<PAGE>   1
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                                                                   EXHIBIT 10.43

                             PARTICIPATION AGREEMENT


                            Dated as of June 22, 2000


                                      among


                       PSC MANAGEMENT LIMITED PARTNERSHIP

                    Lessee, Construction Agent and Guarantor


                           PEROT SYSTEMS CORPORATION,
                               as Parent Guarantor



                    PEROT SYSTEMS BUSINESS TRUST NO. 2000-1,
                                    as Lessor



                            WILMINGTON TRUST COMPANY,
          not in its individual capacity, except as expressly provided
         herein, but solely as trustee under the Trust Agreement dated
                       as of the date hereof, as Trustee



                        BANC ONE LEASING SERVICES CORP.,

                   and the Persons named on Schedule I hereto,
                             as Certificate Holders


                                  BANK ONE, NA,
                     and the various financial institutions
                party to the Loan Agreement from time to time as
                       the Tranche A and Tranche B Lenders


                                       and


                                  BANK ONE, NA,
                                    as Agent

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

                   Synthetic Lease Financing of Texas Property


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<PAGE>   2



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                               Page


<S>     <C>                                                                                                   <C>
SECTION 1. DEFINITIONS; INTERPRETATION............................................................................2

SECTION 2. DOCUMENTATION DATE; ACQUISITION DATE...................................................................2
    (a)  Documentation Date.......................................................................................2
    (b)  Site Acquisition Date....................................................................................3

SECTION 3. FUNDING OF ADVANCES....................................................................................3
    (a)  Certificate Holders' Commitment..........................................................................3
    (b)  Lenders' Commitment......................................................................................4
    (c)  Procedures for Advances..................................................................................4
    (d)  Allocation of Advances...................................................................................5
    (e)  Allocation between Construction Portions and non-Construction Portions of Sites..........................6

SECTION 4. YIELD; INTEREST; NONUSE FEES...........................................................................7
    (a)  Yield....................................................................................................7
    (b)  Interest on Loans........................................................................................7
    (c)  Prepayments of Loans and Equity Amounts..................................................................8
    (d)  Nonuse Fees; Other Fees..................................................................................8
    (e)  Interest and Yield Protection............................................................................9
    (f)  Notice of Yield and Interest............................................................................12

SECTION 5. CERTAIN INTENTIONS OF THE PARTIES; DISCLOSURE; DISTRIBUTIONS..........................................13
    (a)  Nature of Transaction...................................................................................13
    (b)  Amounts Due Under Master Lease..........................................................................13
    (c)  Disclosure..............................................................................................14
    (d)  Distribution............................................................................................14

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PARTICIPANTS........................................20
    (a)  Representations and Warranties..........................................................................20
    (b)  Additional Representations and Warranties...............................................................21
    (c)  Covenants of the Participants...........................................................................22
    (d)  Covenants of the Agent..................................................................................23
    (e)  Covenants of the Certificate Holders....................................................................24

SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF WILMINGTON TRUST COMPANY AND TRUSTEE....................24
    (a)  Wilmington Trust Company Representations and Warranties.................................................24
    (b)  Wilmington Trust Company Agreements.....................................................................26
</TABLE>



                                        i
                                                         Participation Agreement
<PAGE>   3

<TABLE>
<S>      <C>                                                                                                    <C>
    (c)  Trustee and Trust Representations and Warranties........................................................26
    (d)  Covenants of Trustee and Trust..........................................................................28

SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE, CONSTRUCTION AGENT, GUARANTOR AND
           PARENT GUARANTOR......................................................................................28
    (a)  General Representations and Warranties..................................................................29
    (b)  Site Acquisition Date Representations and Warranties....................................................34
    (c)  Funding Date Representations and Warranties.............................................................36
    (d)  Covenants of Lessee.....................................................................................41
    (a)  General Representations and Warranties..................................................................44
    (b)  Site Acquisition Date Representations and Warranties....................................................48
    (c)  Funding Date Representations and Warranties.............................................................48
    (d)  Agreements..............................................................................................49

SECTION 9. CONDITIONS PRECEDENT TO DOCUMENTATION DATE, SITE ACQUISITION DATES AND ADVANCES.......................52
    (a)  Conditions Precedent to the Documentation Date..........................................................52
    (b)  Conditions Precedent to each Advance....................................................................54
    (c)  Further Conditions to each Site Acquisition Date........................................................56
    (d)  Conditions to Initial Construction Advance For Each Identified Project..................................61

SECTION 10. COMPLETION DATE CONDITIONS...........................................................................61
    (a)  Completion Date.........................................................................................61
    (b)  [Reserved]..............................................................................................62

SECTION 11. TRANSFERS OF LENDERS' INTERESTS......................................................................62
    (a)  Permitted Assignments...................................................................................62
    (b)  Effect; Effective Date..................................................................................62
    (c)  Rights of Transferees...................................................................................63
    (d)  Withholding Taxes; Disclosure of Information; Pledge Under Regulation A.................................63

SECTION 12. TRANSFERS OF CERTIFICATE HOLDERS' INTEREST...........................................................64
    (a)  Assignments.............................................................................................64
    (b)  Rights of Transferees...................................................................................65
    (c)  Withholding Taxes; Disclosure of Information; Pledge Under Regulation A.................................65

SECTION 13. SECTION GENERAL TAX INDEMNITY........................................................................66
    (a)  Tax Indemnitee Defined..................................................................................66
    (b)  Taxes Indemnified.......................................................................................66
    (c)  Taxes Excluded..........................................................................................67
    (d)  Tax Obligations in this Section.........................................................................71
    (e)  Payments to the Lessee..................................................................................71
    (f)  Procedures..............................................................................................72
    (g)  Contest.................................................................................................72
</TABLE>



                                       ii
                                                         Participation Agreement
<PAGE>   4


<TABLE>
<S>     <C>                                                                                                   <C>
    (h)  Reports.................................................................................................74
    (i)  Non-Parties.............................................................................................75
    (j)  Survival................................................................................................75
    (k)  Construction Period.....................................................................................75

SECTION 14. GENERAL INDEMNITY....................................................................................75
    (a)  Indemnification.........................................................................................75
    (b)  Survival................................................................................................78
    (c)  Certain Exceptions......................................................................................78
    (d)  Claims Procedure........................................................................................78
    (e)  Subrogation.............................................................................................80
    (f)  Insured Claims..........................................................................................80
    (g)  Waiver of Certain Claims................................................................................80
    (h)  Consent.................................................................................................80
    (i)  Construction Period.....................................................................................80

SECTION 15. TRANSACTION EXPENSES.................................................................................81
    (a)  Transaction Expenses....................................................................................81
    (b)  Brokers' Fees and Stamp Taxes...........................................................................81
    (c)  Loan Agreement and Related Obligations..................................................................81

SECTION 16. CONSENT TO JURISDICTION..............................................................................82
    (a)  CHOICE OF LAW...........................................................................................82
    (b)  CONSENT TO JURISDICTION.................................................................................82
    (c)  WAIVER OF JURY TRIAL....................................................................................82
    (d)  Service of Process......................................................................................82

SECTION 17. LIMITATIONS OF LIABILITY OF TRUSTEE..................................................................83

SECTION 18. LIMITATION OF LIABILITY OF CERTIFICATE HOLDERS.......................................................84

SECTION 19. NOTICES..............................................................................................84

SECTION 20. SURVIVAL OF REPRESENTATIONS; BINDING EFFECT..........................................................85

SECTION 21. THE AGENT............................................................................................85
    (a)  Appointment; Nature of Relationship.....................................................................85
    (b)  Powers..................................................................................................85
    (c)  General Immunity........................................................................................85
    (d)  No Responsibility for Recitals, etc.....................................................................86
    (e)  Action on Instructions of Participants..................................................................86
    (f)  Employment of Agents and Counsel........................................................................86
    (g)  Reliance on Documents; Counsel..........................................................................86
    (h)  Agent's Reimbursement and Indemnification...............................................................87
    (i)  Notice of Default.......................................................................................87
</TABLE>



                                       iii
                                                         Participation Agreement
<PAGE>   5


<TABLE>
<S>     <C>                                                                                                   <C>
    (j)  Rights as a Participant.................................................................................87
    (k)  Participant Credit Decision.............................................................................87
    (l)  Successor Agent.........................................................................................88
    (m)  Agent's Fee.............................................................................................88
    (n)  Delegation to Affiliates................................................................................88
    (o)  Execution of Collateral Documents.......................................................................89
    (p)  Collateral Releases.....................................................................................89

SECTION 22. MISCELLANEOUS........................................................................................89
    (a)  Counterpart Execution...................................................................................89
    (b)  Amendments, Supplements, Waivers........................................................................89
    (c)  Headings................................................................................................90
    (d)  Business Day............................................................................................90
    (e)  Reproduction of Documents...............................................................................90
    (f)  Opinions................................................................................................90
    (g)  Enforcement.............................................................................................91
    (h)  Entire Agreement........................................................................................91
    (i)  Confidentiality.........................................................................................91
    (j)  Preservation of Rights..................................................................................91
</TABLE>

         APPENDIX, SCHEDULES AND EXHIBITS

             APPENDIX A    Definitions and Interpretation

             SCHEDULE 1    Commitments of Participants
             SCHEDULE 2    Payment Instructions

             EXHIBIT A     Form of Trust Agreement
             EXHIBIT B     Form of Master Lease
             EXHIBIT C     Form of Annual No Default Certificate
             EXHIBIT D-1   Form of Opinion of In-House Counsel to the Lessee
             EXHIBIT D-2   Form of Opinion of Special Counsel to the Lessee
             EXHIBIT E     Form of Opinion of Special Counsel to Wilmington
                           Trust Company and Trustee
             EXHIBIT F-1   Form of Opinion of Local Counsel
             EXHIBIT F-2   Form of Local Counsel Questionnaire
             EXHIBIT G     Form of Completion Certificate
             EXHIBIT H     Form of Lender Mortgage
             EXHIBIT I     Form of Funding Request
             EXHIBIT J     Form of Construction Certificate
             EXHIBIT K     Form of Compliance Certificate
             EXHIBIT L     Form of Purchase of Assets Agreement Assignment
             EXHIBIT M-1   Form of Assignment Agreement (Lender)
             EXHIBIT M-2   Form of Assignment Agreement (Certificate Holders)
             EXHIBIT N     Form of Parent Guaranty
             EXHIBIT O     Form of Arco Lease
             EXHIBIT P     Form of Arco Assumption Agreement
             EXHIBIT Q     Form of Arco Estoppel Certificate



                                       iv
                                                         Participation Agreement
<PAGE>   6

                             PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT (this "PARTICIPATION AGREEMENT") dated as
of June 22, 2000 is entered into by and among PSC MANAGEMENT LIMITED
PARTNERSHIP, a Texas limited partnership, as Lessee, Construction Agent and
Guarantor (together with its permitted successors and assigns, in its capacity
as Lessee, the "LESSEE", in its capacity as Construction Agent, the
"CONSTRUCTION AGENT", and in its capacity as Guarantor, the "GUARANTOR"); PEROT
SYSTEMS CORPORATION, a Delaware corporation, as Parent Guarantor; WILMINGTON
TRUST COMPANY, a Delaware banking corporation, not in its individual capacity
except as expressly provided herein, but solely as trustee under the Trust
Agreement (in such capacity, together with its successors and permitted assigns
under the Trust Agreement the "TRUSTEE"); PEROT SYSTEMS BUSINESS TRUST NO.
2000-1, a Delaware business trust (the "LESSOR"); BANC ONE LEASING SERVICES
CORP., a Delaware Corporation, and the Persons named on Schedule 1 hereto
(together with their respective permitted successors, assigns and transferees),
as owners of the beneficial interest in the Lessor ("CERTIFICATE HOLDERS"); BANK
ONE, NA (with its principal office in Chicago, Illinois) and various financial
institutions party to the Loan Agreement from time to time as the Tranche A and
Tranche B Lenders thereunder (together with each of their permitted successors
and assigns, the "LENDERS"); and BANK ONE, NA, in its capacity as Agent
(together with its successors and assigns in such capacity from time to time,
the "AGENT") for the Lenders;

