen the streets adjacent to, any
Property or alter


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the pedestrian or vehicular traffic flow to any Property so as to result in a
change in access to such Property, or by or on account of an eviction by
paramount title or any transfer made in lieu of any such proceeding or action.

   "Consent to Assignment" shall mean the Consent to Assignment of Leases and
Rents in the form attached to each Assignment of Leases.

   "Consent to Assignment of Development Agency Agreement" shall mean the
Consent to Assignment of Development Agency Agreement in the form attached to
each Assignment of Development Agency Agreement.

   "Consolidated Cash Flow from Operations" shall mean for any period of
determination shall mean the sum of Consolidated Net Income (excluding (i)
extraordinary gains, but not losses, and (ii) income or loss of any Person in
which the Company owns less than 50% of the shares of capital stock,
partnership interests or membership interests), depreciation, amortization,
interest expense, Rent Expense, Lease Financing Rent Expense and income tax
expense, in each case of the Company and its Subsidiaries for such period
determined and consolidated in accordance with GAAP; provided, however, that
there shall be excluded in calculating Consolidated Net Income any losses
attributable to the use of a fair value methodology for recognition and
measurement of impairment of goodwill not identified with impaired assets in
accordance with Accounting Principles Board Opinion No. 17.

    "Consolidated Funded Indebtedness"  shall mean as of any date of
determination, the aggregate of the Indebtedness for borrowed money (including
any Capitalized Lease Obligations and any Contingent Obligations in respect of
borrowed money or Capitalized Lease Obligations of third Persons) of the
Company and its Subsidiaries, all as determined and consolidated in accordance
with GAAP, plus the amount of the Contingent Obligations arising under Article
IX of the Guarantee.

   "Consolidated Net Income"  shall mean for any period the aggregate of the
net income of the Company and its Subsidiaries for such period determined and
consolidated in accordance with GAAP.

   "Consolidated Tangible Net Worth" shall mean as of any date of determination
total stockholders' equity less intangible assets of the Company and its
Subsidiaries as of such date determined and consolidated in accordance with
GAAP.

   "Consolidated Total Capital" shall mean as of any date of determination the
sum of (a) total stockholders' equity of the Company and its Subsidiaries as of
such date determined and consolidated in accordance with GAAP, plus (b)
Consolidated Funded Indebtedness.

   "Construction Advance" shall mean an advance of funds to pay Project Costs
pursuant to any Project Loan Agreement.


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 "Construction Budget" shall have the meaning assigned to such term in Section
1.1 of each Project Loan Agreement.

   "Construction Budget Deficit" shall have the meaning assigned to that term
in Section 2.3 of each Project Loan Agreement.

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

   "Construction Period" shall mean, with respect to a Property, the period
commencing on the Property Closing Date for such Property and ending on the
earlier to occur of (a) the Interest Capitalization Termination Date and (b)
the Completion of such Property.

   "Construction Project"  shall have the meaning assigned to such term in
Section 2.08 of the Participation Agreement.

   "Consulting Professional" shall have the meaning assigned to such term in
Section 1.1 of each Project Loan Agreement.

   "Contingent Obligations" shall mean as to any Person, any obligation of such
Person guaranteeing or in effect guaranteeing any liability or obligation of
any other Person (other than, if the first Person is a Guarantor, another
Guarantor) in any manner, whether directly or indirectly, including any
agreement, undertaking or arrangement to indemnify or hold harmless any other
Person (other than, if the first Person is a Guarantor, another Guarantor), any
performance bond or other suretyship arrangement, any contingent agreement to
purchase or provide funds for such liability or obligation, any comfort letter,
any take-or-pay contract, and any other form of assurance against loss, except
endorsements of negotiable or other instruments for deposit or collection in
the ordinary course of business.

   "Contracts" shall have the meaning assigned to such term in Section 2(c) of
each Assignment of Leases.

   "Contract Rents" shall have the meaning assigned to such term in Section
2(c) of each Assignment of Leases.

   "Contractual Obligations" shall have the meaning assigned to such term in
Section 1.1 of each Project Loan Agreement.

   "Control" shall mean (including the correlative meanings of the terms
"controlled by" and "under common control with"), as used with respect to any
Person, the possession directly or indirectly, of the power to direct or cause
the direction of the management policies of such Person, whether through the
ownership of voting securities or by contract or otherwise.



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   "Corporate Credit Agreement" shall mean the Amended and Restated
Multicurrency Credit Agreement, dated as of March 28, 1995, and amended and
restated as of October 17, 1997, by and among each Lessee, BGP (UK) Limited,
the lenders party thereto, PNC Bank, National Association, as administrative
agent thereunder, The First National Bank of Chicago, as syndication agent
thereunder, and Bankers Trust Company, as real estate administrative agent
thereunder as the same may be amended, supplemented or otherwise modified from
time to time.

   "Credit Agreement"  shall mean the Credit Agreement, dated as of the
Effective Date, between the Owner Trustee, the Administrative Agent and the
Lenders.

   "Credit Agreement Account" shall have the meaning assigned to such term in
Section 11.01(a) of the Credit Agreement.

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

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

 "Credit Agreement Interest Rate" shall have the meaning specified in Section
1.1 of each Project Loan Agreement.

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

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

   "Developer" shall mean an entity chosen by a Lessee pursuant to the
Participation Agreement to construct and develop a particular Construction
Project.

   "Developer Certificate" shall have the meaning specified in Section 1.1 of
each Project Loan Agreement.

   "Developer Basic Rent" shall mean the amount set forth in a Lease as
"Developer Basic Rent."

   "Developer Equity"  shall have the meaning specified in Section 1.1 of each
Project Loan Agreement.

   "Developer Yield"  shall have the meaning specified in Section 1.1 of each
Project Loan Agreement.


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   "Development Agreement" shall mean a Development Agreement, dated as of each
Property Closing Date or the Construction Commencement Date, if later, between
a Lessor and the Lessee substantially in the form of Exhibit E to the
Participation Agreement.

   "Development Agency Agreement" shall have the meaning specified in Section
1.1 of each Project Loan Agreement.

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

   "Development Agreement Event of Default" shall mean any default by the
Lessor under the Development Agreement, after the expiration of any notice and
cure periods, if any.

   "Development Documents" shall mean the collective reference to the
Architect's Agreement, the Development Agreement, the Development Agency
Agreement, the Plans and Specifications and the Permits.

   "Distributions" shall have the meaning assigned to such term in Section
12.05 of the Guarantee.

   "Dollar Equivalent" shall mean with respect to any amount of any currency,
the Equivalent Amount of such currency expressed in Dollars.

   "Dollars", "U.S. Dollars" and "$" shall mean dollars in lawful currency of
the United States of America.

   "Domestic Joint Venture" shall mean individually and "Domestic Joint
Ventures" shall mean collectively any corporation, partnership, limited
liability company, joint venture or other entity (i) organized under the laws
of any state of the United States of America for the purpose of doing business
primarily in the United States of America and (ii) in which the Company and its
Subsidiaries own less than 50% of the capital stock, partnership interests,
membership interests or other ownership interests.

   "Domestic Purchase" means any transaction, or any series of related
transactions, consummated on or after the Effective Date, by which the Company
or any of its Subsidiaries (a) acquires (i) any ongoing business organized
under the laws of any state of the United States of America for the purpose of
doing business primarily in the United States of America or (ii) all or
substantially all of the assets of any Person or division thereof which assets
are located primarily in the United States of America, whether through purchase
of assets, merger or otherwise, or (b) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series of transactions) all
or substantially all of the securities of a corporation organized under the
laws of any state of the United States of America for the purpose of doing
business primarily in the United States



<PAGE>   12




of America, which securities have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or all or substantially all (by percentage and
voting power) of the outstanding partnership interests of a partnership or
membership interests of a limited liability company, in either case which
partnership or limited liability company is organized under the laws of any
state of the United States of America for the purpose of doing business
primarily in the United States of America.

   "Domestic Subsidiary"shall mean individually and "Domestic Subsidiaries"
shall mean collectively any Subsidiary of the Company organized under the laws
of any state of the United States of America for the purpose of doing business
primarily in the United States of America.

   "Effective Date" shall mean the effective date of the amendment and
restatement of the Prior Agreement, which shall occur on October 17, 1997 or,
if all the conditions specified in Article VII of the Credit Agreement have not
been satisfied or waived by such date, not later than November 30, 1997, as
designated by the Company by at least three (3) Business Days' advance notice
to the Administrative Agent, or such other date as the Company and the Lenders
agree.  The closing on the Effective Date shall take place at 10:00 A.M.,
Chicago time, on the Effective Date at the offices of Schiff Hardin & Waite,
7200 Sears Tower, Chicago, Illinois 60606, or at such other time and place as
the parties agree.

   "Environmental Audit" shall mean a phase one environmental audit of each
Property to be acquired by a Lessor on any Property Closing Date.

   "Environmental Complaint" shall mean any written complaint (including but
not limited to any complaint alleging a cause of action for personal injury or
property damage or natural resource damage or equitable relief), order, notice
of violation, citation, request for information issued pursuant to any
Environmental Laws by a Governmental Authority, subpoena or other written
notice of any type relating to, arising out of, or issued pursuant to any of
the Environmental Laws or any Environmental Conditions, as the case may be.

   "Environmental Conditions" shall mean any conditions of the environment,
including the work place, the ocean, natural resources (including flora or
fauna), soil, surface water, ground water, any actual or potential drinking
water supply sources, substrata or the ambient air, relating to or arising out
of, or caused by the use, handling, storage, treatment, recycling, generation,
transportation, release, spilling, leaking, pumping, emptying, discharging,
injecting, escaping, leaching, disposal, dumping, threatened release or other
management or mismanagement of Regulated Substances.

   "Environmental Laws" shall mean all federal, state, local and foreign Laws
and regulations, including permits, licenses, authorizations, bonds, orders,
judgments, consent decrees issued, or entered into, pursuant thereto, relating
to pollution or protection of human health or the environment or employee
safety in the work place.


<PAGE>   13




   "Environmental Violation" shall mean any activity, occurrence or condition
that violates or threatens to violate or results in or threatens to result in
non-compliance with any Environmental Law.

   "Equipment" shall mean equipment, apparatus, furnishings, fittings and
personal property of every kind and nature whatsoever purchased, leased or
otherwise acquired by using the proceeds of a Project Loan by the Lessee or the
Lessor or the Developer and now or subsequently attached to, contained in or
used or usable in any way in connection with any operation or letting of a
Property, including but without limiting the generality of the foregoing, all
screens, awnings, shades, blinds, curtains, draperies, artwork, carpets, rugs,
storm doors and windows, shelving, display cases, counters, furniture and
furnishings, heating, electrical, and mechanical equipment, lighting,
switchboards, plumbing, ventilation, air conditioning and air-cooling
apparatus, refrigerating, and incinerating equipment, escalators, elevators,
loading and unloading equipment and systems, stoves, ranges, laundry equipment,
cleaning systems (including window cleaning apparatus), telephones,
communication systems (including satellite dishes and antennae), televisions,
computers, sprinkler systems and other fire prevention and extinguishing
apparatus and materials, security systems, motors, engines, machinery, pipes,
pumps, tanks, conduits, appliances, fittings and fixtures of every kind and
description; provided, however, that Equipment shall not include any inventory
acquired by the Lessee in connection with a Property.