                                  WITNESSETH:

         WHEREAS, pursuant to the terms and provisions of the Trust Agreement
(which is substantially in the form of Exhibit A hereto), the Certificate
Holders have authorized the Trustee to take certain actions with respect to the
transactions contemplated hereby for the purpose of providing financing for (i)
the acquisition of the fee interest in the Texas Property and (ii) acquisition
of fee interests in or ground leases of certain other parcels of real property
under such terms and conditions as may be agreed upon between Lessee and the
Participants (the Texas Property and any such other parcels each, a "LAND
INTEREST"), the acquisition or construction of certain facilities currently
located or to be constructed on certain Land Interests acquired or ground leased
by the Lessor for the Lessee including the acquisition of certain equipment (the
"EQUIPMENT") currently located or to be located on and used in connection with
certain Land Interests acquired or ground leased by the Lessor for the Lessee
(collectively, with respect to each Land Interest, "IMPROVEMENTS");

         WHEREAS, each Land Interest, upon becoming subject to a Lease
Supplement, together with any improvements located thereon and any Improvements
thereafter constructed thereon is called a "Site" and all thereof are
collectively called the "SITES";

         WHEREAS, (i) Lessor shall purchase or acquire the Land Interests (other
than the Non-Acquired Land Interests) relating to the Sites and any improvements
then located thereon from third party sellers, (ii) Lessor shall ground lease
any Non-Acquired Land Interest from unaffiliated third parties, (iii) Lessee, as
Construction Agent, shall construct certain Improvements on some or all of the
Land Interests and shall apply Advances from Lessor to pay




                                                         Participation Agreement
<PAGE>   7

the costs thereof and to pay for Equipment, and (iv) Lessee shall lease the
Sites from Lessor for the Basic Term pursuant to that certain Master Lease
Agreement and Mortgage and Deed of Trust (which is substantially in the form of
Exhibit B hereto) dated as of even date herewith;

         WHEREAS, the Certificate Holders are willing personally to provide a
portion of the funding of the costs of acquisition of the Land Interest and any
existing Improvements and the cost of Construction of other Improvements;

         WHEREAS, the Lessor wishes to obtain, and the Lenders are willing to
provide, financing of the remaining portion of the funding of the costs of
acquisition of the Land Interest and any existing Improvements and the cost of
Construction of other Improvements;

         WHEREAS, the Lessee contemplates leasing from the Lessor the Sites,
including the Improvements constructed thereon by the Lessee in its capacity as
Construction Agent; and

         WHEREAS, to secure such financing, the Lenders will have, to the extent
provided in the Operative Documents, the benefit of a Lien from the Lessor on
the Lessor's right, title and interest in the Sites and on substantially all of
the Lessor's rights against the Lessee under the Master Lease and Lease
Supplements and against the Construction Agent under the Construction Agency
Agreement;

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

         DEFINITIONS; INTERPRETATION.

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

SECTION 1. DOCUMENTATION DATE; ACQUISITION DATE.

     (a) DOCUMENTATION DATE. The Documentation Date (the "DOCUMENTATION DATE")
shall occur on the earliest date on which the following conditions precedent
shall have been satisfied:

               (i) PARTICIPATION AGREEMENT. This Participation Agreement shall
         have been duly authorized, executed and delivered by the parties
         hereto.

               (ii) MASTER LEASE. The Master Lease shall have been duly
         authorized, executed and delivered by the parties thereto.

               (iii) CONSTRUCTION AGENCY AGREEMENT; CONSTRUCTION DOCUMENTS
         ASSIGNMENT. The Construction Agency Agreement and the Construction
         Documents Assignment shall have been duly authorized, executed and
         delivered by the parties thereto.



                                       2
                                                         Participation Agreement
<PAGE>   8

               (iv) CONSTRUCTION AGENCY AGREEMENT ASSIGNMENT. The Construction
         Agency Agreement Assignment shall have been duly authorized, executed
         and delivered by the Lessor, as assignor, in favor of the Agent, and
         consented to and acknowledged by the Construction Agent.

               (v) LOAN AGREEMENT. The Loan Agreement shall have been duly
         authorized, executed and delivered by the parties thereto.

               (vi) ASSIGNMENT OF LEASES AND RENTS. The Master Assignment of
         Leases and Rents shall have been duly authorized, executed and
         delivered by the Lessor, as assignor, in favor of the Agent, and
         consented to and acknowledged by the Lessee.

               (vii) FEES. The Lessee shall have paid in full all fees then due
         and payable pursuant to the Engagement Letter, subject to Section
         6(d)(2).

               (viii) STRUCTURAL GUARANTY; OTHER OPERATIVE DOCUMENTS. The
         Structural Guaranty and the other Operative Documents to be delivered
         in connection with the Documentation Date shall have been duly
         authorized, executed and delivered by the parties thereto.

         (b) SITE ACQUISITION DATE. For each Land Interest, the closing date
with respect to the acquisition thereof (each, a "SITE ACQUISITION DATE") shall
occur on the earliest date on or after the Documentation Date on which each of
the conditions precedent thereto set forth in Section 9 with respect to the
acquisition thereof shall have been either satisfied or waived by the applicable
parties as set forth therein.

SECTION 2. FUNDING OF ADVANCES.

         (a) CERTIFICATE HOLDERS' COMMITMENT. (i) Subject to the conditions
and terms hereof, the Certificate Holders shall cause the Lessor to take the
following actions with respect to the Property at the written request of the
Lessee from time to time during the Commitment Period:

                       (1) the Lessor shall acquire the Sites (using funds
               provided by the Participants);

                       (2) the Agent on behalf of Lessor shall make Advances
               (out of funds provided by the Participants) to the Construction
               Agent for the purpose of the renovation and construction of
               Improvements thereon; and

                       (3) the Lessor shall lease the Sites to the Lessee under
               the Master Lease and the Lease Supplement.

         Notwithstanding any other provision hereof, the Lessor shall not be
obligated to make any Advance with respect to any Site if, after giving effect
thereto, the aggregate outstanding amounts of the Tranche A Loans, Tranche B
Loans and the Equity Amount allocable to such Site would exceed the Commitments
of the Tranche A Lenders, the Tranche B Lenders and the



                                       3
                                                         Participation Agreement
<PAGE>   9

Certificate Holders, respectively, for such Site based upon the Land Acquisition
Cost, Site Improvement Cost and remaining Estimated Improvement Costs of such
Site.

               (ii) Subject to the conditions and terms hereof, the Certificate
         Holders shall personally make available to the Lessor (or the Agent on
         its behalf) at the request of the Lessee from time to time during the
         Commitment Period with respect to the Sites, on each Funding Date an
         amount (each an "EQUITY AMOUNT") in immediately available funds equal
         to the Certificate Holders' Commitment Percentage of the amount of the
         Advance being funded on such Funding Date. Notwithstanding any other
         provision hereof, the Certificate Holders shall not be obligated to
         make available any Equity Amount if, after giving effect to the
         proposed Equity Amount, the outstanding aggregate amount of Equity
         Amounts would exceed the Certificate Holders' Commitment.

         (b) LENDERS' COMMITMENT. Subject to the conditions and terms hereof,
the Lenders severally shall make Loans with respect to the Sites to the Lessor
at the request of the Lessee from time to time during the Commitment Period, on
each Funding Date in an amount in immediately available funds equal to each such
Lender's Commitment Percentage of the amount of the Advance being funded on such
Funding Date. Notwithstanding any other provision hereof, no Lender shall be
obligated to make any Loan if, after giving effect to the proposed Loan, the
outstanding aggregate amount of such Lender's Loans would exceed such Lender's
Commitment.

         (c) PROCEDURES FOR ADVANCES. (i) With respect to each funding of an
Advance, the Lessee shall give the Lessor and the Agent prior written notice not
later than 10:00 a.m., Chicago time, three (3) Business Days (unless waived)
prior to the proposed Funding Date (and the parties hereto hereby waive the 3
Business Day time period in connection with the Funding Request for the
Documentation Date) pursuant to an irrevocable Funding Request substantially in
the form of Exhibit I (a "FUNDING REQUEST"), which Funding Request shall
specify: the proposed Funding Date and the amount of Advance requested. With
respect to each Funding Request for a Site Acquisition Date, in addition to the
foregoing, the Lessee hereby directs the Lessor to acquire or ground lease the
Site, as applicable, and the Lessee shall also specify: (i) the Land Interest to
be acquired or ground leased and the seller or ground lessor of the Site, as
applicable, and (ii) the Estimated Improvement Costs for the Site. Lessee shall
request a minimum of one (1) Funding Date per month. Each funding shall be in an
amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof
provided, further, that the final funding may be in a lesser amount. From time
to time during the Basic Term Lessee shall select the Interest Period applicable
to the Advances and indicate whether such Advances shall accrue interest
determined by reference to the LIBO Rate (Reserve Adjusted) or the Alternate
Base Rate. The Lessee shall give the Agent irrevocable notice not later than
10:00 a.m. (Chicago time) at least three Business Days before the end of the
prior Interest Period, specifying the Interest Period applicable thereto. In the
event the Lessee shall fail to provide any such notice, the Interest Period
shall be the same as the immediately preceding Interest Period. Lessee shall be
allowed a maximum of three (3) separate LIBO Rate tranches at any one time. The
proceeds of one (1) funding each month will be used (i) to pay the Construction
Agent for accrued but unpaid Site Improvement Costs for Sites owned or ground
leased by Lessor and, Land



                                       4
                                                         Participation Agreement
<PAGE>   10

Acquisition Costs, and (ii) to reimburse the Construction Agent for Site
Improvement Costs paid by the Construction Agent and not previously reimbursed,
including without limitation Accrued Interest and Yield and Transaction
Expenses; and the Funding Date therefor shall be the Scheduled Payment Date
(except in the case of a Site Acquisition Date); provided, however, that if the
Lessee fails to duly and timely submit a Funding Request which provides for the
payment of Accrued Interest and Yield and Transaction Expenses on the applicable
Scheduled Payment Date, the Lessee hereby irrevocably authorizes and directs the
Agent (at its option) to cause the Participants to fund to the Participants such
amounts as may be necessary to pay in full all Accrued Interest and Yield and
Transaction Expenses then due and payable during the Construction Period for
such Site and for the one (1) calendar month thereafter. The proceeds of each
additional funding in any month (in an amount not less than $1,000,000) will be
used solely for Land Acquisition Costs and related expenses. Fundings for Site
Improvement Costs (other than Accrued Interest and Yield) for any Site shall be
made during the Construction Period for such Site and for the three (3) calendar
months thereafter.

               (ii) Upon satisfaction or waiver of the conditions precedent to
         the funding of an Advance set forth in Section 9, in the case of an
         Advance for the acquisition or ground lease of a Land Interest, the
         Lessor, as directed by the Certificate Holders acting at the request of
         the Lessee, shall pay all Land Acquisition Costs and pay Transaction
         Expenses in connection with such acquisition or ground lease, and in
         the case of other Advances, the Lessee, as Construction Agent, shall
         pay or retain as payment or reimbursement of Site Improvement Costs or
         Transaction Expenses the funds provided by the Certificate Holders and
         the Lenders for such Advance. The transfer by any Participant of its
         portion of an Advance shall evidence such Participant's satisfaction
         that the conditions precedent to such Advance have been met or waived.
         Except as set forth above and as the parties may otherwise agree in
         writing, Advances shall be made solely to provide the Construction
         Agent with funds with which to pay or reimburse itself for Site
         Improvement Costs or Transaction Expenses, as the case may be.