   "Equivalent Amount" shall mean, at any time, as determined by the
Administrative Agent (which determination shall be conclusive absent manifest
error), with respect to an amount of any currency (the "Reference Currency")
which is to be computed as an equivalent amount of another currency (the
"Equivalent Currency"); (i) if the Reference Currency and the Equivalent
Currency are the same, the amount of such Reference Currency, or (ii) if the
Reference Currency and the Equivalent Currency are not the same, the amount of
such Equivalent Currency converted from such Reference Currency at the
Administrative Agent's spot selling rate (based on the market rates then
prevailing and available to the Administrative Agent) for the sale of such
Equivalent Currency for such Reference Currency at a time determined by the
Administrative Agent on the second Business Day immediately preceding the event
for which such calculation is made.

   "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
the same may be amended or supplemented from time to time, and any successor
statute of similar import, and the rules and regulations thereunder, as from
time to time in effect.

   "ERISA Group" shall mean, at any time, the Guarantors and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control and all other entities which, together with
the Guarantors, are treated as a single employer under Section 414 of the
Internal Revenue Code.

   "Euro-Rate" shall mean with respect to the Loans comprising any Euro-Rate
Borrowing Tranche for any Interest Period, the interest rate per annum
determined by the Administrative Agent by dividing (the resulting quotient
rounded upward to the nearest 1/100th of



<PAGE>   14




1% per annum) (i) the rate of interest determined by the Administrative Agent
in accordance with its usual procedures (which determination shall be
conclusive absent manifest error) to be the average of the London interbank
offered rates for Dollars quoted by British Bankers' Association ("BBA") as set
forth on Dow Jones Market Service display page 3750 (or appropriate successor
or, if BBA or its successor ceases to provide such quotes, a comparable
replacement) at approximately 11:00 a.m. London time two (2) Business Days
prior to the first day of such Interest Period for an amount comparable to such
Borrowing Tranche and having a Borrowing Date and a maturity comparable to such
Interest Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage.  Such Euro-Rate may also be expressed by the following formula:

                   Average of London interbank offered rates
                   on Dow Jones Market Service display page 
    Euro-Rate =    3750 quoted by BBA or appropriate 
                   successor
                   ------------------------------------------------
                   1.00 - Euro-Rate Reserve Percentage

  The Euro-Rate shall be adjusted with respect to any Euro-Rate Borrowing
  Tranche outstanding on the effective date of any change in the Euro-Rate
  Reserve Percentage as of such effective date.  The Administrative Agent shall
  give prompt notice to the Borrower of the Euro-Rate as determined or adjusted
  in accordance herewith, which determination shall be conclusive absent
  manifest error.

   "Euro-Rate Borrowing Tranche"  shall mean a Borrowing Tranche consisting of
all Revolving Credit Loans to which the Euro-Rate Option applies and which have
the same Interest Period.

   "Euro-Rate Margin" shall mean at any time, for any Revolving Credit Loans
accruing interest at the Euro-Rate Option, a percentage equal to the greater of
(i) "Euro-Rate Margin" set forth in Schedule I to the Credit Agreement opposite
the then-current Fixed Charge Coverage Ratio or (ii)  the "Euro-Rate Margin" as
defined in, and as then in effect under, the Corporate Credit Agreement.

   "Euro-Rate Option"  shall mean the option of the Borrower to have Revolving
Credit Loans bear interest at the rate and under the terms and conditions set
forth in Section 4.01(a)(ii) of the Credit Agreement.

   "Euro-Rate Reserve Percentage" shall mean the maximum percentage (expressed
as a decimal rounded upward to the nearest 1/100 of 1%) as determined by the
Administrative Agent which is in effect during any relevant period, (i) as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including supplemental,
marginal and emergency reserve requirements) with respect to eurocurrency
funding (currently referred to as "Eurocurrency Liabilities") of a member bank
in such System; or (ii) to be maintained by a Lender as required for reserve
liquidity, special deposit, or a similar purpose by any



<PAGE>   15




governmental or monetary authority of any country or political subdivision
thereof (including any central bank), against (A) any category of liabilities
that includes deposits by reference to which a Euro-Rate is to be determined,
or (B) any category of extension of credit or other assets that includes Loans
or Borrowing Tranches to which a Euro-Rate applies.

   "Event of Default" shall mean a Lease Event of Default, a Development Agency
Agreement Event of Default, a Project Loan Agreement Event of Default or a
Credit Agreement Event of Default.

   "Excepted Payments" shall mean:

   (a)  all indemnity payments (including indemnity payments made pursuant to
  Article XIII of the Participation Agreement), whether made by adjustment to
  Developer Basic Rent or otherwise, to which the Owner Trustee, the Trust
  Company, the Investor, or any of their respective Affiliates, agents,
  officers, directors or employees is entitled;

   (b)   any amounts (other than Project Loan Basic Rent, Termination Value, or
  Purchase Option Price) payable under any Operative Agreement to reimburse the
  Owner Trustee, the Trust Company, the Investor, or any of their respective
  Affiliates (including the reasonable expenses of the Owner Trustee, the Trust
  Company, the Investor, incurred in connection with any such payment) for
  performing or complying with any of the obligations of any of the Lessees
  under and as permitted by any Operative Agreement;

   (c)   any amount payable to the Investor by any transferee of the interest
  of the Investor as the purchase price of the Investor's interest in the Trust
  Estate (or a portion thereof);

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

   (e)   any insurance proceeds under policies maintained by the Owner
  Trustee, the Trust Company, or the Investor other than such proceeds
  or payments which are payable to the Administrative Agent;

   (f)   Transaction Expenses or other amounts or expenses paid or payable to
  or for the benefit of the Owner Trustee, the Trust Company or the Investor;

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



<PAGE>   16




   (h)   any rights of the Investor, the Owner Trustee, or the Trust Company to
  demand, collect, sue for or otherwise receive and enforce payment of any of
  the foregoing amounts.

   "Excepted Rights" shall mean the rights retained by each Lessor pursuant to
Section 9.3(a)(i) of each Project Loan Agreement and all right, title and
interest of any such Lessor in the Shared Rights.

   "Excess Proceeds" shall have the meaning assigned to such term in Section
1.1 of each Project Loan Agreement.

   "Excess Sale Proceeds" shall have the meaning assigned to such term in
Section 9.1(b)(iv) of each Project Loan Agreement.

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

   "Facility Fee"  shall mean the fee referred to in Section 2.07(a) of the
Credit Agreement.

   "Facility Fee Rate"   at any time shall mean a rate per annum equal to the
greater of (i) the "Facility Fee Rate" set forth on Schedule I to the Credit
Agreement opposite the then-current Fixed Charge Coverage Ratio or (ii) the
"Facility Fee Rate" as defined in, and as then in effect under, the Corporate
Credit Agreement.

   "Fair Market Sales Value" shall mean, with respect to any Property, the
amount, which in any event shall not be less than zero, that would be paid in
cash in an arm's-length transaction between an informed and willing purchaser
and an informed and willing seller, neither of whom is under any compulsion to
purchase or sell, respectively, for the ownership of such Property.  Fair
Market Sales Value of any Property shall be determined based on the assumption
that, except for purposes of Section 18.1 of each Lease, such Property is in
the condition and state of repair required under Section 8.1 of each Lease and
the Lessee is in compliance with the other requirements of the Operative
Agreements.

   "Federal Funds Effective Rate"  for any day shall mean the rate per annum
(based on a year of 360 days and actual days elapsed and rounded upward to the
nearest 1/100 of 1%) announced by the Federal Reserve Bank of New York (or any
successor) on such day as being the weighted average of the rates on overnight
Federal funds transactions arranged by Federal funds brokers on the previous
trading day, as computed and announced by such Federal Reserve Bank (or any
successor) in substantially the same manner as such Federal Reserve Bank
computes and announces the weighted average it refers to as the "Federal Funds
Effective Rate" as of the date of this Agreement; provided, if such Federal
Reserve Bank (or its successor) does not announce such


<PAGE>   17




rate on any day, the "Federal Funds Effective Rate" for such day shall be the
Federal Funds Effective Rate for the last day on which such rate was announced.

   "Fee Letters" shall mean those certain letter agreements dated September
1997, between the Company and any or all of the Agents, and all other letter
agreements between the Company and any party hereto under which the parties
thereto designate that such letter agreement is a fee letter for purposes of
the Operative Agreements, as the same may be supplemented or amended from time
to time in accordance therewith.

   "Fees" shall mean the Facility Fee and any fees payable pursuant to the Fee
Letters.

   "Financed Lease" shall mean a lease of real property, improvements on real
property or real property and improvements thereon by the Company or any of its
Subsidiaries entered into  pursuant to the Participation Agreement.

   "Financial Projections"  shall have the meaning assigned to such term in
Section 7.03(i)(B) of the Participation Agreement.

   "Fiscal Quarter" shall mean the 13/14 week period commencing on the day
after the last day of the preceding Fiscal Quarter and ending on the Sunday
preceding the last Wednesday in each of April (first), July (second), October
(third) and January (fourth) of each Fiscal Year.

   "Fiscal Year" shall mean the 52/53 week period commencing on the day after
the last day of the preceding Fiscal Year and ending on the Sunday preceding
the last Wednesday in January.  By way of illustration, the Company's 1996
Fiscal Year ended January 26, 1997.

   "Fixed Charge Coverage Ratio"  shall mean the ratio of Consolidated Cash
Flow from Operations to Fixed Charges.

   "Fixed Charges" shall mean for any period of determination the sum of
interest expense, Rent Expense, Lease Financing Rent Expense and scheduled
principal installments on Indebtedness (as adjusted for prepayments, and
including amortization payments under Capitalized Leases), in each case of the
Company and its Subsidiaries for such period determined and consolidated in
accordance with GAAP.

   "Fixtures" shall mean all fixtures relating to the Improvements, including
all components thereof, located in or on the Improvements, together with all
replacements, modifications, alterations and additions thereto.

   "Force Majeure Delay" shall have the meaning assigned to such term in
Section 1.1 of each Project Loan Agreement.



<PAGE>   18




   "Force Majeure Event" shall mean any event beyond the control of the
Developer, other than a Casualty or Condemnation, including, but not limited
to, strikes, lockouts, adverse soil conditions, acts of God, adverse weather
conditions, inability to obtain labor or materials, governmental activities,
civil commotion and enemy action; but excluding any event, cause or condition
that results from the Developer's or Lessee's financial condition.