               (iii) All remittances made by the Participants for the funding of
         any Advance shall be made on the applicable Funding Date in immediately
         available Federal funds by wire transfer to the accounts specified in
         the applicable Funding Request. Subject to the prior satisfaction or
         waiver of each of the applicable conditions precedent set forth in
         Section 9, the Participants will use reasonable efforts to fund the
         applicable Advance prior to 1:00 p.m., Chicago time, on such Funding
         Date.

               (iv) In no event will (i) the total Property Cost at any time
         exceed $90,000,000.00, in the aggregate for all Sites under
         Construction or completed and still subject to the Master Lease, nor
         (ii) Site Cost allocable to the Texas Property exceed $90,000,000.00,
         nor (iii) for any other Site, exceed the Fair Market Sales Value of
         such Site expected upon Completion, as set forth in the applicable
         Appraisal.

         (d) ALLOCATION OF ADVANCES. All Advances shall be allocated among the
Sites in accordance with the Funding Requests. With respect to each Site, the
Agent shall allocate (i) the Transaction Expenses allocated thereto between the
Land Acquisition Cost and Site



                                       5
                                                         Participation Agreement
<PAGE>   11

Improvement Cost pro rata in the proportion that each bears to the Site Cost for
such Site, and (ii) Accrued Interest and Yield allocated thereto between Land
Acquisition Cost and Site Improvement Cost pro rata in proportion to the then
outstanding balances of Land Acquisition Cost and Site Improvement Cost. Advance
amounts which do not specifically relate to any one Site may be allocated and
reallocated by the Lessee from time to time among the Sites in accordance with
their respective Construction Budgets. Amounts due from Lessee, including
Supplemental Rent (including Cost Overruns), shall be allocated to the specific
Site or Sites to which such amounts relate; provided, however, that if any
amount does not specifically relate to any particular Site or Sites, such amount
shall be allocated among the Sites pro rata in accordance with the Commitment
for each of such Sites. Allocations of payments will be made based upon the
source of such payment as described in Section 5(d). Specifically, without
limitation, the Lessee shall maintain a ledger of the allocation of the
following amounts among the Sites subject to the Master Lease from time to time
until the Expiration Date, based upon the Advances allocable to each of the
Sites and allocation of payments under Section 5(d):

         Available Loan Commitments
         Available Equity Commitments
         Basic Rent
         Cost Overruns
         Equity Balance
         Equity Basic Rent
         Equity Amount
         Lease Balance
         Lender Basic Rent
         Loan Balance
         Participant Balance

         (e) ALLOCATION BETWEEN CONSTRUCTION PORTIONS AND NON-CONSTRUCTION
PORTIONS OF SITES. Whenever this Agreement or any other Operative Document
requires or contemplates the allocation of any Site Balance, Equity Amount,
Equity Balance, Loan Amount, Loan Balance, Land Acquisition Costs, Site
Improvement Costs, Basic Rent, Supplemental Rent, Equity Basic Rent, Lender
Basic Rent, Participant Balance, Operating Expenses, Commitment Fee, Annual
Administrative Fee, fee payable to the Arranger pursuant to the Fee Letter,
Trustee's Expenses, or any other rent, balance, amount, cost, expense or fee
between the Construction Portion of any Site and the portion of any Site that is
not the Construction Portion of that Site, the allocation of such amounts shall
be made first, by determining if any of such amounts are directly allocable to
the Construction Portion of such Site as a result of proceeds of any Advance
being used to pay any cost or expense or make any capital expenditure
specifically with respect to the Construction Portion of such Site or any
amounts being capitalized specifically with respect to the Construction Portion
of such Site and, if not and if at the time the allocation is to be made
Improvements have been completed on the Site and are being occupied pursuant to
one or more certificates of occupancy with respect to the Site, by allocating to
the Construction Portion of the Site such amount times a fraction, the numerator
of which is the total rentable square feet that the Construction Portion of the
Site is projected to contain upon Completion of the Site and the



                                       6
                                                         Participation Agreement
<PAGE>   12

denominator of which is the total rentable square feet which the Site is
projected to contain upon Completion of the Site.

SECTION 3. YIELD; INTEREST; NONUSE FEES.

         (a) YIELD. (i) The amount of the Equity Amounts outstanding from time
to time shall accrue yield ("YIELD") at the Yield Rate, calculated using the
actual number of days elapsed and, when the Yield Rate is determined by
reference to the LIBO Rate (Reserve Adjusted) or the Alternate Base Rate not
based upon the Prime Rate, a 360-day year basis and, when the Yield Rate is
determined by reference to the Alternate Base Rate based upon the Prime Rate, a
365- (or, if applicable, 366-) day year basis. If all or any portion of the
Equity Amounts, any Yield payable thereon or any other amount payable to any
Certificate Holders, Lessor or Trustee hereunder shall not be paid when due
(whether at stated maturity, acceleration thereof or otherwise), such overdue
amount shall bear interest at a rate per annum which is equal to the Overdue
Rate.

               (ii) The Lessee shall, pursuant to the Assignment of Leases and
         Rents, deposit in the Account the Equity Basic Rent (determined on the
         basis of accrued Yield due in accordance with clause (i) above) and all
         other amounts due with respect to the Equity Amounts payable by the
         Lessee under the Master Lease from time to time.

               (iii) During the Construction Period for each Site, subject to
         Section 4(c)(i), Yield with respect to such Site shall accrue on
         outstanding Equity Amounts and shall be funded monthly by the
         Certificate Holders and the Lenders pursuant to Section 3(a) and (b).
         During the Basic Term, such Yield shall be paid as a component of Basic
         Rent.

         (b) INTEREST ON LOANS. (i) The amount of each Loan shall accrue
interest at the applicable rate set forth in the Loan Agreement, calculated
using the actual number of days elapsed and, when the interest on the Loans is
determined by reference to the LIBO Rate (Reserve Adjusted) or the Alternate
Base Rate not based upon the Prime Rate, a 360-day year basis and, when such
interest is determined by reference to the Alternate Base Rate based upon the
Prime Rate, a 365- (or, if applicable, 366-) day year basis. If all or any
portion of the Loans, any interest payable thereon or any other amount payable
to any Lender, or the Agent hereunder shall not be paid when due (whether at
stated maturity, acceleration thereof or otherwise), such overdue amount shall
bear interest at a rate per annum which is equal to the Overdue Rate.

               (ii) The Lessee shall, pursuant to the Assignment of Leases and
         Rents, deposit in the Account the Lender Basic Rent (determined on the
         basis of amounts due in accordance with clause (i) above) and all other
         amounts due with respect to the Loans payable by the Lessee under the
         Master Lease from time to time.

               (iii) During the Construction Period for each Site, subject to
         Section 4(c)(i) interest with respect to such Site shall accrue on
         outstanding Loans and shall be funded monthly by the Certificate
         Holders and the Lenders pursuant to Section 3(a) and (b). During the
         Basic Term, such interest shall be paid as a component of Basic Rent.



                                       7
                                                         Participation Agreement
<PAGE>   13

         (c) PREPAYMENTS OF LOANS AND EQUITY AMOUNTS. (i) With respect to
the Texas Property, Lessee, as Construction Agent, shall remit to the Lessor all
rent collected by it under the Arco Lease (net of applicable costs and expenses
of collection) and all rent collected with respect to the Perot Operating
Premises, to be applied as follows; first, as payment of accrued Basic Rent and
to such extent such Basic Rent will not be requested in a Funding Request,
second, as payment of operating expenses during the Interim Term, and third, as
a reduction of the outstanding Site Balance.

               (ii) In the event that the Lessee pays the Property Balance (or
         in the case of Sections 6 or 11 of the Master Lease, any Site Balance)
         to the Lessor in connection with the Lessee's purchase of any Site or
         Sites in accordance with Sections 6, 11 or 16 of the Master Lease, the
         Lessor will prepay the entire outstanding principal amount of the Loans
         and Equity Amounts (or the portion thereof applicable to the Site
         Balance or Site Balances or portion thereof so paid in the case of
         Section 11 or 6(e) of the Master Lease). Each of the Lenders and each
         of the Certificate Holders hereby acknowledges and agrees that its
         Loans or Equity Amounts, as the case may be, may be so prepaid without
         any prepayment premium other than Break Costs and other amounts
         pursuant to Section 4(e)(iii).

         (d) NONUSE FEES; OTHER FEES. The Lessee agrees to pay the fees set
forth in this Section 4(d). During the Commitment Period fees may, subject to
the conditions hereof (including without limitation the last sentence of Section
3(a)(i)), be paid or reimbursed with the proceeds of an Advance.

               (i) NONUSE FEES. The Lessee agrees to pay to each Tranche A
         Lender, each Tranche B Lender and each Certificate Holder for the
         Commitment Period (including any portion of such Commitment Period when
         any Participant's Commitment is suspended by reason of the Lessee's
         inability to satisfy any condition of Section 9), a nonuse fee
         (collectively, the "NONUSE FEES") at a per annum rate equal to the
         Applicable Nonuse Fee Percentage on such Participant's Commitment
         Percentage of the sum of the Available Commitments. The Nonuse Fees
         shall be payable by the Lessee in arrears with respect to each
         three-month period (or portion thereof, for the first and last such
         periods) following the Documentation Date on the first day of each
         March, June, September, and December (provided, however, that if such
         day is not a Business Day, such payment shall be due on the immediately
         preceding Business Day in the full amount due on such first day),
         commencing June 1, 2000 through and including the first day immediately
         following the expiration of the Commitment Period, and shall be
         determined on the basis of the daily average Available Commitments
         during each three-month period. The Nonuse Fees shall be computed on
         the basis of the actual number of days (including the first day but
         excluding the last day) occurring during the period for which such
         Nonuse Fees are payable over a year of 360 days.

               (ii) OTHER FEES. The Lessee agrees to pay (x) to the Agent, for
         its own account, the Annual Administration Fees, payable on the
         Documentation Date and thereafter annually in arrears, (y) to the
         Arranger, for its own account, the fees set out in



                                       8
                                                         Participation Agreement
<PAGE>   14

         the Fee Letter, and (z) to the Agent, for the account of the Trustee,
         the Trustee's Expenses.

         (e) INTEREST AND YIELD PROTECTION.

               (i) Alternate Rate of Interest. If prior to the commencement of
         any Interest Period for an Advance with interest or Yield determined by
         reference to the LIBO Rate (Reserve Adjusted):

                         (1) the Agent determines (which determination shall be
               conclusive absent manifest error) that adequate and reasonable
               means do not exist for ascertaining the LIBO Rate (Reserve
               Adjusted) or the LIBO Rate, as applicable, for such Interest
               Period; or

                         (2) the Agent is advised by any Participant or
               Participants that because of a change in circumstances affecting
               the eurocurrency market generally the LIBO Rate (Reserve
               Adjusted) or the LIBO Rate, as applicable, for such Interest
               Period will not adequately and fairly reflect the cost to such
               Participants (or Participant) of making or maintaining their
               Loans or Equity Amounts (or its Loan or Equity Amount) for such
               Interest Period;

         then the Agent shall give notice thereof to the Lessee and the
Participants by telephone or telecopy as promptly as practicable thereafter and,
until the Agent notifies the Lessee and the Participants that the circumstances
giving rise to such notice no longer exist, (i) any Funding Request that
requests the conversion or continuation of an Advance with interest determined
by reference to the LIBO Rate (Reserve Adjusted) shall be ineffective, (ii) if
any Funding Request requests an Advance with interest determined by reference to
the LIBO Rate (Reserve Adjusted), such Advance shall be made as an Alternate
Base Rate Advance and (iii) any Funding Request by the Lessee for an Advance
with interest determined by reference to the LIBO Rate (Reserve Adjusted) shall
be ineffective; provided, however, that if the circumstances giving rise to such
notice do not affect all the Participants, then the LIBO Rate (Reserve Adjusted)
shall be applicable to the unaffected Participants and the Alternate Base Rate
requests by the Lessee for an Advance with interest determined by reference to
the LIBO Rate (Reserve Adjusted) may be made to Participants that are not
affected thereby.