   "Foreign Joint Venture" shall mean individually and "Foreign Joint Ventures"
shall mean collectively any corporation, partnership, limited liability
company, joint venture or other entity (i) organized under the laws of any
jurisdiction other than a state of the United States of America or formed
primarily for the purpose of doing business outside of the United States of
America and (ii) in which the Company and its Subsidiaries own less than 50% of
the capital stock, partnership interests, membership interests or other
ownership interests.

   "Foreign Purchase" means any transaction, or any series of related
transactions, consummated on or after the Effective Date, by which the Company
or any of its Subsidiaries (a) acquires (i) any ongoing business organized
under the laws of any jurisdiction other than a state of the United States of
America or formed primarily for the purpose of doing business outside the
United States of America or (ii) all or substantially all of the assets of any
Person or division thereof are located outside the United States of America,
whether through purchase of assets, merger or otherwise, or (b) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) all or substantially all of the securities of a
corporation organized under the laws of any jurisdiction other than a state of
the United States of America or formed primarily for the purpose of doing
business outside the United States of America,  which securities have ordinary
voting power for the election of directors (other than securities having such
power only by reason of the happening of a contingency) or all or substantially
all (by percentage and voting power) of the outstanding partnership interests
of a partnership or membership interests of a limited liability company, in
either case which partnership or limited liability company is organized under
the laws of any jurisdiction other than a state of the United States of America
or formed primarily for the purpose of doing business outside the United States
of America.

   "Foreign Subsidiary" shall mean individually and "Foreign Subsidiaries"
shall mean collectively any Subsidiary of the Company organized under the laws
of any jurisdiction other than a state of the United States of America or
formed primarily for the purpose of doing business outside the United States of
America.

   "Fulfillment" shall mean Borders Fulfillment, Inc., a corporation organized
and existing under the laws of the State of Delaware, and its permitted
successors and assigns.

   "GAAP" shall mean generally accepted accounting principles as are in effect
in the United States of America from time to time, subject to the provisions of
Section 1.02 of the Guarantee, and applied on a basis consistent with the
Historical Statements both as to classification of items and amounts.


<PAGE>   19




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

   "Governmental Authority" shall mean any national, federal, state, local or
other government or political subdivision or any agency, authority, bureau,
central bank, commission, department or instrumentality of either, or any
court, tribunal, grand jury or arbitrator, in each case whether foreign or
domestic.

   "Ground Lease" shall mean a ground lease, in form and substance acceptable
to the Real Estate Administrative Agent and its counsel, between a Lessor, as
ground lessee, and the owner of the fee interest in the Land, as ground lessor.

   "Ground Lessor" shall mean the ground lessor under a Ground Lease.

   "Guarantee" shall mean the guarantee to be executed and delivered by each
Guarantor, substantially in the form of Exhibit F to the Credit Agreement.

   "Guarantors" shall mean the collective reference to the Lessees and such
other direct and indirect subsidiaries of the Company as shall have executed
and delivered the Guarantee or a letter agreement pursuant to the provisions of
Section 11.12 of the Guarantee or the definition of "Unrestricted Subsidiary."

   "Hazardous Activity" shall mean any activity, process, procedure or
undertaking that directly or indirectly (i) produces, generates or creates any
Hazardous Substance, (ii) causes or results in (or threatens to cause or result
in) the Release of any Hazardous Substance into the environment (including air,
water vapor, surface water, groundwater, drinking water, land (including
surface or subsurface), plant, aquatic and animal life); (iii) involves the
containment or storage of any Hazardous Substance, or (iv) would be regulated
as hazardous waste treatment, storage or disposal within the meaning of any
Environmental Law.

   "Hazardous Condition" shall mean any condition that violates or threatens to
violate, or that results in or threatens noncompliance with, any Environmental
Law.

   "Hazardous Substance" shall mean any of the following:  (i) any petroleum or
petroleum product, explosives, radioactive materials, asbestos, formaldehyde,
polychlorinated biphenyls, lead and radon gas; (ii) any substance, material,
product, derivative, compound or mixture, mineral, chemical, waste, gas,
medical waste, or pollutant, in each case whether naturally occurring, man-made
or the by-product of any process, that is toxic, harmful or hazardous  to the
environment or human health or safety; or (iii) any substance, material,
product, derivative,


<PAGE>   20




compound or mixture, mineral, chemical, waste, gas, medical waste or pollutant
that would support the assertion of any claim under any Environmental Law,
whether or not defined as hazardous as such under any Environmental Law.

   "Historical Statements"  shall have the meaning assigned to such term in
Section 7.03(i) of the Participation Agreement.

   "Impositions" shall mean, except to the extent described in the following
sentence, any and all liabilities, losses, expenses and costs of any kind
whatsoever for fees, taxes, levies, imposts, duties, charges, assessments or
withholdings ("Taxes") (including (i) real and personal property taxes,
including personal property taxes on any property covered by a Lease that is
classified by Governmental Authorities as personal property, and real estate or
ad valorem taxes in the nature of property taxes; (ii) sales taxes, use taxes
and other similar taxes (including rent taxes and intangibles taxes); (iii) any
excise taxes; (iv) real estate transfer taxes, conveyance taxes, stamp taxes
and documentary recording taxes and fees; (v) taxes that are or are in the
nature of franchise, income, value added, privilege and doing business taxes,
license and registration fees; and (vi) assessments on any Property, including
all assessments for public improvements or benefits, whether or not such
improvements are commenced or completed within the Term), and in each case all
interest, additions to tax and penalties thereon, which at any time prior to,
during or with respect to the Term or in respect of any period for which the
Lessee shall be obligated to pay Supplemental Rent, may be levied, assessed or
imposed by any Federal, state, city, county or local authority upon or with
respect to (a) any Property or any part thereof or interest therein; (b) the
financing, refinancing, demolition, construction, substitution, subleasing,
assignment, control, condition, occupancy, servicing, maintenance, repair,
ownership, possession, activity conducted on, delivery, insuring, use,
operation, improvement, transfer of title, return or other disposition of such
Property or any part thereof or interest therein; (c) the Notes or the Project
Loan Notes or other indebtedness with respect to any Property or any part
thereof or interest therein; (d) the rentals, receipts or earnings arising from
any Property or any part thereof or interest therein; (e) the Operative
Agreements or any payment made or accrued pursuant thereto; (f) the income or
other proceeds received with respect to any Property or any part thereof or
interest therein upon the sale or disposition thereof; (g) any contract
(including the Agency Agreement) relating to the construction, acquisition or
delivery of any Improvements or any part thereof or interest therein; (h) the
issuance of the Notes or the Project Loan Notes; or (i) otherwise in connection
with the transactions contemplated by the Operative Agreements.

                 The term "Imposition" shall not mean or include:

                 (i)      Taxes and impositions (other than Taxes that are, or
         are in the nature of, sales, use, rental, value added, transfer or
         property taxes) that are imposed on a Tax Indemnitee by the United
         States federal government that are based on or measured by the net
         income (including taxes based on capital gains and minimum taxes) of
         such Person; provided that this clause (i) shall not be interpreted 
         to prevent a payment from being made on an After Tax Basis if such 
         payment is otherwise required to be so made;



<PAGE>   21




                 (ii)     Taxes and impositions (other than Taxes that are, or
         are in the nature of, sales, use, rental, value added, transfer or
         property taxes) that are imposed by any state or local jurisdiction or
         taxing authority within any state or local jurisdiction and that are
         based upon or measured by the gross or net income or gross or net
         receipts (including any minimum taxes, withholding taxes or taxes on
         or measured by capital, net worth, excess profits or items of tax
         preference or taxes that are capital stock, franchise or doing
         business taxes) except that this clause (ii) shall not apply to (and
         thus shall not exclude) any such Taxes imposed on a Tax Indemnitee by
         the state (or any local taxing authority thereof or therein) where any
         Property is located, possessed or used under each Lease; provided that
         this clause (ii) shall not be interpreted to prevent a payment from
         being made on an After Tax Basis if such payment is otherwise required
         to be so made;

                 (iii)    any Tax or imposition to the extent, but only to such
         extent, it relates to any act, event or omission that occurs after the
         termination of a Lease with respect to a Property (but not any Tax or
         imposition that relates to any period prior to the termination of each
         Lease);

                 (iv)     any Tax or imposition for so long as, but only for so
         long as, it is being contested in accordance with the provisions of
         Section 13.02(g) of the Participation Agreement;

                 (v)      any interest or penalties imposed on a Tax Indemnitee
         as a result of the failure of such Tax Indemnitee to file any return
         or report timely and in the form prescribed by law or to pay any Tax
         or imposition, except to the extent such failure is a result of a
         breach by such Tax Indemnitee of its obligations under Section 13.02
         of the Participation Agreement; provided that this clause (v) shall
         not apply (x) if such interest or penalties arise as a result of a
         position taken (or requested to be taken) by the Lessee in a contest
         controlled by the Lessee under Section 13.02(g) of the Participation
         Agreement or (y) to any such interest or penalties that result from
         such Tax Indemnitee's complying with the reporting procedures set
         forth in Section 13.02(d) of the Participation Agreement;

                 (vi)     any Taxes or impositions imposed on a Lessor that are
         a result of a Lessor not being considered a "United States person" as
         defined in Section 7701(a) (30) of the Code;

                 (vii)    any Taxes or impositions that are enacted or adopted
         by their express terms as a substitute for any Tax that would not 
         have been indemnified against pursuant to the terms of Section 13.02 
         of the Participation Agreement;

                 (viii)   any Taxes which are imposed on a Tax Indemnitee as a
         result of a breach of a covenant or representation by such Tax
         Indemnitee in any Operative Agreement (unless caused by the Lessee's
         breach of its representations, warranties and covenants) or as a
         result of the gross negligence or wilful misconduct of such Tax
         Indemnitee itself (as opposed to


<PAGE>   22




         gross negligence or wilful misconduct imputed to such Tax Indemnitee),
         but not Taxes imposed as a result of ordinary negligence of such Tax 
         Indemnitee;

                 (ix)     any Taxes or impositions imposed on a Lessor to the
         extent that such Taxes are actually reimbursed to such Lessor by
         another Person other than an Affiliate of such Lessor;

                 (x)      any Taxes or impositions imposed upon a Lessor with
         respect to any voluntary transfer, sale, financing or other voluntary
         disposition by a Lessor (other than a transfer contemplated and
         permitted by the Operative Agreements, including any transfer in
         connection with (1) the exercise by the Lessee of its Purchase Option,
         (2) the occurrence of a Lease Event of Default, a Credit Agreement
         Event of Default, or a Project Loan Agreement Event of Default, or (3)
         a Casualty or Condemnation affecting any Property) of any interest in
         any Property or any interest in, or created pursuant to, the Operative
         Agreements or any voluntary transfer of any interest in a Lessor
         (other than in connection with the existence of a Lease Event of
         Default, a Project Loan Agreement Event of Default or a Credit
         Agreement Event of Default) or any involuntary transfer of any of the
         foregoing interests resulting from the bankruptcy or insolvency of a
         Lessor (other than in connection with the existence of a Lease Event
         of Default or a Credit Agreement Event of Default);

                 (xi)     any gift or inheritance Taxes;

                 (xii)    any Taxes or impositions imposed on a Tax Indemnitee,
         to the extent such Tax Indemnitee actually receives a credit (or
         otherwise has a reduction in a liability for Taxes) in respect thereof
         against Taxes that are not indemnified hereunder (but only to the
         extent such credit is not taken into account in calculating the
         indemnity payment on an After Tax Basis);

                 (xiii)   any Tax or imposition to the extent that such Tax or
         imposition is imposed on a Tax Indemnitee in respect of a transaction
         or business in the jurisdiction imposing such Tax other than the
         transactions arising out of the Operative Agreements; or

                 (xiv)    any Tax or imposition imposed on a direct or indirect
         transferee, successor or assign of a Lessor to the extent of the
         excess of such Taxes over the amount of such Taxes that would have
         been imposed had there not been a transfer by the original Lessor of
         an interest arising under the Operative Agreements; provided that 
         there shall not be excluded under this clause (xiv) any such Tax or 
         imposition if such direct or indirect transferee, successor or assign
         of a Lessor acquired its interest as a result of a transfer in 
         connection with a Lease Event of Default, a Project Loan Agreement 
         Event of Default or a Credit Agreement Event of Default; provided, 
         further, that there shall not be excluded under this clause (xiv) any
         amount necessary to make any payment on an After Tax Basis.


<PAGE>   23




Any Tax or imposition excluded from the defined term "Imposition" in any one of
the foregoing clauses (i) through (xiv) shall not be construed as constituting
an Imposition by any provision of any other of the aforementioned clauses.

                 "Impositions Indemnitee" shall mean each Person entitled to
indemnification under Article XIII of the Participation Agreement and their
respective successors, assigns, directors, participants, shareholders,
partners, officers, employees, agents and Affiliates.

                 "Improvements" shall mean all buildings, structures, Fixtures,
Equipment, and other improvements of every kind existing at any time and from
time to time (including those constructed pursuant to a Development Agreement
or a Development Agency Agreement) on or under the Land, together with any and
all appurtenances to such buildings, structures or improvements, including
sidewalks, utility pipes, conduits and lines, parking areas and roadways, and
including all Modifications and other additions to or changes in the
Improvements at any time.

                 "Indebtedness" shall mean as to any Person at any time, any
and all indebtedness, obligations or liabilities (whether matured or unmatured,
liquidated or unliquidated, direct or indirect, absolute or contingent, or
joint or several) of such Person for or in respect of: (i) borrowed money, (ii)
amounts raised under or liabilities in respect of any note purchase or
acceptance credit facility, (iii) reimbursement or repurchase obligations under
any letter of credit, note or accounts receivable financing arrangement,
currency swap agreement, interest rate swap, cap, collar or floor agreement or
other interest rate management device, (iv) Capitalized Lease Obligations, (v)
obligations, whether or not assumed, secured by Liens on or payable out of the
proceeds or production from Property now or hereafter owned or acquired by such
Person, (vi) any other transaction (including forward sale or purchase
agreements and conditional sales agreements) having the commercial effect of a
borrowing of money entered into by such Person to finance its operations or
capital requirements (but not including trade payables and accrued expenses
incurred in the ordinary course of business which are not represented by a
promissory note or other evidence of indebtedness and which are not more than
thirty (30) days past due), or (vii) any Contingent Obligation in respect of
borrowed money or Capitalized Lease Obligations of another Person.

                 "Indemnified Person" shall mean the Trust Company, in its
individual capacity and its trust capacity, the Agents, the Investor, the
Lenders and their respective successors, assigns, participants, directors,
shareholders, partners, officers, employees, agents and Affiliates.

                 "Ineligible Security" shall mean any security which may not be
underwritten or dealt in by member banks of the Federal Reserve System under
Section 16 of the Banking Act of 1933 (12 U.S.C. Section 24, Seventh), as
amended.

                 "Initial Construction Advance" shall mean any initial Advance
under a Project Loan Agreement to pay for:  (i) Project Costs for construction
or demolition of the Improvements on any Property; (ii) the Project Costs of
restoring or repairing any Property which is required to be restored


<PAGE>   24



or repaired in accordance with Section 11.1 of each Lease; and (iii) the costs
of any Modifications in accordance with Section 12.1 of each Lease.

                 "Insolvency Proceeding" shall mean, with respect to any
Person, (a) a case, action or proceeding with respect to such Person (i) before
any court or any other Governmental Authority under any bankruptcy, insolvency,
reorganization or other similar Law now or hereafter in effect, or (ii) for the
appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of the Company or any of its
Subsidiaries or otherwise relating to the liquidation, dissolution, winding-up
or relief of such Person, or (b) any general assignment for the benefit of
creditors, composition, marshaling of assets for creditors, or other similar
arrangement in respect of such Person's creditors generally or any substantial
portion of its creditors undertaken under any Law.

                 "Insurance Requirements" shall mean all terms and conditions
of any insurance policy either required by a Lease to be maintained by the
Lessee or required by the Development Agency Agreement to be maintained by the
Developer, and all requirements of the issuer of any such policy.

                 "Interest Capitalization Termination Date" shall, with respect
to each Project, have the meaning assigned to such term in Section 1.1 of the
relevant Project Loan Agreement.

                 "Interest Payment Date" shall mean each date specified for the
payment of interest in Section 5.03 of the Credit Agreement.

                 "Interest Period" shall mean with respect to a Euro-Rate
Borrowing Tranche, a period of one month commencing on a Business Day selected
by the Owner Trustee pursuant to the Credit Agreement.  Such Interest Period
shall end on (but exclude) the day which corresponds numerically to such date
one month thereafter; provided, however, that if there is no such numerically
corresponding day in such next succeeding month, such Interest Period shall end
on the last Business Day of such next succeeding month.  If an Interest Period
would otherwise end on a day which is not a Business Day, such Interest Period
shall end on the next succeeding Business Day; provided, however, that if said
next succeeding Business Day falls in a new calendar month, such Interest
Period shall end on the immediately preceding Business Day.

                 "Interest Rate Option" shall mean any Euro-Rate Option or Base
Rate Option.

                 "Interim Statements"  shall have the meaning assigned to such
term in Section 7.03(i) of the Participation Agreement.

                 "Internal Revenue Code" shall mean the Internal Revenue Code
of 1986, as the same may be amended or supplemented from time to time, and any
successor statute of similar import, and the rules and regulations thereunder,
as from time to time in effect.


<PAGE>   25




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

                 "Investments" shall have the meaning assigned to such term in 
Section 12.04 of the Guarantee.

                 "Investor" shall mean SAM Project Funding Corp. I, a
corporation organized and existing under the laws of the State of Delaware, and
its permitted successors and assigns.

                 "Joint Venture" shall mean any Foreign Joint Venture or
Domestic Joint Venture, and "Joint Ventures" shall mean all Foreign Joint
Ventures and Domestic Joint Ventures.

                 "Kmart" shall mean Kmart Corporation, a corporation organized
and existing under the laws of the State of Michigan.

                 "Kmart Agreements" shall mean the Kmart Indemnity, the Kmart
Intercompany Agreement, the Kmart Registration Rights Agreement and the Kmart
Tax Agreement.

                 "Kmart Indemnity" shall mean that certain Lease Guaranty,
Indemnification and Reimbursement Agreement, dated May 24, 1995, entered into
by the Company and/or one or more of the other Guarantors, on the one hand, and
Kmart, on the other hand, as the same may be amended, supplemented or otherwise
modified from time to time subject to Section 12.18 of the Guarantee.

                 "Kmart Intercompany Agreement" shall mean that certain
Intercompany Agreement, dated May 24, 1995, entered into by the Company, on the
one hand, and Kmart, on the other hand, as the same may be amended,
supplemented or otherwise modified from time to time subject to Section 12.18
of the Guarantee.

                 "Kmart Registration Rights Agreement" shall mean that certain
Registration Rights Agreement, dated May 24, 1995, entered into by the Company,
on the one hand, and Kmart, on the other hand, as the same may be amended,
supplemented or otherwise modified from time to time subject to Section 12.18
of the Guarantee.

                 "Kmart Tax Agreement" shall mean that certain Tax Allocation
and Indemnification Agreement, dated May 24, 1995, entered into by the Company,
on the one hand, and Kmart, on the other hand, as the same may be amended,
supplemented or otherwise modified from time to time subject to Section 12.18
of the Guarantee.

                 "Labor Contracts" shall mean all employment agreements,
employment contracts, collective bargaining agreements and other agreements
between the Company or Subsidiary of the Company and its employees.


<PAGE>   26




                 "Land" shall mean a Property consisting of the parcel of real
property described on Schedule 1 of a Lease for such Land and all Appurtenant
Rights attached thereto.

                 "Law" shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order,
injunction, writ, decree or award of any Governmental Authority.

                 "Lease" shall mean a Lease, dated as of a Property Closing
Date, between a Lessor and one of the Lessees in the form of Exhibit G to the
Participation Agreement.

                 "Lease Commencement Date" for a particular Lease shall mean
the Effective Date (as defined in the particular Lease) for the Property
subject to such Lease.

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

                 "Lease Event of Default" shall have the meaning given to such
term in Section 18.1 of each Lease.

                 "Lease Financing Payment" shall mean any payment by the
Company or any of its Subsidiaries (i) under the Guarantee in respect of
Contingent Obligations described in Section 12.03(h) of the Guarantee (other
than in respect of Basic Rent), (ii) to purchase or otherwise acquire all or
any portion of any Property subject to any Financed Lease, including, without
limitation, all payments pursuant to the exercise by the Company or any of its
Subsidiaries of any Purchase Option, or (iii) that constitutes a payment of the
Termination Value or the Maximum Residual Guarantee Amount.

                 "Lease Financing Rent Expense" shall mean all Basic Rent
payable by the Company and its Subsidiaries, as lessee or sublessee under a
Lease.

                 "Lease Rents" shall have the meaning given to such term in 
each Assignment of Leases.

                 "Lease Supplement"  shall mean a Lease Supplement in the form
of Exhibit K to the Participation Agreement, whereby a Lessor agrees to lease
the Improvements located or to be located upon the Land to the applicable
Lessee.