               (ii) Increased Costs.

                         (1) If any Change in Law shall:

                              (a) impose, modify or deem applicable any reserve,
                         special deposit or similar requirement against assets
                         of, deposit with or for the account of, or credit
                         extended by, any Participant (except any such reserve
                         requirement reflected in the LIBO Rate (Reserve
                         Adjusted)); or



                                       9
                                                         Participation Agreement
<PAGE>   15

                              (b) impose on any Participant or the London
                         interbank market any other condition affecting this
                         Participation Agreement or Advances made by such
                         Participant under this Participation Agreement

                         and the result of any of the foregoing shall be to
               increase the cost to such Participant of making, funding or
               maintaining any such Loan or Equity Amount (or of maintaining its
               obligation to make any such Loan or Equity Amount) or to reduce
               the amount of any sum received or receivable by such Participant
               hereunder (whether of principal, interest, Equity Amount, Yield
               or otherwise), then the Lessee will pay to such Participant such
               additional amount or amounts as will compensate such Participant
               for such additional costs incurred or reduction suffered.

                         (2) If any Participant determines that any Change in
               Law regarding capital requirements has or would have the effect
               of reducing the rate of return on such Participant's capital or
               on the capital of such Participant's holding company, if any, as
               a consequence of this Agreement or the Loans or Equity Amounts
               made, funded or created by, such Participant, to a level below
               that which such Participant or such Participant's holding company
               could have achieved but for such Change in Law (taking into
               consideration such Participant's policies and the policies of
               such Participant's holding company with respect to capital
               adequacy), then from time to time the Lessee will pay to such
               Participant such additional amount or amounts as will compensate
               such Participant or such Participant's holding company for any
               such reduction suffered.

                         (3) A certificate of a Participant setting forth the
               amount or amounts necessary to compensate such Participant or its
               holding company, as the case may be, as specified in paragraph
               (1) or (2) of this Subsection shall be delivered to the Lessee
               and shall be conclusive absent manifest error. The Lessee shall
               pay such Participant the amount shown as due on any such
               certificate within 10 Business Days after receipt thereof.

                         (4) Failure or delay on the part of any Participant to
               demand compensation pursuant to this Subsection shall not
               constitute a waiver of such Participant's right to demand such
               compensation; provided, however, that the Lessee shall not be
               required to compensate a Participant pursuant to this Subsection
               for any increased costs or reductions incurred more than three
               months prior to the date that such Participant notifies the
               Lessee of the Change in Law giving rise to such increased costs
               or reductions and of such Participant's intention to claim
               compensation therefor; provided further that, if the Change in
               Law giving rise to such increased costs or reductions is
               retroactive, then the three-month period referred to above shall
               be extended to include the period of retroactive effect thereof.

               (iii) Break Funding Payments. In the event of (1) the payment of
         any principal of any Loan or Equity Amount other than on the last day
         of an Interest Period applicable



                                       10
                                                         Participation Agreement
<PAGE>   16

         thereto (including as result of an Event of Default), (2) the
         conversion of any Loan or Equity Amount other than on the last day of
         the Interest Period applicable thereto, (3) the failure to obtain an
         Advance, convert, continue or prepay any Loan or Equity Amount on the
         date specified in any notice delivered by Lessee pursuant hereto
         (regardless of whether such notice is permitted to be revocable and is
         revoked in accordance herewith), or (4) the assignment of any Loan or
         Equity Amount other than on the last day of the Interest Period
         applicable thereto as a result of a request by Lessee then, in any such
         event, the Lessee shall compensate each Participant for the loss, costs
         and expense attributable to such event, including, without limitation,
         Break Costs and any costs associated with the termination by any
         Participant of any foreign currency exchange arrangements. The loss to
         any Participant attributable to any such event shall be deemed to
         include, without duplication, an amount determined by such Participant
         to be equal to the excess, if any, of (i) the amount of interest that
         such Participant would pay for a deposit equal to the principal amount
         of such Loan or Equity Amount for the period from the date of such
         payment, conversion, failure or assignment to the last day of the then
         current Interest Period for such Loan (or, in the case of a failure to
         obtain an Advance, convert or continue, the duration of the Interest
         Period that would have resulted from such borrowing, conversion or
         continuation) if the interest rate payable on such deposit were equal
         to the LIBO Rate (Reserve Adjusted) for such Interest Period, over (ii)
         the amount of interest that such Participant would earn on such
         principal amount for such period if such Participant were to invest
         such principal amount for such period at the interest rate that would
         be bid by such Participant (or an Affiliate of such Participant) for
         dollar deposits from other banks in an eurodollar market at the
         commencement of such period. A certificate of any Participant setting
         forth any amount or amounts that such Participant is entitled to
         receive pursuant to this Subsection shall be delivered to the Lessee
         and shall be conclusive absent manifest error. The Lessee shall pay
         such Participant the amount shown as due on any such certificate within
         10 days after receipt thereof.

               (iv) Mitigation Obligations; Replacement of Participants. (1) If
         any Participant requests compensation under Section 4(e)(ii)(1), or if
         the Lessee is required to pay any additional amount to any Participant
         pursuant to Section 4(e)(ii)(1), then such Participant shall use
         reasonable efforts to designate a different lending office for funding
         or booking its Loans or Equity Amounts hereunder or to assign its
         rights and obligations hereunder to another of its offices, branches or
         affiliates, if, in the judgment of such Participant, such designation
         or assignment (i) would eliminate or reduce amounts payable pursuant to
         Section 4(e)(ii)(1) in the future and (ii) would not subject such
         Participant to any unreimbursed cost or expense and would not otherwise
         be disadvantageous to such Participant. The Lessee hereby agrees to pay
         all reasonable costs and expenses incurred by any Participant in
         connection with any such designation or assignment.

                         (2) If any Participant requests compensation under
               Section 4(e)(ii)(1) or if any Participant defaults in its
               obligation to fund Loans or Equity Amounts hereunder or any
               Participant becomes entitled to prepayment under Section



                                       11
                                                         Participation Agreement
<PAGE>   17

               4(e)(v), then the Lessee may, at its sole expense and effort,
               upon notice to such Participant and the Agent, require such
               Participant to assign and delegate, without recourse, all its
               interests, rights and obligations under this Agreement to an
               assignee that shall assume such obligations (which assignee may
               be another Participant, if a Participant accepts such
               assignment); provided, however, that (i) the Lessee shall have
               received the prior written consent of the Agent, which consent
               shall not unreasonably be withheld, (ii) such Participant shall
               have received payment of an amount equal to its Loan Balance or
               Equity Balance (as applicable), accrued fees and all other
               amounts payable to it hereunder or under any other Operative
               Documents, from the assignee (to the extent of such Loan Balance
               or Equity Balance and fees) or the Lessee (in the case of all
               other amounts) and (iii) in the case of any such assignment
               resulting from a claim for compensation under Section 4(e)(ii),
               such assignment will result in a reduction in such compensation
               or payments. A Participant shall not be required to make any such
               assignment and delegation if, prior thereto, as a result of a
               waiver by such Participant or otherwise, the circumstances
               entitling the Lessee to require such assignment and delegation
               cease to apply.

               (v) If it becomes illegal for any Participant to continue its
         participation in the transaction contemplated by the Operative
         Documents (the "OVERALL TRANSACTION"), the Participant shall give
         notice promptly to the Agent, Certificate Holders, Trustee, each other
         Participant and the Lessee (including in such notice reasonable details
         as to the basis of such illegality). Each Participant agrees for the
         benefit of the Lessee and (in the case of a Lender) the Certificate
         Holders, if so required by the Lessee, to consult in good faith with
         the Lessee and such other parties and to use its reasonable best
         efforts to avoid such illegality (including by assigning its rights
         hereunder and under the other Operative Documents to an Affiliate or
         branch of the Participant, and providing that such Affiliate or branch
         shall assume its obligations hereunder and thereunder); provided,
         however, that such Participant shall not in this connection be
         obligated to take any action which would be materially prejudicial to
         the operations of the Participant; provided further, however, that the
         portion of the Loan or Equity Amount held by such Participant shall be
         prepaid on or prior to the date (the "ILLEGALITY PREPAYMENT DATE")
         which is the earlier of the 180th day subsequent to the giving by such
         Participant of such notice and the date upon which the Participant is
         obligated under Applicable Law to terminate its participation in the
         Overall Transaction if such illegality has not been avoided or the
         portion of the Loan or Equity Amount held by such Participant has not
         been prepaid prior to the Illegality Prepayment Date.

         (f) NOTICE OF YIELD AND INTEREST. The Agent shall deliver to the Lessee
from time to time written notice of the amount of Basic Rent and the due date
therefor (i) promptly after the commencement of each LIBOR Period, and (ii)
promptly after determination of Accrued Interest and Yield determined by
reference to the Alternate Base Rate.



                                       12
                                                         Participation Agreement
<PAGE>   18

SECTION 4. CERTAIN INTENTIONS OF THE PARTIES; DISCLOSURE; DISTRIBUTIONS.

         (a) NATURE OF TRANSACTION. (i) The parties hereto intend that (1)
for financial accounting purposes with respect to the Lessee, the Lessor will be
treated as the owner and the lessor of the Property, including the Equipment,
and the Lessee will be treated as the lessee of the Property, including the
Equipment, and (2) for all other purposes, including Federal and all state and
local income tax purposes, state real estate and commercial law, bankruptcy and
Environmental Law purposes, (x) the Master Lease will be treated as a financing
arrangement, (y) the Participants will be deemed lenders making loans to the
Lessee in an amount equal to the sum of the Equity Amounts and the outstanding
principal amount of the Loans, which loans are secured by the Property, and (z)
the Lessee will be treated as the owner of the Property and will be entitled to
all tax benefits ordinarily available to an owner of property like the Property
for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that
neither the Lessor nor any of the Participants has made any representations or
warranties to the Lessee concerning the tax, accounting or legal characteristics
of the Operative Documents and that the Lessee has obtained and relied upon such
tax, accounting and legal advice concerning the Operative Documents as it deems
appropriate.

               (ii) Specifically, without limiting the generality of clause (i),
         the parties hereto intend and agree that in the event of any insolvency
         or receivership proceedings or a petition under the United States
         bankruptcy laws or any other applicable insolvency laws or statute of
         the United States of America or any State or Commonwealth thereof
         affecting the Lessee, the Lessor or the Participants or any collection
         actions, the transactions evidenced by the Operative Documents are and
         shall be loans made to the Lessee by the Participants in each case as
         unrelated third party lenders.

         (b) AMOUNTS DUE UNDER MASTER LEASE. Anything else herein or elsewhere
to the contrary notwithstanding, it is the intention of the Lessee, the
Certificate Holders, the Trustee, the Lessor and the Lenders that: (1) the
amount and timing of installments of Basic Rent due and payable from time to
time from the Lessee under the Master Lease shall be equal to the aggregate
payments due and payable as interest on the Loans and Yield on the Equity
Amounts on each Payment Date, subject to Section 4(c)(i); (2) if the Lessee
becomes obligated or otherwise elects to purchase the Property under the Master
Lease, the Lessee shall make payments pursuant to the Master Lease which shall
be sufficient to pay in full the Loan Balances and the Equity Balances for the
Property and Nonuse Fees thereon and all other obligations of the Lessee owing
to the Lessor, the Certificate Holders, the Trustee and the Lenders; and if the
Lessee becomes obligated to purchase any Site under Section 11 of the Master
Lease, or if the Lessee elects to purchase any Sites under Section 6(e) of the
Master Lease, Lessee shall make payments pursuant to the Master Lease which
shall be sufficient to pay in full the applicable portion of the Loan Balance
and the Equity Balance and Nonuse Fees thereon and all other obligations of the
Lessee owing to the Lessor, the Certificate Holders, the Trustee and the
Lenders, in each case related to such Site, as applicable; (3) if the Lessee
properly elects the Sale Option with respect to the Property, the Lessee shall
only be required to pay to the Lessor (or the Agent) the proceeds of the sale of
the Property, the Applicable Percentage Amount with respect to the Property and
any amounts due pursuant to Sections 13 and 14 hereof and Section 6(d) and
Section 6(i) of the Master Lease (which aggregate amounts may be less than the
Property Balance), together with any accrued Basic Rent and Supplemental Rent
then due and owing; and



                                       13
                                                         Participation Agreement
<PAGE>   19

(4) upon an Event of Default resulting in an acceleration of the Lessee's
obligation to purchase the Property under the Master Lease, the amounts then due
and payable by the Lessee under the Master Lease shall include all amounts
necessary to pay in full the Property Balance, plus all other amounts then due
from the Lessee to the Participants under the Operative Documents.

         (c) DISCLOSURE. The parties hereto agree that none of them is limited
in any way by an express or implied understanding or agreement with or for the
benefit of any person who would be treated as a tax shelter promoter (within the
meaning of Internal Revenue Code Section 6111(d)) (a Promoter) from disclosure
of the structure or tax aspects (within the meaning of Treas. Reg. Section
301.6111-2T(C)(1)) of the transaction which is the subject of this Participation
Agreement. Furthermore, no party hereto who would be treated as a Promoter (x)
claims, knows, or has reason to know, (y) knows or has reason to know that any
other person (other than the parties hereto) claims or (z) will cause another
person to claim, that the transaction which is the subject of this Participation
Agreement is proprietary to any person other than the parties hereto or is
otherwise protected from disclosure of the foregoing by others.

         (d) DISTRIBUTION.

               (i) Subject to Section 5(d)(vii)(4), each payment of Basic Rent
         (and any payment of interest on overdue installments of Basic Rent)
         received (i) by the Lessor shall be remitted to Agent and (ii) by the
         Agent (including any portion thereof received from the Construction
         Agent pursuant to Section 2.9(c) of the Construction Agency Agreement)
         shall be distributed by the Agent to the Participants, pro rata in
         accordance with, and for application to, the Tranche A Lender Basic
         Rent, Tranche B Lender Basic Rent and Equity Basic Rent then due, as
         well as any overdue interest due to each such Participant (to the
         extent permitted by Applicable Law).

               (ii) Subject to Section 5(d)(vii)(2), any payment received by the
         Lessor or the Agent as a result of:

                         (1) the purchase of any Sites by the Lessee pursuant to
               the exercise of its option under Section 6(e) of the Master
               Lease, or

                         (2) the Lessee's compliance with its obligation to
               purchase (or cause its designee to purchase) all or any of the
               Property in accordance with Sections 6(b) (as a result of the
               exercise of the option of Lessee pursuant to that Section of the
               Master Lease), 6(e), 6(f) and 6(i) of the Master Lease, or

                         (3) the purchase of any Site by the Lessee pursuant to
               Section 11 of the Master Lease, or Section 5.2 of the
               Construction Agency Agreement, or

                         (4) the Lessee failing to fulfill one or more of the
               conditions to the exercise of the Sale Option pursuant to Section
               6(d) of the Master Lease and the Lessor's receipt of the Property
               Balance from the Lessee pursuant to Section 6(d)(3) of the Master
               Lease,



                                       14
                                                         Participation Agreement
<PAGE>   20

         shall be promptly remitted by the Lessor to the Agent (if received by
the Lessor) and in each case, shall be distributed by the Agent to pay in full
(or in part on a pro-rata basis if Lessee's obligation is to purchase or cause
to be purchased less than all of the Property) the Participant Balance of each
Participant.

               (iii) The payment by the Lessee of the Applicable Percentage
         Amount, the Land Interest Deficiency Amount, and all Supplemental Rent
         due in accordance with Section 6(d)(3) of the Master Lease upon the
         Lessee's exercise of the Sale Option and the payment by the Lessee of
         the Construction Failure Payment in accordance with Section 5.3 of the
         Construction Agency Agreement shall be promptly remitted by the Lessor
         (if received by the Lessor) to the Agent, and shall be distributed by
         the Agent in the following amounts and order of priority:

                         first, so much of such payments or amounts as shall
               constitute Supplemental Rent, including Cost Overruns in
               accordance with Section 3(e) of the Master Lease, to the Persons
               entitled thereto in accordance with Section 5(d)(v) in payment of
               such Supplemental Rent;

                         second, to the Tranche A Lenders for application to pay
               in full the Tranche A Loan Balance of each Tranche A Lender, and
               in the case where the amount so distributed shall be insufficient
               to pay in full as the Tranche A Loan Balance for each Tranche A
               Lender, then pro rata among the Tranche A Lenders without
               priority of one Tranche A Lender over the other in the proportion
               that each such Participant's Tranche A Loan Balance bears to the
               aggregate Tranche A Loan Balances of all Tranche A Lenders;

                         third, to the Tranche B Lenders for application to pay
               in full the Tranche B Loan Balance of each Tranche B Lender, and
               in the case where the amount so distributed shall be insufficient
               to pay in full as the Tranche B Loan Balance for each Tranche B
               Lender, then pro rata among the Tranche B Lenders without
               priority of one Tranche B Lender over the other in the proportion
               that each such Participant's Tranche B Loan Balance bears to the
               aggregate Tranche B Loan Balances of all Tranche B Lenders; and

                         fourth, to the Certificate Holders, personally, for
               application to pay in full the aggregate Equity Balances of each
               of the Certificates Holders, and in the case where the amount so
               distributed shall be insufficient to pay in full the Equity
               Balances of the Certificate Holders, then pro rata among the
               Certificate Holders without priority of one Certificate Holder
               over another in the proportion that each such Certificate
               Holder's Equity Balance bears to the aggregate of the Equity
               Balances of all Certificate Holders.

               (iv) Any payments received by the Lessor or the Agent as proceeds
         from the sale of any Site sold pursuant to the Lessee's exercise of the
         Sale Option pursuant to Section 6(c) of the Master Lease and any
         payment received as proceeds from the sale of



                                       15
                                                         Participation Agreement
<PAGE>   21

         any Site sold pursuant to the second proviso of Section 5.2(b) of the
         Construction Agency Agreement, or sold by the Agent on behalf of the
         Participants, shall be promptly remitted by the Lessor (if received by
         the Lessor) to the Agent, and shall be distributed by the Agent in the
         funds so received in the following order of priority:

                         first, to pay the usual, customary and reasonable
               seller's sales costs in connection with consummation of the Sale
               Option and in the case of the second proviso of Section 5.2(b) of
               the Construction Agency Agreement, the Costs of Carry;

                         second, so much of such payments or amounts as shall be
               required to pay the then existing or prior Participants, the
               Lessor and Wilmington Trust Company the amounts payable to them
               pursuant to any expense reimbursement or indemnification
               provisions of the Operative Documents and all Costs of Carry
               shall be distributed to each such Person without priority of one
               over the other pro rata in accordance with the amount of such
               payment or payments payable to each such Person;

                         third, to the Tranche B Lenders for application to pay
               in full the Tranche B Loan Balance of each Tranche B Lender, and
               in the case where the amount so distributed shall be insufficient
               to pay in full the Tranche B Loan Balance for each Tranche B
               Lender, then pro rata among the Tranche B Lenders without
               priority of one Tranche B Lender over the other in the proportion
               that each such Participant's Tranche B Loan Balance bears to the
               aggregate Tranche B Loan Balances of all Tranche B Lenders;

                         fourth, the Tranche A Lenders for application to pay in
               full the Tranche A Loan Balance of each Tranche A Lender, and in
               the case where the amount so distributed shall be insufficient to
               pay in full the Tranche A Loan Balance for each Tranche A Lender,
               then pro rata among the Tranche A Lenders without priority of one
               Tranche A Lender over the other in the proportion that each such
               Participant's Tranche A Loan Balance bears to the aggregate
               Tranche A Loan Balances of all Tranche A Lenders; and

                         fifth, to the Certificate Holders, personally, for
               application to pay in full the aggregate Equity Balances of such
               Certificates Holders, and in the case where that amount so
               distributed shall be insufficient to pay in full the Equity
               Balances of the Certificate Holders, then pro rata among the
               Certificate Holders without priority of one Certificate Holder
               over another in the proportion that each such Certificate
               Holder's Equity Balance bears to the aggregate of the Equity
               Balances of all Certificate Holders; and

                         sixth, the balance, if any, shall be promptly
               distributed to, or as directed by, the Lessee.



                                       16
                                                         Participation Agreement
<PAGE>   22

               (v) All payments of Supplemental Rent received by the Lessor
         shall promptly be remitted to the Agent. All payments of Supplemental
         Rent received by the Agent (excluding any amounts payable pursuant to
         the preceding provisions of this Section 5(d), other than clause
         "first" of Section 5(d)(iii)) shall be distributed promptly by the
         Agent upon receipt thereof to the Persons entitled thereto pursuant to
         the Operative Documents and specifically in the case of the Cost
         Overrun Portion, to each Participant which funded Cost Overruns
         together with Accrued Interest or Yield (as applicable) thereon.

               (vi) Notwithstanding any other provision of this Section 5(d),
         any Excepted Payment received at any time by the Lessor or the Agent
         shall be promptly remitted by the Lessor (if received by the Lessor) to
         the Agent, and shall be distributed by the Agent to the Person entitled
         to receive such Excepted Payment pursuant to the Operative Documents.

               (vii) (1) Except as otherwise provided in clause (vii)(2) or
         clause (ix) of this Section 5, all amounts received by the Lessor or
         the Agent in connection with any sale of all or any part of the
         Property after the occurrence of a Lease Event of Default shall be
         promptly remitted by the Lessor (if received by the Lessor) to the
         Agent, and shall be distributed by the Agent in the following order of
         priority:

                         first, so much of such payments or amounts as shall be
               required to pay the then existing or prior Participants, the
               Lessor and Wilmington Trust Company the amounts payable to them
               pursuant to any expense reimbursement or indemnification
               provisions of the Operative Documents and all Costs of Carry
               shall be distributed to each such Person without priority of one
               over the other pro rata in accordance with the amount of such
               payment or payments payable to each such Person;

                         second, to the Tranche B Lenders for application to pay
               in full the Tranche B Loan Balance of each Tranche B Lender, and
               in the case where the amounts so distributed shall be
               insufficient to pay in full the Tranche B Loan Balance for each
               Tranche B Lender, then pro rata among the Tranche B Lenders
               without priority of one Tranche B Lender over the other in the
               proportion that each such Participant's Tranche B Loan Balance
               bears to the aggregate Tranche B Loan Balances of all Tranche B
               Lenders;

                         third, to the Tranche A Lenders for application to pay
               in full the Tranche A Loan Balance of each Tranche A Lender, and
               in the case where the amounts so distributed shall be
               insufficient to pay in full the Tranche A Loan Balance for each
               Tranche A Lender, then pro rata among the Tranche A Lenders
               without priority of one Tranche A Lender over the other in the
               proportion that each such Participant's Tranche A Loan Balance
               bears to the aggregate Tranche A Loan Balances of all Tranche A
               Lenders;



                                       17
                                                         Participation Agreement
<PAGE>   23

                         fourth, to the Certificate Holders for application to
               pay in full the aggregate Equity Balances of such Certificate
               Holders, and in the case where the amount so distributed shall be
               insufficient to pay in full the Equity Balances of the
               Certificate Holders, then pro rata among the Certificate Holders
               without priority of one Certificate Holder over another in the
               proportion that each such Certificate Holder's Equity Balance
               bears to the aggregate of the Equity Balances of all Certificate
               Holders; and

                         fifth, the balance, if any, of such payment or amounts
               remaining thereafter shall be promptly distributed to, or as
               directed by, the Lessee.