                 "Legal Requirements" shall mean all Federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting any Property, any
Improvements or the demolition, construction, use or alteration thereof,
whether now or hereafter enacted and in force, including any that require
repairs, modifications or alterations in or to any Property or in any way limit
the use and enjoyment thereof (including all building, zoning and fire codes
and the Americans with Disabilities Act of 1990, 42



<PAGE>   27




U.S.C. Section  12101 et. seq. and any other similar Federal, state or local
laws or ordinances and the regulations promulgated thereunder) and any that may
relate to environmental requirements (including all Environmental Laws), and
all permits, certificates of occupancy, licenses, authorizations and
regulations relating thereto, and all covenants, agreements, restrictions and
encumbrances contained in any instruments which are either of record or known
to the Lessee affecting any Property, the Appurtenant Rights and any easements,
licenses or other agreements entered into pursuant to Section 13.2 of each
Lease.

                 "Lender Financing Statements" shall mean UCC financing
statements appropriately completed and executed for filing in the applicable
jurisdiction in order to perfect a security interest in favor of the Real
Estate Administrative Agent in the Equipment located on a Property or in any
Improvements on a Property.

                 "Lenders" shall mean the several banks and other financial
institutions from time to time party to the Credit Agreement.

                 "Lending Office" shall mean, with respect to each Lender, the
office(s) specified for such Lender in Schedule II of the Credit Agreement or
such other office(s) as such Lender may specify in writing to the
Administrative Agent.

                 "Lessees" shall mean, collectively, the Company, Borders,
Walden, BPI and WPI.

                 "Lessor" or "Lessors" shall have the meaning assigned to such
terms in Section 2.01 of the Participation Agreement and shall include an
"Agree Lessor" unless otherwise indicated.

                 "Lessor Default"  shall have the meaning assigned to such term
in Section 5.06 of the Participation Agreement.

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

                 "Lessor Lien" shall mean any Lien, true lease or sublease or
disposition of title arising as a result of (a) any claim against a Lessor,
Agree SPC or Developer, (b) any act or omission of a Lessor, Agree SPC or
Developer which is not required by the Operative Agreements or is in violation
of any of the terms of the Operative Agreements, (c) any claim against a
Lessor, Agree SPC or a Developer with respect to Taxes or Transaction Expenses
against which Lessee is not required to indemnify Lessor, Agree SPC or a
Developer or (d) any claim against a Lessor, Agree SPC or a Developer arising
out of any transfer by a Lessor of all or any portion of the interest of a
Lessor in a Property , or a transfer by the Investor of its interest in the
Trust Estate or the Operative Agreements other than the transfer of title to or
possession of any Properties by a Lessor pursuant to and in accordance with a
Lease, the Credit Agreement, the Project Loan Agreement or the



<PAGE>   28



Participation Agreement or pursuant to the exercise of the remedies set forth
in Article XVIII of a Lease.

                 "Leverage Ratio" shall mean the ratio (expressed as a
percentage) of Consolidated Funded Indebtedness to Consolidated Total Capital.

                 "Lien" shall mean any mortgage, deed of trust, pledge, lien,
security interest, charge or other encumbrance or security arrangement of any
nature whatsoever, whether voluntarily or involuntarily given, including any
conditional sale or title retention arrangement, and any assignment, deposit
arrangement or lease intended as, or having the effect of, security.

                 "Limited Recourse Amount" with respect to each Property, shall
have the meaning assigned to such term in Section 22.1. of the applicable
Lease.

                 "Loans" and "Loan" shall mean the collective reference to all
Revolving Credit Loans and Swing Loans or separately, any Revolving Credit Loan
or Swing Loan.

                 "Marketing Period" shall mean, if the Lessee has not given
Purchase Notice in accordance with Section 21.1 of a Lease, the period
commencing on the date twelve months prior to the Maturity Date and ending on
the Maturity Date.

                 "Material Adverse Effect" shall mean (a) a material adverse
effect upon the validity or enforceability of any of the Operative Agreements,
(b) a material adverse effect on the business, properties, assets, financial
condition or results of operations of the Company and its Subsidiaries taken as
a whole, (c) a material impairment of the ability of any Guarantor or the
Company and its Subsidiaries taken as a whole to duly and punctually pay or
perform its or their Indebtedness, or (d) a material impairment of the ability
of any of the Agents or any of the Lenders, to the extent permitted, to enforce
its legal remedies pursuant the Credit Agreement, the Project Loan Documents or
any other Operative Agreement.

                 "Maturity Date" shall mean October 16, 2002, or such later
date if such date is extended in accordance with the terms of the Credit
Agreement.

                 "Maturity Date Property Cost" shall mean the aggregate amount
of the Property Cost for all Properties as of the Maturity Date.

                 "Maximum Purchase Option Amount" shall mean sixty percent
(60%) of the highest aggregate amount of the Maximum Property Cost at any time
prior to the Maturity Date.


                 "Maximum Property Cost" shall mean the aggregate amount of the
Property Costs for the Properties subject to Leases as of the determination
date.


<PAGE>   29

                 "Maximum Residual Guarantee Amount" shall mean an amount equal
to the product of the principal amount of the Project Loan allocated to a
Property times the applicable Modified Tranche A Percentage or Percentages for
such Property.

                 "Memorandum of Lease" shall have the meaning specified in
Section 32.7 of each Lease.

                 "Memorandum of Ground Lease" shall mean a memorandum of ground
lease executed by the applicable Lessor and Ground Lessor on a Property Closing
Date to record the pertinent terms of a Ground Lease.

                 "Modification Amount"  shall have the meaning assigned to such
term in Section 2.02(b) of the Credit Agreement.

                 "Modification Date" shall have the meaning assigned to such
term in Section 2.02(b) of the Credit Agreement.

                 "Modifications" shall have the meaning specified in Section
12.1 of each Lease.

                 "Modified Tranche A Percentage"  shall mean at any date of
determination, (i) with respect to any Property consisting of Improvements or
Land and Improvements, if the cost of the Land (as shown on the Property
Closing Certificate) is less than 25% of the Property Cost, the maximum
percentage of the principal amount of the Project Loan in respect of such
Property which may be allocated to Tranche A Loans as of such date without
causing the Lease to be treated as a Capitalized Lease for the purposes of
Statement of Financial Accounting Standards (SFAS) No. 13, as determined in
good faith by the applicable Lessee, or any greater percentage specified by the
applicable Lessee by written notice to the Administrative Agent as constituting
the "Modified Tranche A Percentage" with respect to such Property, (ii) with
respect to any Property consisting of Land, the cost of which is greater than
or equal to 25% of the Property Cost, 100% and (iii) with respect to any
Property which is an Agree Project, 100%; provided that in no event shall the
Modified Tranche A Percentage be less than 80%.

                 "Modified Tranche B Percentage"  shall mean at any date of
determination, with respect to any Property consisting of Improvements, a
percentage equal to 100% minus the Modified Tranche A Percentage then in effect
with respect to such Property.

                 "More Restrictive Provisions" shall have the meaning assigned
to such term in Section 11.10 of the Guarantee.

                 "Mortgage" shall mean, with respect to any Property, a
Mortgage and Security Agreement substantially in the form attached as Exhibit
D-2 to each


<PAGE>   30




Project Loan Agreement or a Deed of Trust and Security Agreement substantially
in the form attached as Exhibit D-2 to each Project Loan Agreement, in each
case made by the applicable Lessor in favor of the Owner Trustee in order to
create a first priority mortgage lien on such Property.

                 "Multiemployer Plan" shall mean any employee benefit plan that
is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and
to which the Company or any member of the ERISA Group is then making or
accruing an obligation to make contributions or at any time in the past has
made or had an obligation to make such contributions.

                 "Multiple Employer Plan" shall mean a Plan which has two or
more contributing sponsors (including the Company or any member of the ERISA
Group) at least two of whom are not under common control, as such a plan is
described in Sections 4063 and 4064 of ERISA.

                 "Net Proceeds" shall mean all amounts paid in connection with
any Casualty or Condemnation, and all interest earned thereon, less the
reasonable expense of claiming and collecting such amounts, including all costs
and expenses in connection therewith for which the Real Estate Administrative
Agent or Lessor are entitled to be reimbursed pursuant to a Lease.

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

                 "Note Put Agreements" shall mean those certain Note Put
Agreements, dated as of November 10, 1994, by and among Kmart, the Company and
National Tenant Finance Corporation, as such documents may be amended,
supplemented or otherwise modified from time to time subject to Section 12.18
of the Guarantee.

                 "Notes" shall mean the collective reference to the Tranche A
Notes, the Tranche B Notes and Swing Notes.

                 "Obligations"  shall mean any obligation or liability of the
Borrower (including any obligation or liability which accrues after the
commencement of any Insolvency Proceeding or would accrue but for the operation
of Law, whether or not allowed or allowable as a claim in such Insolvency
Proceeding) to any of the Agents or any of the Lenders, howsoever created,
arising or evidenced, whether direct or indirect, absolute or contingent, now
or hereafter existing, or due or to become due, under or in connection with the
Credit Agreement or any other Credit Document.

                 "Officer's Certificate" shall mean a certificate signed by any
individual holding the office of vice president or higher, which certificate
shall certify as true and correct the subject matter being certified to in such
certificate.

                 "Operative Agreements" shall mean the following:


<PAGE>   31



                 (a)         the Participation Agreement;
                 (b)         the Notes;
                 (c)         the Project Loan Note;
                 (d)         each Lease;
                 (e)         each Lease Supplement;
                 (f)         each Assignment of Lease;
                 (g)         each Reassignment of Leases and Rents;
                 (h)         each Consent to Assignment;
                 (i)         the Credit Agreement;
                 (j)         each Project Loan Agreement;
                 (k)         each Agree Project Loan Agreement;
                 (l)         each Ground Lease, if applicable;
                 (m)         each Mortgage;
                 (n)         each Agree LLC Pledge;
                 (o)         each UCC Financing Statement;
                 (p)         each Completion Guarantee;
                 (q)         each Assignment of Development Agency Agreement;
                 (r)         each Development Agency Agreement;
                 (s)         the Guarantee;
                 (t)         the Security Agreement;
                 (u)         each Assignment of Contracts; and
                 (v)         the Trust Agreement.

                 "OnLine, Inc." shall mean a corporation organized and existing
under the laws of the State of Delaware, and its permitted successors and
assigns.

                 "Other Leases" shall have the meaning assigned to such term in
Section 2(b) of each Assignment of Leases.

                 "Other Lease Rents" shall have the meaning assigned to such
term in Section 2(b) of each Assignment of Leases.

                 "Outlet, Inc." shall mean a corporation organized and existing
under the laws of the State of Colorado, and its permitted successors and
assigns

                 "Outside Completion Date" shall have the meaning assigned to
such term in Section 1.1 of each Project Loan Agreement; provided that such
date is prior to the date which is one month prior to the Maturity Date.

                 "Overdue Interest"  shall mean any interest payable pursuant
to Section 4.06 of the Credit Agreement.