                         (2) All payments received and amounts realized (other
               than payments or amounts described in clause (i) or (ii) above)
               by the Lessor or the Agent (unless the second proviso of Section
               5.2(b) of the Construction Agency Agreement is applicable or
               clause 5(d)(ii)(3) is applicable) with respect to any sale or
               leasing of any Site after the occurrence of a Construction Agency
               Agreement Event of Default, shall be promptly remitted by the
               Lessor (if received by the Lessor) to the Agent and shall be
               distributed by the Agent in the following order of priority:

                         first, so much of such payments or amounts as shall be
               required to pay the then existing or prior Participants, the
               Lessor and Wilmington Trust Company the amounts payable to them
               pursuant to any expense reimbursement or indemnification
               provisions of the Operative Documents and all Costs of Carry paid
               by each such Person shall be distributed to each such Person
               without priority of one over the other in accordance with the
               amount of such payment or payments payable to each such Person;

                         second, to the Tranche B Lenders for application to pay
               in full the Tranche B Loan Balance of each Tranche B Lender, and
               in the case where the amounts so distributed shall be
               insufficient to pay in full the Tranche B Loan Balance for each
               Tranche B Lender, then pro rata among the Tranche B Lenders
               without priority of one Tranche B Lender over the other in the
               proportion that each such Participant's Tranche B Loan Balance
               bears to the aggregate Tranche B Loan Balances of all Tranche B
               Lenders;

                         third, to the Tranche A Lenders for application to pay
               in full the Tranche A Loan Balance of each Tranche A Lender, and
               in the case where the amounts so distributed shall be
               insufficient to pay in full the Tranche A Loan Balance for each
               Tranche A Lender, then pro rata among the Tranche A Lenders
               without priority of one Tranche A Lender over the other in the
               proportion that each such Participant's Tranche A Loan Balance
               bears to the aggregate Tranche A Loan Balances of all Tranche A
               Lenders;

                         fourth, to the Certificate Holders personally for
               application to pay in full the aggregate Equity Balances of such
               Certificates Holders, and in the case where



                                       18
                                                         Participation Agreement
<PAGE>   24

               the amount so distributed shall be insufficient to pay in full
               the Equity Balances of the Certificate Holders, then pro rata
               among the Certificate Holders without priority of one Certificate
               Holder over another in the proportion that each such Certificate
               Holder's Equity Balance bears to the aggregate of the Equity
               Balances of all Certificate Holders; and

                         fifth, to all Participants pro rata in accordance with
               their respective original Commitments.

               (viii) (1) Subject to Sections 5(d)(viii)(2), any payment
         received by the Lessor or the Agent for which no provision as to the
         application thereof is made in the Operative Documents or elsewhere in
         this Section 5(d), including amounts received pursuant to Section 6(i)
         of the Master Lease, shall be promptly remitted by the Lessor (if
         received by the Lessor) to the Agent and shall be distributed by the
         Agent pro rata among the Participants, without priority of one over the
         other, in the proportion that the Participant Balance (or if none is
         then outstanding, the original Commitment) of each bears to the
         aggregate of all the Participant Balances (or all such Commitments).

                         (2) Any payment received by the Lessor or the Agent for
               which provision as to the application thereof is made in an
               Operative Document but not elsewhere in this Section 5(d) shall
               be promptly remitted by the Lessor (if received by the Lessor) to
               the Agent and, in each case, shall be distributed forthwith by
               the Agent to the Person and for the purpose for which such
               payment was made in accordance with the terms of such Operative
               Document.

               (ix) Subject to Section 5(d)(vii)(2), any amounts payable to the
         Lessor or the Agent as a result of a Casualty or Condemnation pursuant
         to Section 11 of the Master Lease shall be promptly remitted by the
         Lessor (if received by the Lessor) to the Agent and shall be
         distributed by the Agent as follows:

                         (1) all amounts that are to be applied to the purchase
               price of the applicable Site in accordance with Section 11 and
               Section 6 of the Master Lease shall be distributed by the Agent
               in accordance with Section 5(d)(ii); and

                         (2) all amounts payable to the Lessee for the repair of
               damage caused by such Casualty or Condemnation in accordance with
               Section 11(a) of the Master Lease shall be distributed to, or as
               directed by, the Lessee.

               (x) To the extent any payment made to any Participant is
         insufficient to pay in full the Participant Balance of such
         Participant, then each such payment shall first be applied to the
         payment of Accrued Interest or Yield and then to the outstanding
         principal amount of the Loans or the Equity Amounts, as applicable.



                                       19
                                                         Participation Agreement
<PAGE>   25

SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PARTICIPANTS.

         (a) REPRESENTATIONS AND WARRANTIES. Each Participant hereby represents
and warrants as to itself to the other Participants and the Lessee that:

               (i) STATUS; DUE ORGANIZATION. It (i) is either a corporation duly
         organized and validly existing in good standing under the laws of the
         State of Delaware, or a commercial bank, branch or agency of a foreign
         bank or other similar financial institution, or an Affiliate thereof
         and (ii) has all requisite power and authority to enter into, and
         perform its obligations under, each of the Operative Documents to which
         it is or will become a party.

               (ii) DUE AUTHORIZATION; ENFORCEABILITY. Its execution and
         delivery of each of the Operative Documents to which it is or will
         become a party and its performance of its obligations under each of the
         Operative Documents has been duly authorized by all appropriate
         corporate action, and has been or will be duly executed and delivered
         by it. Assuming due authorization, execution and delivery of those
         Operative Documents by the other parties thereto, each of the Operative
         Documents to which the Participant is a party constitutes or will
         constitute upon the execution thereof by such Participant the
         Participant's legal, valid and binding obligation, enforceable against
         it in accordance with its terms, except as enforceability thereof may
         be limited by (i) bankruptcy, insolvency, reorganization, moratorium or
         other similar laws affecting enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

               (iii) NO VIOLATION. The execution and delivery by the Participant
         of each of the Operative Documents to which it is or will become a
         party are not, and the performance by the Participant of its
         obligations under each of those Operative Documents, do not and will
         not contravene its Organic Documents or any Applicable Law applicable
         to the Participant (it being understood that the Participant makes no
         representation or warranty relating to the nature of the Sites or any
         part thereof or any Applicable Law relating thereto), and do not and
         will not contravene any provision of, or constitute a default under,
         any indenture, mortgage or other material contract or other instrument
         to which the Participant is a party or by which it or its property is
         bound or require the consent or approval of, the giving of notice to,
         the registration with or the taking of any action in respect of or by,
         any Governmental Authority or other Person (it being understood that
         the Participant makes no representation or warranty relating to the
         nature of the Sites or any part thereof or any Applicable Law relating
         thereto), except such as have been obtained, given or accomplished.

               (iv) NO LITIGATION. There are no pending or, to the knowledge of
         the Participant, threatened actions or proceedings by or before any
         court or administrative agency or other Governmental Authority to which
         the Participant is or will become a party which (i) involves any of the
         transactions contemplated hereunder or by any of the Operative
         Documents or (ii) if determined adversely to it, would reasonably be
         likely to materially adversely affect its ability to perform its
         obligations under each of the Operative Documents to which the
         Participant is or will become a party.



                                       20
                                                         Participation Agreement
<PAGE>   26

               (v) PERFORMANCE DOES NOT CREATE LIENS. The performance by the
         Participant of its obligations under each of the Operative Documents to
         which the Participant is or will become a party does not subject the
         Trust Estate to any Lien (other than the Liens created by the Operative
         Documents) under any indenture, mortgage, contract or other instrument
         to which the Participant is a party or by which the Participant is
         bound.

               (vi) ERISA. It is not and will not be making its Loans or funding
         Equity Amounts hereunder, and is not performing its obligations under
         the Operative Documents with the assets of any "employee benefit plan"
         (as defined in Section 3(3) of ERISA) which is subject to Title I of
         ERISA or "plan" (as defined in Section 4975(e)(1) of the code).

               (vii) BROKERS' FEES. It has not authorized or employed any Person
         to act as agent, broker, finder, financial advisor or otherwise in
         connection with the transactions contemplated by the Operative
         Documents other than the Agent and its Affiliates.

         (b) ADDITIONAL REPRESENTATIONS AND WARRANTIES. Each Certificate Holder
additionally represents, warrants and agrees:

               (i) ACQUISITION FOR INVESTMENT. It is acquiring its interest in
         the Trust Estate, including the trust certificates, for its own account
         for investment only and not with a view to, or for sale in connection
         with, any distribution thereof, but subject, nevertheless, to any
         requirement of Applicable Law that the disposition of its property
         shall at all times be within its control.

               (ii) NO OFFERING. Neither such Certificate Holder nor anyone
         acting on its behalf has offered, directly or indirectly, any interest
         in the Trust Estate, including the trust certificates, for sale to, or
         solicited any offer to acquire any of the same from, anyone (it being
         understood that neither the Lessee nor any other Person has been
         authorized to act on behalf of any Certificate Holder in connection
         with any such offer or solicitation).

               (iii) LESSOR LIENS. The Sites are free of Lessor Liens
         attributable to such Certificate Holder.

               (iv) NET WORTH. Such Certificate Holder will always have
         sufficient net worth to fund its Commitments.

               (v) INVESTMENT COMPANY. Such Certificate Holder is not an
         "investment company" or a company "controlled" by an "investment
         company" within the meaning of the Investment Company Act of 1940, as
         amended.



                                       21
                                                         Participation Agreement
<PAGE>   27

               (vi) TRANSFER AND ASSIGNMENTS. Any transfer or assignment of its
         interest in the Trust Estate (including the trust certificates) shall
         be subject to, and shall be effected in accordance with, the terms and
         provisions of Section 12.

               (vii) TRANSFERS. It will not transfer its interest in the Trust
         or the Trust Estate, including the trust certificates, except as
         expressly provided in Section 8.1 of the Trust Agreement.

               (viii) LESSOR LIENS. It will not directly or indirectly create,
         incur, assume or suffer to exist any Lessor Liens attributable to it on
         the Trust Estate or Lessee Property. It will, at its own cost and
         expense, promptly take such action as may be necessary to discharge
         fully all such Lessor Liens on the Trust Estate, other than Lessor
         Liens being contested by a Permitted Contest. It shall make restitution
         to the Trust Estate for any diminution in the value of the Trust Estate
         as a result of its failure to discharge any such Lessor Liens. It shall
         promptly, and in no event later than thirty days after its Certificate
         Holder Officer shall have obtained actual knowledge of the attachment
         of any Lessor Lien for which it is responsible, notify the Lessee and
         the Trustee of the attachment of such Lessor Lien and the particulars
         thereof. The term "CERTIFICATE HOLDER OFFICER" shall mean an officer of
         each Certificate Holder having responsibility for the administration of
         such Certificate Holder's interest in the Operative Documents.

         (c) COVENANTS OF THE PARTICIPANTS. Each of the Participants hereby
agrees as follows so long as this Participation Agreement is in effect:

                         (1) NO CREATION OF LESSOR LIENS. It will not create,
               incur, assume or suffer to exist any Lessor Lien attributable to
               such Participant upon the Master Lease or any of the Sites (other
               than as contemplated by any of the Operative Documents);

                         (2) REMOVAL OF LESSOR LIENS. It will remove any Lessor
               Lien created or incurred by it or attributable to it assumed or
               suffered to exist by it upon the Master Lease or any of the Sites
               (other than the Lender Mortgage and such other Liens as are
               contemplated by any of the Operative Documents) or bond over such
               lien if it is being contested; provided, however, that any action
               taken pursuant to this clause (2) shall not limit the Lessee's
               rights or remedies under any of the Operative Documents;

                         (3) REQUEST FOR EXTENSION; REPLACEMENT OF PARTICIPANTS.

                              (i) In the event that Lessee requests a renewal of
                         the Master Lease beyond the fifth anniversary of the
                         Documentation Date, within ten (10) Business Days after
                         Lessee's request, the Agent will request approval of
                         the Participants (including Agent or any Affiliate) to
                         extend the Expiration Date to the date which is at
                         least the seventh anniversary of the Documentation
                         Date; provided, however, that no Participant shall be



                                       22
                                                         Participation Agreement
<PAGE>   28

                         obligated to approve such extension, no reasonableness
                         standard shall be implied, assumed or deemed to exist
                         and such consent may be withheld in such Person's sole
                         and absolute discretion, for any reason or for no
                         reason.