<PAGE>   32




                 "Overdue Interest Rate" shall mean the interest rate described
in Section 4.06 of the Credit Agreement.

                 "Owner Trustee" shall mean Wilmington Trust Company, not in
its individual capacity, except as expressly stated in the Operative
Agreements, but solely as Owner Trustee under the Trust Agreement.

                 "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Subtitle A of Title IV of ERISA or any successor.

                 "Participant" shall have the meaning assigned to such term in
Section 12.08(b) of the Credit Agreement.

                 "Participation Agreement" shall mean the Amended and Restated
Participation Agreement, dated as of November 22, 1995 and amended and restated
as of October 17, 1997, among the Lessees, the Owner Trustee, the Lenders, the
Investor and the Agents.

                 "Partnership Interests" shall have the meaning assigned to
such term in Section 7.03(c) of the Participation Agreement.

                 "Payment Date" shall mean any Interest Payment Date.

                 "Permitted Exceptions" shall mean:

                 (i)         Liens of the types described in clauses (i), (ii),
         (v) and (viii) of the definition of Permitted Liens;

                 (ii)        Liens for Taxes not yet due and payable; and

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

                 "Permitted Investments" shall mean:

                 (i)         direct obligations of the United States of America
         or any agency or instrumentality thereof or obligations backed by the
         full faith and credit of the United States of America maturing in
         twelve (12) months or less from the date of acquisition;

                 (ii)        commercial paper maturing in 180 days or less
         rated not lower than A-1 by Standard & Poor's Corporation or P-1 by
         Moody's Investors Service, Inc. on the date of acquisition;


<PAGE>   33




                 (iii)       demand deposits, time deposits or certificates of
         deposit maturing within one year in any Lender or any commercial bank
         whose commercial paper (or that of its parent corporation) is rated
         not lower than A-1 by Standard & Poor's Corporation or P-1 by Moody's
         Investors Service, Inc. on the date of acquisition;

                 (iv)        adjustable rate preferred stock with an express
         (or implied) rating not lower than A by Standard & Poor's Corporation
         or A by Moody's Investors Service, Inc. on the date of acquisition;
         and

                 (v)         investments in any investment company registered
         under the Investment Company Act of 1940, as amended (or any series
         thereof) (A) that prices its shares in accordance with Rule 2a-7 under
         such Act, (B) which holds at least ninety percent (90%) of its assets
         in the investments itemized in (i) through (iv) above, and (C) which
         has net asset value exceeding $100,000,000 on the date of acquisition.

                 "Permitted Joint Venture Activity" shall mean (i) any
Investment by the Company or any Unrestricted Subsidiary that is a Domestic
Subsidiary in any Joint Venture or any Contingent Obligations of the Company or
any Unrestricted Subsidiary that is a Domestic Subsidiary in respect of any
Indebtedness of any Joint Venture, provided that the aggregate amount of all
such Investments and Contingent Obligations does not at any time exceed 15% of
Consolidated Tangible Net Worth, determined as of the last day of the Fiscal
Quarter most recently ended and (ii) any Contingent Obligations of the Company
or any Unrestricted Subsidiary that is a Domestic Subsidiary, or Indebtedness
of the Company or any Unrestricted Subsidiary that is a Domestic Subsidiary
constituting reimbursement obligations under letters of credit, relating to
leases executed, as lessee, by a Joint Venture, provided, that the portion of
such Contingent Obligations and Indebtedness which constitutes current
liabilities determined and consolidated in accordance with GAAP is limited to
lease payments (whether such amounts are fixed or percentage rent, fees, costs,
accelerated payment requirements or otherwise) not in excess of an aggregate of
$15,000,000 in any Fiscal Year with respect to all Joint Ventures.

                 "Permitted Lease Contingent Obligations" shall mean all
guarantees, sureties or other forms of secondary liability in respect of real
property leases which have been assigned (which term shall also include new
leases entered into between the landlord and a third Person in respect of real
property being vacated by any of the Guarantors) by any of the Guarantors or
any Subsidiary of any of the Guarantors to any Person (other than any of the
Guarantors or any such Subsidiary), the terms of which assignment, or the
landlord's consent therefor, or of any such guarantee, surety or other
agreement or instrument, require any of the Guarantors or such Subsidiary to
remain liable for rent and other performance in respect of the assigned lease.

                 "Permitted Liens" shall mean:

                             (i)  Liens for taxes, assessments, or similar
                 charges, incurred in the ordinary course of business and which
                 are not yet due and payable;



<PAGE>   34




                            (ii)  pledges or deposits made in the ordinary
                 course of business to secure payment of worker's compensation,
                 or to participate in any fund in connection with worker's
                 compensation, unemployment insurance, old-age pensions or
                 other social security programs;

                           (iii)  Liens of mechanics, materialmen,
                 warehousemen, carriers, or other like Liens, securing
                 obligations incurred in the ordinary course of business that
                 are not yet due and payable and Liens of landlords securing
                 obligations to pay lease payments that are not yet due and
                 payable or in default;

                            (iv)  pledges or deposits made in the ordinary
                 course of business to secure performance of bids, tenders,
                 contracts (other than for the repayment of Indebtedness) or
                 leases, not in excess of the aggregate amount due thereunder,
                 or to secure statutory obligations, or surety, appeal,
                 indemnity, performance or other similar bonds required in the
                 ordinary course of business;

                             (v)  encumbrances consisting of zoning
                 restrictions, easements or other restrictions on the use of
                 real property, none of which materially impairs the use of
                 such Property or the value thereof, and none of which is
                 violated in any material respect by existing or proposed
                 structures or land use;

                            (vi)  Liens on property leased by the Company or
                 any Subsidiary of the Company under Capitalized Leases
                 permitted under the Guarantee securing obligations of the
                 Company or any such Subsidiary to the lessor under such
                 Capitalized Leases;

                           (vii)  any Lien existing on the date of this
                 Agreement and described on Schedule 1 to the Guarantee;
                 provided that the principal amount secured thereby is not
                 hereafter increased and no additional assets become subject to
                 such Lien;

                          (viii)  Purchase Money Security Interests;

                            (ix)  the following, (A) if the validity or amount
                 thereof is being contested in good faith by appropriate and
                 lawful proceedings diligently conducted so long as levy and
                 execution thereon have been stayed and continue to be stayed
                 or (B) if a final judgment is entered and such judgment is
                 discharged within thirty (30) days of entry, and in either
                 case individually or in the aggregate, they could not
                 reasonably be expected to have a Material Adverse Effect;

                                  (1)  Liens for taxes, assessments or similar
                             charges due and payable and subject to interest or
                             penalty, provided that the Company maintains such
                             reserves or other appropriate provisions as shall
                             be required by GAAP and pays all such taxes,
                             assessments or charges forthwith upon the


<PAGE>   35




                             commencement of proceedings to foreclose any
                             such Lien and is otherwise conducted in accordance
                             with the provisions of the Participation
                             Agreement;

                                  (2)  Liens upon, and defects of title to,
                             Property, including any attachment of Property or
                             other legal process prior to adjudication of a
                             dispute on the merits; or

                                  (3)  Liens of mechanics, materialmen, 
                             warehousemen, carriers, or other statutory 
                             nonconsensual Liens;

                             (x) Liens on assets of the Guarantors securing
                 Indebtedness of the Company and its Subsidiaries incurred to
                 refinance the Contingent Obligations arising under the
                 Guarantee as permitted by Section 12.03(g) of the Guarantee;
                 provided, however, that such Liens may only attach to the
                 property previously subject to the Lease being refinanced; and

                            (xi)  Liens on assets of the Company and its
                 Subsidiaries not otherwise permitted by clauses (i) through
                 (x) above, so long as any Indebtedness secured thereby is
                 permitted under the terms of Section 12.01 of the Guarantee
                 and the aggregate fair market value of all property secured by
                 such Liens does not at any time exceed 5% of Consolidated
                 Tangible Net Worth (determined as of the last day of the
                 Fiscal Quarter most recently ended).

                 "Permitted Restricted Subsidiary Activity" shall mean (i) any
Investment by the Company or any Unrestricted Subsidiary which is a Domestic
Subsidiary in any Restricted Subsidiary or any Contingent Obligations of the
Company or any Unrestricted Subsidiary which is a Domestic Subsidiary in
respect of any Indebtedness of any Restricted Subsidiary, provided that (a) the
aggregate amount of all such Investments and Contingent Obligations does not at
any time exceed 20% of Consolidated Tangible Net Worth, determined as of the
last day of the Fiscal Quarter most recently ended and (b) the aggregate amount
of all such Investments and Contingent Obligations made by the Company or any
Unrestricted Subsidiary which is a Domestic Subsidiary with respect to any
Restricted Subsidiary which is a Foreign Subsidiary and does not exceed 15% of
Consolidated Tangible Net Worth, determined as of the last day of the Fiscal
Quarter most recently ended and (ii) any Contingent Obligations of the Company
or any Unrestricted Subsidiary which is a Domestic Subsidiary, or Indebtedness
of the Company or any Unrestricted Subsidiary which is a Domestic Subsidiary
constituting reimbursement obligations under letters of credit, relating to
leases executed, as lessee, by a Restricted Subsidiary, provided, that, the
portion of such Contingent Obligations and Indebtedness which constitutes
current liabilities determined and consolidated in accordance with GAAP is
limited to lease payments (whether such amounts are fixed or percentage rent,
fees, costs, accelerated payment requirements or otherwise) not in excess of an
aggregate of $15,000,000 in any Fiscal Year with respect to all Restricted
Subsidiaries.


<PAGE>   36




                 "Permitted Sutro Refinancing Indebtedness" shall mean
Indebtedness of the Company or any other Guarantor which is incurred solely to
pay obligations of the Company under Section 2.2 of any of the Note Put
Agreements.

                 "Permits" shall have meaning assigned to such term in Section
1.1 of each Project Loan Agreement.

                 "Person" shall mean any individual, corporation, partnership,
limited liability company, joint venture, association, joint- stock company,
trust, unincorporated organization, governmental authority or any other entity.

                 "Plan" shall mean at any time an employee pension benefit plan
(including a Multiple Employer Plan but not a Multiemployer Plan) which is
covered by Title IV of ERISA or is subject to the minimum funding standards
under Section 412 of the Internal Revenue Code and either (i) is maintained by
any member of the ERISA Group for employees or former employees of any member
of the ERISA Group or (ii) has at any time within the preceding five years been
maintained by any entity which was at such time a member of the ERISA Group for
employees or former employees of any entity which was at such time a member of
the ERISA Group.

                 "Planet" shall mean Planet Music, Inc., a corporation
organized and existing under the laws of the State of North Carolina, and its
permitted successors and assigns.

                 "Plans and Specifications" shall have meaning assigned to such
term in Section 1.1 of each Project Loan Agreement.

                 "Principal Office" shall mean the main lending office of the
Administrative Agent in Pittsburgh, Pennsylvania.

                 "Principal Office of the Swing Lender" shall mean the main
lending office of the Swing Lender in New York, New York.

                 "Prior Agreement" shall have the meaning assigned to that term
in the preamble to the Credit Agreement.

                 "Prior Agreement Parties" shall have the meaning assigned to
that term in the preamble to the Credit Agreement.

                 "Prior Revolving Credit Loans" shall have the meaning assigned
to that term in Section 2.01(b) of the Credit Agreement.

                 "Prohibited Transaction" shall mean any prohibited transaction
as defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA
for which neither an individual nor a class exemption has been issued by the
United States Department of Labor.



<PAGE>   37



                 "Project Cost" shall mean the cost to a Lessor to construct
any Improvements, Fixtures or Modifications to be used on the Property in
accordance with Plans and Specifications and the Operative Agreements.

                 "Project Loan" shall have the meaning assigned to such term in
Section 1.1 to each Project Loan Agreement; the term "Project Loan" shall
include Agree Project Loans.

                 "Project Loan Advance" shall have the meaning assigned to such
term in Section 1.1 of each Project Loan Agreement.

                 "Project Loan Agreement" shall mean, for any given Property, a
Project Loan Agreement, dated as of each Property Closing Date in the
respective forms of Exhibit B-1 or Exhibit B-2 to the Participation Agreement,
as applicable; the term "Project Loan Agreement" shall include Agree Project
Loan Agreements unless otherwise indicated.

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

                 "Project Loan Agreement Event of Default" shall mean any event
or condition defined as an "Event of Default" in Section 10 of a Project Loan
Agreement.

                 "Project Loan Basic Rent" shall mean an amount equal to the
interest due on the Project Loans on any Specified Interest Payment Date
pursuant to the Project Loan Agreement with respect to the Property that is
being leased under the Lease for which the Project Loan Basic Rent is being
determined.

                 "Project Loan Commitment" shall have the meaning specified in
Section 1.1 of each Project Loan Agreement.

                 "Project Loan Documents" shall have the meaning assigned to
such term in Section 1.1 to each Project Loan Agreement.

                 "Project Loan Note" shall have the meaning assigned to that
term in Section 2.8 of each Project Loan Agreement.

                 "Property" shall mean (i) with respect to a Twenty-Five
Percent Property, a parcel of Land (including all Appurtenant Rights attached
thereto) acquired by a Lessor pursuant to the provisions of the Participation
Agreement, and from and after the Effective Date of the Lease Supplement (or
the Property Closing Date, if Improvements exist on such date), shall include
all of the Improvements then or thereafter located on such Land even though
such Improvements are being leased pursuant to a Lease Supplement and for
purposes of the definition of "Modified Tranche A Percentage" shall be deemed a
separate Property from the Land or (ii) Land and Improvements, if,



<PAGE>   38




pursuant to Section 2.08 of the Participation Agreement, the Land and
Improvements are leased under one Lease without a Lease Supplement.

                 "Property Acquisition Cost" shall mean the cost to Lessor to
purchase a Property or, in the case of a Property subject to a Ground Lease,
the initial cost to enter into such Ground Lease, on a Property Closing Date.

                 "Property Closing Certificate" shall have the meaning assigned
to such term in Section 5.03(d) of the Participation Agreement.

                 "Property Closing Date" shall mean each date on which a Lessor
purchases or ground leases any Property.

                 "Property Cost" shall mean with respect to a Property the
aggregate amount of the Project Loan allocated to such Property pursuant to the
applicable Project Loan Agreement, plus the Developer Equity for such Property.

                 "Purchase" shall mean any transaction, or any series of
related transactions, consummated on or after the date of this Guarantee, by
which the Company or any of its Subsidiaries (a) acquires any ongoing business
or all or substantially all of the assets of any Person or division thereof,
whether through purchase of assets, merger or otherwise, or (b) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) all or substantially all of the securities of a
corporation, which securities have ordinary voting power for the election of
directors (other than securities having such power only by reason of the
happening of a contingency) or all or substantially all (by percentage and
voting power) of the outstanding partnership interests of a partnership or
membership interests of a limited liability company.

                 "Purchase Money Security Interest" shall mean Liens upon
tangible personal Property securing loans to any Guarantor or Subsidiary of the
Company or deferred payments by such Guarantor or Subsidiary for the purchase
of such tangible personal Property.

                 "Purchase Option" shall have the meaning given to such term in
Section 21.1 of each Lease.

                 "Purchase Option Price" shall have the meaning given to such
term in Section 21.1 of each Lease.

                 "Purchasing Lender" shall have the meaning assigned to such
term in Section 12.08(a) of the Credit Agreement.

                 "Ratable Share" shall mean the proportion that a Lender's
Commitment bears to the Commitments of all of the Lenders.


<PAGE>   39



                 "Real Estate Administrative Agent" shall mean Bankers Trust,
and its permitted successors and assigns, together with its affiliates.

                 "Reassignment of Leases" shall have the meaning assigned to
such term in Section 2.05 of the Participation Agreement.

                 "Refunded Swing Loans" shall have the meaning assigned to such
term in Section 3.04(a) of the Credit Agreement.

                 "Register" shall have the meaning assigned to such term in
Section 12.09(a) of the Credit Agreement.

                 "Regulated Substances" shall mean any substance, including any
solid, liquid, semisolid, gaseous, thermal, thoriated or radioactive material,
refuse, garbage, wastes, chemicals, petroleum products, by-products, co
products, impurities, dust, scrap, heavy metals, any substance defined as a
"hazardous substance," "pollutant," "pollution," "contaminant," "hazardous or
toxic substance," "extremely hazardous substance," "toxic chemical," "toxic
waste," "hazardous waste," "industrial waste," "residual waste," "solid waste,"
"municipal waste," "mixed waste," "infectious waste," "chemotherapeutic waste,"
"medical waste," "regulated substance" or any related materials, substances or
wastes as now or hereafter defined pursuant to any Environmental Laws, the
generation, manufacture, extraction, processing, distribution, treatment,
storage, disposal, transport, recycling, reclamation, use, reuse, spilling,
leaking, dumping, injection, pumping, leaching, emptying, discharge, escape,
release or other management or mismanagement of which is regulated by the
Environmental Laws.

                 "Regulation U" shall mean Regulation U, T, G or X as
promulgated by the Board of Governors of the Federal Reserve System, as amended
from time to time.

                 "Release" shall mean any release, pumping, pouring, emptying,
injecting, escaping, leaching, dumping, seepage, spill, leak, flow, discharge,
disposal or emission of a Hazardous Substance.

                 "Rent" shall have the meaning assigned to such term in Section
3.4 of each Lease.

                 "Rent Commencement Date" shall have the meaning assigned to
such term in Section 3.1 of each Lease.

                 "Rent Expense" shall mean all fixed rents payable by the
Company and its Subsidiaries, as lessee or sublessee under a lease of Property
(other than rents payable under the Leases), but shall be exclusive of any
amounts required to be paid by the Company and its Subsidiaries (whether or not
designated as rents or additional rents) on account of maintenance, repairs,
insurance, taxes, assessments, utilities, operating and labor costs, and
similar charges.  Fixed rents under any so-called "percentage leases" shall be
computed based on the actual amount of rent


<PAGE>   40




paid, and not on the basis of the minimum rents, if any, required to be paid by
the lessee regardless of sales volume or gross revenues.  The term Rent Expense
shall exclude any payments made in respect of any Capitalized Lease.

                 "Reportable Event" shall mean a reportable event described in
Section 4043 of ERISA and regulations thereunder with respect to a Plan or
Multiemployer Plan.

                 "Repurchase Amount" shall mean $100,000,000 plus (b) the
aggregate amount paid to the Company (whether in cash or in shares of the
Company's stock), from time to time and at any time since the Effective Date,
by officers, employees or directors of the Company or any of its Subsidiaries
in connection with the exercise of options to purchase shares of the Company's
stock, plus (c) the realized tax benefit (as calculated by the Company in a
manner satisfactory to the Administrative Agent), for tax periods after the
Effective Date resulting from the exercise of such options or resulting from
the lapse of restrictions on (and vesting of rights in) certain shares of the
Company's stock subject to the Management Stock Purchase Plan from time to time
and at any time since May 1, 1995.  For purposes of calculating the Repurchase
Amount, to the extent shares of the Company's stock are delivered to the
Company in payment of the exercise price of options, or in payment of taxes
associated with the exercise of options or the vesting of restricted shares,
such delivered shares are deemed to be repurchased by the Company at fair
market value (as defined in the Company's stock option plan) on the date of
delivery to the Company.  Such delivered share repurchases will serve to reduce
the available Repurchase Amount.

                 "Requesting Party" shall have the meaning specified in Section
27.1 of each Lease.

                 "Required Lenders" shall mean (i) Lenders whose Commitments
aggregate at least 51% of the Commitments of all of the Lenders, or (ii) if the
Commitments shall have been terminated, Lenders whose outstanding Loans
aggregate at least 51% of the total principal amount of outstanding Loans
hereunder.

                 "Requisition"  shall mean the Requisition in the form attached
as Exhibit H to Participation Agreement.

                 "Restricted Subsidiary" shall mean individually and
"Restricted Subsidiaries" shall mean collectively any Subsidiary of the Company
(other than Unrestricted Subsidiaries).

                 "Revolving Credit Loan Request" shall have the meaning
assigned to such term in Section 2.02(a) of the Credit Agreement.

                 "Revolving Credit Loans" and "Revolving Credit Loan" shall
mean collectively, all Revolving Credit Loans or separately, any Revolving
Credit Loan made by the Lenders or one of the Lenders to the Borrower pursuant
to Section 2.01 of the Credit Agreement.



<PAGE>   41



                 "Section 20 Subsidiary" shall mean the Subsidiary of the bank
holding company controlling any Lender, which Subsidiary has been granted
authority by the Federal Reserve Board to underwrite and deal in certain
Ineligible Securities.

                 "Security Agreement"  shall mean the Security Agreement,
substantially in the form of Exhibit G to the Credit Agreement.

                 "Security Documents" shall mean the collective reference to
each Security Agreement, each Reassignment of Leases, each Assignment of
Contracts and all other security documents hereafter delivered to the Real
Estate Administrative Agent granting a Lien on any asset or assets of any
Person to secure the obligations and liabilities of the Borrower under the
Credit Agreement and/or under any of the other Credit Documents or to secure
any guarantee of any such obligations and liabilities.

                 "Securities Act" shall mean the Securities Act of 1933, as
amended, together with the rules and regulations promulgated thereunder.

                 "Shared Rights" shall mean the rights retained by a Lessor,
but not to the exclusion of the Owner Trustee, pursuant to Section 9.3(a)(ii)
of each Project Loan Agreement.