                              (ii) In the event that the Lessee requests, in
                         accordance with this Section 6(c)(3), that the
                         Expiration Date be extended and one or more
                         Participants fail to consent to such request, then the
                         Agent and the Lessee shall be permitted to replace any
                         of the Certificate Holders (if such Certificate Holder
                         has failed to consent) and, pursuant to the written
                         request of the Lessee, the Agent shall be permitted to
                         replace any non-consenting Lender (each of such
                         non-consenting Certificate Holders and Lender, a
                         "NON-CONSENTING PARTICIPANT") with a replacement bank
                         or other financial institution or Affiliate thereof (a
                         "REPLACEMENT PARTICIPANT") satisfactory to the Lessee
                         and the Agent, with such replacement to be effective as
                         of the Expiration Date in effect prior to the requested
                         extension; provided, however, that (1) such replacement
                         does not conflict with any Applicable Law, (2) the
                         Replacement Participant shall purchase from the
                         Non-Consenting Participant (A) at par, the Loan held by
                         such Lender in the case of a Lender, and the Equity
                         Amount of such Certificate Holder, in the case of a
                         Certificate Holder, (B) all Accrued Interest or Yield
                         thereon, and (C) all other amounts owing to such
                         Non-Consenting Participant on or prior to the date of
                         replacement, in each case, (3) the Lessee shall be
                         liable to such Non-Consenting Participant for any Break
                         Costs if any Loan or Equity Balance, as the case may
                         be, owing to such Non-Consenting Participant shall be
                         prepaid (or purchased) other than on the last day of
                         the Interest Period or Interest Periods relating
                         thereto, (4) such replacement shall be made in
                         accordance with the provisions of Section 11 (in the
                         case of any Lender) or Section 12 (in the case of any
                         Certificate Holder) (provided, however, that the Lessee
                         or the relevant Replacement Participant shall be
                         obligated to pay the Transaction Expenses arising in
                         connection therewith), (5) the Replacement Participant
                         shall have agreed to be subject to all of the terms and
                         conditions of the applicable Operative Documents
                         (including the extension of the Master Expiration Date
                         contemplated by the relevant request for extension),
                         and (6) the replaced Participant shall be released by
                         the Lessee and each remaining Participant from any and
                         all obligations thereafter arising under the Operative
                         Documents.

                              (iii) The Participants hereby agree to cooperate
                         with the Lessee and the Agent in their efforts to
                         arrange one or more Replacement Participants as
                         contemplated by this Section 6(c)(3).

         (d) COVENANTS OF THE AGENT. The Agent hereby agrees that so long as
this Participation Agreement is in effect:




                                       23
                                                         Participation Agreement
<PAGE>   29

               (1) upon repayment in full of all Loans, the Agent shall execute
         and deliver to the Lessee a release of the Lender Mortgage, releases of
         the Construction Agency Agreement Assignment and Assignment of Leases
         and Rents, and releases of all other Liens created by the Operative
         Documents, and termination statements for any UCC Financing Statements
         relating to the Sites which are then of record naming the Agent as
         secured party or assignee thereof; and

               (2) it will determine from time to time the timing of the due
         date for the payment of certain general Property Costs (such as certain
         fees, certain legal fees and certain payments of Accrued Interest or
         Yield), with any remaining amount being due and payable on the
         Expiration Date.

         (e) COVENANTS OF THE CERTIFICATE HOLDERS. Each Certificate Holder
hereby agrees that so long as this Participation Agreement is in effect (unless
a Lease Event of Default shall have occurred and be continuing) until expiration
or earlier termination of the Master Lease, it will not, and will not cause or
direct the Trustee to, terminate or amend the Trust Agreement so that there is a
Material Adverse Affect for Lessee, except if there is a Lease Event of Default,
without the prior written consent of the Lessee. Notwithstanding the foregoing,
the Certificate Holders may, pursuant to Section 12.15 of the Trust Agreement,
change the name of the Trust.

SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF WILMINGTON TRUST
           COMPANY AND TRUSTEE.

         (a) WILMINGTON TRUST COMPANY REPRESENTATIONS AND WARRANTIES. Wilmington
Trust Company hereby represents and warrants in its individual capacity that:

               (1) DUE ORGANIZATION. Wilmington Trust Company (i) is a Delaware
         banking corporation duly organized and validly existing in good
         standing under the laws of the State of Delaware, and (ii) has the
         power and authority to enter into and perform its obligations under the
         Trust Agreement and to serve as trustee thereunder.

               (2) TRUST AGREEMENT; PARTICIPATION AGREEMENT. Each of the Trust
         Agreement and this Participation Agreement (insofar as Wilmington Trust
         Company is a party thereto and hereto) has been duly executed and
         delivered by Wilmington Trust Company and, assuming due authorization,
         execution and delivery by the other parties thereto, the Trust
         Agreement and this Participation Agreement constitute Wilmington Trust
         Company's legal, valid and binding obligations, enforceable against it
         in accordance with their respective terms, except as enforceability
         thereof may be limited by (i) bankruptcy, insolvency, reorganization,
         moratorium or other similar laws affecting enforcement of creditors'
         rights generally and (ii) general principles of equity (regardless of
         whether such enforceability is considered in a proceeding in equity or
         at law).



                                       24
                                                         Participation Agreement
<PAGE>   30

               (3) DUE AUTHORIZATION. Each Operative Document to which
         Wilmington Trust Company is or will become a party has been duly
         authorized, and has been or will be duly executed and delivered by
         Wilmington Trust Company.

               (4) NO VIOLATION. Assuming due authorization, execution and
         delivery of the Trust Agreement by the Certificate Holders, the
         execution and delivery by either the Trustee or Wilmington Trust
         Company, of each Operative Document to which the Trustee or Wilmington
         Trust Company, as the case may be, is or will become a party, are not,
         and the performance by the Trustee or Wilmington Trust Company, as the
         case may be, of their obligations under each, is not, and will not be,
         inconsistent with the Organic Documents of Wilmington Trust Company
         and, taking into account the responsibilities of the Trustee, do not
         and will not contravene the provisions of Applicable Law of the United
         States or Delaware (including any rules and regulations of governmental
         agencies and authorities thereto and therein and any judgment or order
         applicable to Wilmington Trust Company) governing the banking and trust
         powers of Wilmington Trust Company or result in any violation of or
         conflict with or constitute a default under, or subject the Trust
         Estate or any of the Sites to any Lien of, any indenture, mortgage or
         other agreement or instrument to which Wilmington Trust Company is a
         party or by which Wilmington Trust Company or its properties are bound,
         or, taking into account the responsibilities of the Trustee, require
         the consent or approval of, the giving of notice to, the registration
         with or the taking of any action in respect of or by, any Federal or
         State agency, authority or Person governing the banking and trust
         powers of Wilmington Trust Company or any other local Governmental
         Authority of the State of Delaware, except such as have been obtained,
         given or accomplished.

               (5) NO LITIGATION. There is no action, suit, investigation or
         proceeding by or before any court, arbitrator, administrative agency or
         other Governmental Authority pending or, to the knowledge of Wilmington
         Trust Company, threatened against or affecting Wilmington Trust Company
         or any of its properties which (i) involves any of the transactions
         contemplated hereunder or by any of the Operative Documents or (ii)
         affects its ability to perform its respective obligations under the
         Operative Documents to which it is or will become a party.

               (6) LESSOR LIENS. There are no Lessor Liens arising by, through
         or under Wilmington Trust Company, other than relating to or in
         connection with the Operative Documents.

               (7) SECURITIES. Wilmington Trust Company has not offered directly
         or indirectly any interests in the Trust Estate or any part thereof,
         including the trust certificates, for issue or sale to, or solicited
         any offer to acquire any of the same from, anyone, other than as
         contemplated in the Operative Documents.



                                       25
                                                         Participation Agreement
<PAGE>   31

         (b) WILMINGTON TRUST COMPANY AGREEMENTS. Wilmington Trust Company
hereby agrees that:

               (1) LESSOR LIENS. Wilmington Trust Company will not directly or
         indirectly create, incur, assume or suffer to exist any Lessor Liens
         attributable to it on the Trust Estate not resulting from or related to
         the transactions contemplated by the Operative Documents.. Wilmington
         Trust Company will, at its own cost and expense, promptly take such
         action as may be necessary to discharge duly all such Lessor Liens on
         any part of the Trust Estate attributable to Wilmington Trust Company
         other than Lessor Liens being contested by a Permitted Contest.
         Wilmington Trust Company shall make restitution to the Trust Estate for
         any diminution in the value of the Trust Estate as a result of its
         failure to discharge any such Lessor Liens attributable to Wilmington
         Trust Company. It shall promptly, and in no event later than thirty
         (30) days after an Trustee Officer shall have obtained actual knowledge
         of the attachment of any such Lessor Lien for which it is responsible,
         notify the Lessee and the Certificate Holders of the attachment of such
         Lien and the particulars thereof. The term "TRUSTEE OFFICER" shall mean
         an officer of the Trustee having responsibility for the administration
         of Wilmington Trust Company's and the Trustee's interest in the
         Operative Documents.

               (2) NO ISSUANCE. Wilmington Trust Company agrees that neither
         Wilmington Trust Company nor anyone acting on its behalf has offered or
         will offer any interests in the Trust Estate or any part thereof
         (including the trust certificates) or any securities similar thereto
         for issue or sale to, or has solicited or will solicit any offer to
         acquire any of the same from, anyone so as to bring the issuance and
         sale of the interests in the Trust Estate (including the trust
         certificates) within the provisions of Section 5 of the Securities Act
         or any similar provisions under any applicable state "blue sky" or
         similar state securities laws.

         (c) TRUSTEE AND TRUST REPRESENTATIONS AND WARRANTIES. The Trustee and
the Trust hereby represent and warrant on the date hereof that:

               (1) DUE ORGANIZATION. The Trust has been duly organized and is
         validly existing in good standing under the laws of the State of
         Delaware. Assuming the due authorization, execution and delivery of the
         Trust Agreement by the Certificate Holders, the Trust has the power and
         authority under the Trust Agreement to enter into and perform its
         obligations under each Operative Document to which the Trust is or will
         become a party.

               (2) DUE AUTHORIZATION; ENFORCEABILITY. Each of the Operative
         Documents to which it is or will be a party has been or will be, when
         executed and delivered, duly authorized by all appropriate trust
         action, and has been or will be duly executed and delivered by the
         Trust, and assuming due authorization, execution and delivery of the
         Trust Agreement by the Participants, each Operative



                                       26
                                                         Participation Agreement
<PAGE>   32

         Document (other than the Trust Agreement) to which the Trust or the
         Trustee is or will become a party constitutes or will constitute upon
         the due execution thereof a legal, valid and binding obligation of the
         Trust, enforceable against the Trust in accordance with its terms,
         except as enforceability thereof may be limited by (i) bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         enforcement of creditors' rights generally and (ii) general principles
         of equity (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

               (3) NO LIENS. On each Site Acquisition Date, the Sites to be
         acquired on such Site Acquisition Date shall be free and clear of
         Lessor Liens arising by, through or under the Trust (other than
         Permitted Liens).

               (4) CHIEF EXECUTIVE OFFICE. The principal place of business and
         chief executive office (as such term is used in Article 9 of the
         Uniform Commercial Code) of Trustee and the Trust is located at Rodney
         Square North, 1100 North Market Street, Wilmington, Delaware 19890.

               (5) DUE ORGANIZATION. The Trust has been duly formed and is
         validly existing and in good standing as a statutory business trust
         under the laws of the State of Delaware, and has the power and
         authority to enter into and perform its obligations under each of the
         Operative Documents, including this Participation Agreement, the Master
         Lease and the Lease Supplements to which it is or is to become a party.