                 "Significant Casualty" shall mean a Casualty that in the
reasonable, good faith judgment of the Lessee either (a) renders the Property
unsuitable for continued use as commercial or retail property of the type of
such Property immediately prior to such Condemnation or (b) is so substantial
in nature that restoration of such Property to substantially its condition as
existed immediately prior to such Casualty would be impracticable or
impossible.

                 "Significant Condemnation" shall mean a Condemnation that in
the reasonable, good faith judgment of the Lessee either (a) renders the
Property unsuitable for continued use as commercial or retail property of the
type of such Property immediately prior to such Condemnation or (b) is such
that restoration of such Property to substantially its condition as existed
immediately prior to such Condemnation would be impracticable or impossible.

                 "Significant Event" shall mean (i) a Total Condemnation of a
Property, (ii) an Environmental Violation with respect to a Property which in
the reasonable, good faith judgment of the Developer or the Lessee, as the case
may be, (as evidenced by an Officer's Certificate delivered within ten (60)
days of such event) will cost in excess of 25% of the Termination Value of such
Property to remediate, or (iii) a Condemnation, Casualty or Force Majeure Event
with respect to a Property which in the reasonable, good faith judgment of the
Lessee (as evidenced by an Officer's Certificate delivered within ten (60) days
of such event) is so substantial in nature that achieving Completion of the
Improvements on such Property on or prior to the Outside Completion Date would
be impracticable or impossible.


<PAGE>   42




                 "Solvent" shall mean, with respect to any Person on a
particular date, that on such date (i) the fair value of the assets of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (ii) the present fair
saleable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured, (iii) such Person is able to realize upon its
assets and pay its debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of business, (iv) such
Person does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature, and (v) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital after giving due
consideration to the prevailing practice in the industry in which such Person
is engaged.  In computing the amount of contingent liabilities at any time, it
is intended that such liabilities shall be computed at the amount which, in
light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured
liability.

                 "Subordinated Debt" shall mean the Indebtedness of the Company
which (x) is subordinated in the right of payment to the monetary obligations
of the Company under the Guarantee, (y) provides for an average life
(determined on a weighted average basis) of no less than the then remaining
term of the Credit Agreement plus 180 days and (z) contains provisions relating
to maturity, amortization, covenants, defaults and collateral satisfactory to
the Required Lenders, as the same may be modified, amended or supplemented from
time to time subject to Section 12.18 of the Guarantee.

                 "Subsidiary" of any Person at any time shall mean (i) any
corporation or trust of which 50% or more (by number of shares or number of
votes) of the outstanding capital stock or shares of beneficial interest
normally entitled to vote for the election of one or more directors or trustees
(regardless of any contingency which does or may suspend or dilute the voting
rights) is at such time owned directly or indirectly by such Person or one or
more of such Person's Subsidiaries, or any partnership of which such Person is
a general partner or of which 50% or more of the partnership interests is at
the time directly or indirectly owned by such Person or one or more of such
Person's Subsidiaries, or any limited liability company of which 50% or more of
the membership interests is at the time directly or indirectly owned by such
Person or one or more of such Person's Subsidiaries or (ii) any corporation,
trust, partnership, limited liability company or other entity which is
controlled or capable of being controlled by such Person or one or more of such
Person's Subsidiaries.

                 "Subsidiary Shares" shall have the meaning assigned to such
term in Section 7.03(c) of the Participation Agreement.

                 "Supplemental Rent" shall mean all amounts, liabilities and
obligations (other than Basic Rent) which Lessee assumes or agrees to pay to a
Lessor or any other Person under a Lease



<PAGE>   43




or under any of the other Operative Agreements including, without limitation,
payments of Purchase Option Price, Termination Value and the Maximum Residual
Guarantee Amount.

                 "Swing Facility" shall mean a discretionary line of credit,
available in Dollars, offered to the Borrower by the Swing Lender in an
aggregate principal amount not to exceed $15,000,000.

                 "Swing Lender" shall mean Bankers Trust, in its capacity as
Lender of Swing Loans, and its permitted successors and assigns.

                 "Swing Loans" and "Swing Loan" shall mean collectively, all
Swing Loans or separately any Swing Loan made by the Swing Lender to the
Borrower pursuant to Section 3.01 of the Credit Agreement.

                 "Swing Loan Participation Certificate" shall mean a
certificate, substantially in the form of Exhibit D to the Credit Agreement.

                 "Swing Margin" shall mean the Federal Funds Effective Rate
plus 0.30% plus the applicable Euro-Rate Margin plus the applicable Facility
Fee Rate.

                 "Swing Note" shall have the meaning assigned to such term in 
Section 3.03 of the Credit Agreement.

                 "Swing Loan Request" shall mean a request for Swing Loans made
in accordance with Section 3.02 of the Credit Agreement.

                 "Syndication Agent" shall mean The First National Bank of
Chicago (or its Affiliate, First Chicago Capital Markets, Inc.), and its
permitted successors and assigns.

                 "Tax Indemnitee" shall mean a Lessor, the Investor, the Owner
Trustee, the Trust Company, each Agent and each Lender and their respective
successors, assigns, participants directors, shareholders, partners, officers,
employees, agents and Affiliates.

                 "Taxes" shall have the meaning specified in the definition of
Impositions.

                 "Tenant's Current Plans and Specifications" shall have the
meaning specified in Section 16.1(e) of each Lease.

                 "Termination Date" shall have the meaning specified in Section
17.2 of each Lease.

                 "Termination Notice" shall have the meaning specified in
Section 17.1 of each Lease.



<PAGE>   44




                 "Termination Value" with respect to a Property shall mean an
amount equal to the sum of (i) the aggregate outstanding principal amount of
the applicable Project Loan Note, plus (ii) the Developer Equity, in each case
as of the applicable Payment Date.

                 "Title Company" shall have the meaning assigned to such term
in Section 1.1 of each Project Loan Agreement.

                 "Total Condemnation" shall mean a Condemnation that involves a
taking of a Lessor's entire title to the Property.

                 "Total Facility Usage" shall mean at any time the sum of
Revolving Credit Loans outstanding and the Swing Loans outstanding.

                 "Total Property Costs" shall mean the sum of Project Cost and
Property Acquisition Cost.

                 "Tranche A Loan" shall mean collectively, the Revolving Credit
Loans and the Swing Loans that are deemed to be "Tranche A Loans" pursuant to
Sections 2.02(b) and 3.02(b) of the Credit Agreement, respectively.

                 "Tranche A Maximum Amount" shall mean $233,750,000, as such
amount may be increased pursuant to the Credit Agreement.

                 "Tranche A Note" shall have the meaning assigned to such term
in Section 2.04 of the Credit Agreement.

                 "Tranche A Percentage" shall mean 93.5%.

                 "Tranche B Loan" shall mean collectively, the Revolving Credit
Loans and the Swing Loans that are deemed to be "Tranche B Loans" pursuant to
Sections 2.02(b) of the Credit Agreement and 3.02(b) of the Credit Agreement,
respectively.

                 "Tranche B Maximum Amount" shall mean $16,250,000, as such
amount may be increased pursuant to the Credit Agreement.

                 "Tranche B Note" shall have the meaning assigned to such term
in Section 2.04 of the Credit Agreement.

                 "Tranche B Percentage" shall mean 6.5%.

                 "Transaction Expenses" shall mean all costs and expenses
incurred in connection with the preparation, execution and delivery of the
Operative Agreements and the transactions contemplated by the Operative
Agreements including:



<PAGE>   45



                 (a)         the reasonable fees, out-of-pocket expenses and
         disbursements of counsel in negotiating the terms of the Operative
         Agreements and the other transaction documents, preparing for the
         closings under, and rendering opinions in connection with, such
         transactions and in rendering other services customary for counsel
         representing parties to transactions of the types involved in the
         transactions contemplated by the Operative Agreements;

                 (b)         any other reasonable fee, out-of-pocket expenses,
         disbursement or cost of any party to the Operative Agreements or any
         of the other transaction documents;

                 (c)         any and all Taxes and fees incurred in recording
         or filing any Operative Agreement or any other transaction document,
         any deed, declaration, mortgage, security agreement, notice or
         financing statement with any public office, registry or governmental
         agency in connection with the transactions contemplated by the
         Operative Agreements.

                 "Trust Agreement" shall mean the Trust Agreement, dated as of
November 22, 1995, between the Investor and the Trust Company, as such
agreement may be amended from time to time.

                 "Trust Company" shall mean Wilmington Trust Company, a
Delaware Corporation, in its individual capacity.

                 "Trust Estate" shall have the meaning specified in the Trust
Agreement.

                 "Twenty-Five Percent Property" shall have the meaning assigned
to such term in Section 2.08 of the Participation Agreement.

                 "UCC Financing Statements" shall mean collectively the Lender
Financing Statements and the Lessor Financing Statements.

                 "Uniform Commercial Code" and "UCC" shall mean the Uniform
Commercial Code as in effect in any applicable jurisdiction.

                 "Unrestricted Subsidiary" shall mean individually and
"Unrestricted Subsidiaries" shall mean collectively any Subsidiary of the
Company (i) of which 80% or more of the outstanding shares of capital
stock, partnership interests or membership interests are owned by
the Company (whether directly or through one or more Subsidiaries of
the Company) and (ii) that has executed and delivered the Guarantee or a letter
agreement in form and substance satisfactory to the Administrative Agent under
which such Subsidiary agrees to be bound by the provisions of the Guarantee,
together with such legal opinions and other documents and instruments as the
Administrative Agent may request.

                 "WPI" shall mean Waldenbooks Properties, Inc., a corporation
organized and existing under the laws of the State of Delaware, and its
permitted successors and assigns.



<PAGE>   46



                 "Walden" shall mean Walden Book Company, Inc., a corporation
organized and existing under the laws of the State of Colorado, and its
permitted successors and assigns.

                 "Weighted Average Maximum Residual Guarantee Percentage" shall
mean, as of each Determination Date, a fraction, expressed as a percentage,
equal to the sum of the aggregate of the Maximum Residual Guarantee Amounts
with respect to each of the Leased Properties as of such Determination Date
divided by the aggregate of the Property Costs of each of the Leased Properties
as of the relevant Test Date. For purposes of this definition, (a) "Test Date"
means any proposed date of occurrence of any of the events ("Test Events")
described in Sections 5.03 or 16.03 of the Participation Agreement, (b)
"Determination Date" means (i) the last day of each month occurring after the
relevant Test Date and prior to the Maturity Date and (ii) the Maturity Date,
and (c) "Leased Properties" means all Properties subject to a Lease as of the
relevant Test Date after giving effect to the relevant Test Event.

                 "Wholly-owned Subsidiary" shall mean individually and
"Wholly-owned Subsidiary" shall mean collectively any Subsidiary of the Company
of which all of the outstanding shares of capital stock or other equity
interests are owned by the Company (whether directly or through one or more
Wholly-owned Subsidiaries of the Company).