               (6) ASSIGNMENT. The Trust has not assigned or transferred any of
         its right, title or interest in or under the Master Lease or the
         Construction Agency Agreement except in accordance with the Operative
         Documents.

               (7) USE OF PROCEEDS. The proceeds of the Loans and the Equity
         Amounts shall be applied by the Trust in its capacity as the Lessor
         solely in accordance with the provisions of the Operative Documents.

               (8) SECURITIES ACT. Neither the Trust in its capacity as the
         Lessor nor any Person authorized by the Trust to act on its behalf,
         including the Trustee has offered or sold any interest in the Notes or
         the Certificates, or in any similar security relating to the Sites, or
         in any security the offering of which for the purposes of the
         Securities Act of 1933, as amended, would be deemed to be part of the
         same offering as the offering of the aforementioned securities to, or
         solicited any offer to acquire any of the same from, any Person other
         than, in the case of the Notes, the Lenders, and neither the Trust in
         its capacity as the Lessor nor any Person authorized by the Trust to
         act on its behalf, including the Trustee will take any action which
         would subject the issuance or sale of any interest in the Notes or
         Equity Amounts to the provisions of Section 5 of the Securities Act.



                                       27
                                                         Participation Agreement
<PAGE>   33

               (9) FEDERAL RESERVE REGULATIONS. The Trust is not engaged
         principally in, and does not have as one of its important activities,
         the business of extending credit for the purpose of purchasing or
         carrying any margin stock (within the meaning of Regulation U of the
         F.R.S. Board), and no part of the proceeds of the Loans or the Equity
         Amounts will be used by it to purchase or carry any margin stock or to
         extend credit to others for the purpose of purchasing or carrying any
         such margin stock or for any purpose that violates, or is inconsistent
         with, the provisions of Regulation T, U or X of the F.R.S. Board. Terms
         for which meanings are provided in F.R.S. Board Regulation T, U or X or
         any regulations substituted therefor, as from time to time in effect,
         are used in this clause (9) with such meanings.

               (10) INVESTMENT COMPANY ACT. The Trust is not an "investment
         company" or a company controlled by an "investment company" within the
         meaning of the Investment Company Act of 1940, as amended.

         (d) COVENANTS OF TRUSTEE AND TRUST. Trustee and the Trust agree that:

               (1) LESSOR LIENS. The Trust will not directly or indirectly
         create, incur, assume or suffer to exist any Lessor Liens arising by,
         through or under it on the Trust Estate or any Lessee Property. The
         Trustee shall, at the cost and expense of the Trust Estate, promptly
         take such action as may be necessary to discharge duly all Lessor Liens
         attributable to it on any part of the Trust Estate or any Lessee
         Property, other than Lessor Liens being contested by a Permitted
         Contest. The Trustee agrees to make restitution to the Trust Estate for
         any diminution in the value of the Trust Estate as a result of its
         failure to discharge any Lessor Liens attributable to it.

               (2) NOTICES. In the event any claim with respect to any
         liabilities is filed against the Trustee or the Trust, the Trustee
         shall promptly notify the Certificate Holders and the Lessee thereof.

               (3) TITLE. On the Documentation Date and each Site Acquisition
         Date the Trust will take whatever interest in the Trust Estate and
         whatever rights to and interests in the Master Lease and the Lease
         Supplements as were granted or conveyed to it, free and clear of any
         Lessor Liens attributable to it.

               (4) TRUST AGREEMENT. The Trust agrees that (unless a Lease Event
         of Default shall have occurred and be continuing) until expiration or
         earlier termination of the Master Lease, it will not terminate the
         Trust Agreement without the prior written consent of the Lessee.



                                       28
                                                         Participation Agreement
<PAGE>   34

SECTION 7. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF LESSEE, CONSTRUCTION
           AGENT, GUARANTOR AND PARENT GUARANTOR.

         I. (a) GENERAL REPRESENTATIONS AND WARRANTIES. The Lessee hereby
represents and warrants to each of the other parties hereto that:

               (1) DUE ORGANIZATION. The Lessee (i) is a limited partnership
         duly organized and validly existing in good standing under the laws of
         the State of Texas, (ii) has all requisite partnership power and
         authority to own, hold under lease and operate its properties and to
         carry on its business as now conducted and as presently proposed to be
         conducted and to enter into, and perform its obligations under, each of
         the Operative Documents to which it is or will become a party, and
         (iii) has duly qualified and is authorized to do business and is in
         good standing as a foreign limited partnership in each state where a
         failure to so qualify would have a Material Adverse Effect.

               (2) DUE AUTHORIZATION; ENFORCEABILITY. Each of the Operative
         Documents to which it is or will become a party has been or will be,
         when executed and delivered, duly authorized by all appropriate
         partnership action, and has been or will be duly executed and delivered
         by the Lessee and, assuming due authorization, execution and delivery
         by the other parties thereto, constitutes or will constitute upon the
         due execution thereof the Lessee's legal, valid and binding obligation,
         enforceable against it in accordance with its terms, except as
         enforceability thereof may be limited by (i) bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting enforcement
         of creditors' rights generally and (ii) general principles of equity
         (regardless of whether such enforceability is considered in a
         proceeding in equity or at law).

               (3) NO VIOLATION. The execution and delivery by the Lessee of
         each of the Operative Documents to which it is or will become a party
         are not, and the performance by the Lessee of its obligations under
         each will not be, inconsistent with its Organic Documents, do not and
         will not contravene any Applicable Law of the United States of America,
         the State of Illinois, the State of Texas or any state in which a Site
         is located applicable to the Lessee or the Sites or the transactions
         contemplated by the Operative Documents, and do not and will not
         contravene any provision of, or constitute a default under, any
         indenture, mortgage or other contract or other instrument to which the
         Lessee is a party or by which it or its property is bound or require
         the consent or approval of, the giving of notice to, the registration
         with or the taking of any action in respect of or by, any Governmental
         Authority or other Person, except such as have been obtained, given or
         accomplished.

               (4) GOVERNMENTAL ACTIONS. The Lessee has made or will make all
         filings, recordings and registrations required by any Governmental
         Authority in connection with, and has obtained or will obtain, all
         Governmental Actions necessary or appropriate for the performance by
         the Lessee of the transactions contemplated hereby and by the other
         Operative Documents which are then or theretofore required by
         Applicable Law; the Lessee will make all filings,



                                       29
                                                         Participation Agreement
<PAGE>   35

         recordings and registrations required by any Governmental Authority in
         connection with, and will obtain, all material Governmental Actions
         necessary or appropriate for the performance by the Lessee of the
         transactions contemplated hereby and by the other Operative Documents
         not later than the dates required by Applicable Law.

               (5) NO LITIGATION. There are no pending or, to the best knowledge
         of the Lessee, threatened actions or proceedings by or before any court
         or administrative agency or other Governmental Authority to which the
         Lessee is or may become a party which (i) involves any of the
         transactions contemplated hereunder or by any of the Operative
         Documents or (ii) if determined adversely to it, would reasonably be
         likely to materially adversely affect the Lessee's ability to perform
         its obligations under each of the Operative Documents to which the
         Lessee is or will become a party.

               (6) PERFORMANCE. The Lessee is not in violation of any Applicable
         Law the violation of which is reasonably likely materially and
         adversely to affect the transactions contemplated by this Participation
         Agreement and the other Operative Documents or which would materially
         adversely affect Lessee's ability to perform its obligations under each
         of the Operative Documents.

               (7) NO ADVERSE CONTRACTS OR APPLICABLE LAW. The Lessee is not a
         party to, or bound by, any contract or agreement or instrument, or
         subject to any charter or other corporate restriction or any Applicable
         Law which materially and adversely affects the transactions
         contemplated by this Participation Agreement or the Operative Documents
         or which would materially adversely affect its ability to perform its
         obligations under each of the Operative Documents.

               (8) TAXES. All tax returns required to be filed by the Lessee in
         any jurisdiction have been filed where the failure to so file would
         have a Material Adverse Effect, and all Taxes upon the Lessee, or upon
         any of its properties, income or franchises, which are shown on such
         returns to be due and payable have been paid, other than Taxes (i)
         which are being contested in good faith by appropriate proceedings
         which have the effect of staying the enforcement of the lien for such
         Taxes and the sale, forfeiture or other loss of any applicable Site
         during the pendency of such contest, (ii) for which none of the Lessor,
         the Trustee, the Agent and the Participants shall be subject to any
         risk of criminal liability or material civil liability by virtue of the
         matters being contested or such proceedings, and (iii) for which the
         Lessee, in accordance with prudent practice, has established adequate
         reserves for the payment thereof and has provided evidence reasonably
         acceptable to the Agent, the Lessor and the Participants of such
         reserves. No material controversy in respect of additional income taxes
         due is pending or, to the knowledge of the Lessee threatened, which
         controversy if determined adversely would materially and adversely
         affect the financial condition of the Lessee.



                                       30
                                                         Participation Agreement
<PAGE>   36

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

               (10) DISCLOSURE. Neither the financial statements referred to in
         Section 8(I)(a)(18) nor any written statement furnished by or on behalf
         of Lessee in connection with the negotiation of the Master Lease or any
         other Operative Document contains any untrue statement of a material
         fact or omits a material fact necessary to make the statements
         contained therein or herein, in light of the circumstances in which
         they were made not misleading. There is no fact known to Lessee that
         has not been disclosed in writing to the other parties hereto that
         materially and adversely affects the ability of Lessee to perform its
         obligations under the Operative Documents.

               (11) HOLDING COMPANY. Lessee is not subject to regulation as a
         "holding company", an "affiliate" of a "holding company" or a
         "subsidiary company" of a "holding company", within the meaning of the
         Public Utility Holding Company Act of 1935, as amended.

               (12) ERISA. The execution and delivery by the Lessee of the
         Operative Documents to which it is or will become a party, will not
         involve any prohibited transaction within the meaning of ERISA or
         Section 4975 of the Code. The representation by the Lessee in this
         paragraph is made in reliance upon and subject to the accuracy of the
         representations of the Participants in Section 6(a)(vi) hereof as to
         the source of funds for the Participant's Loans or Equity Amounts, as
         applicable.

               (13) PATENTS AND TRADEMARKS. The Lessee owns or possesses or has
         the right to use all the patents, patent rights, trademarks, service
         marks, trade names, copyrights, licenses and similar rights necessary
         for the performance of its obligations under the Operative Documents,
         without any conflict known to it with the actual or asserted rights of
         others which materially and adversely affect the Lessee's ability to
         perform its obligations under the Operative Documents to which it is or
         will become a party. It is understood and agreed by the parties hereto
         that no interest in any trademark, trade name, copyright or service
         mark of the Lessee or an Affiliate thereof is being conveyed or
         transferred to the Trust any other Person pursuant to any Operative
         Document.

               (14) REGULATORY JURISDICTION. None of the Participants or Trustee
         or Wilmington Trust Company will become, (i) solely by reason of
         entering into this Participation Agreement or the other Operative
         Documents or (except with respect to the exercise by any Person of any
         control over a Site upon the occurrence of a Lease Event of Default or
         the expiration or other termination of the Master Lease) the
         consummation of any of the transactions contemplated hereby or thereby,
         subject to regulation by any Governmental Authority which



                                       31
                                                         Participation Agreement
<PAGE>   37

         regulates or otherwise has jurisdiction over any Site; or (ii) except
         for regulation the applicability of which depends on the existence of
         facts in addition to the ownership of the Sites upon the exercise of
         remedies under the Master Lease or upon the expiration of the Master
         Lease, subject to ongoing regulation of its operations by any
         Governmental Authority.

               (15) PRIVATE OFFERING. Neither the Lessee nor any Person
         authorized to act on Lessee's behalf has offered, either directly or
         indirectly, the Notes or any interest in the Trust (including the
         Certificates) for sale to, or solicited offers to buy any thereof from
         or otherwise approached or negotiated with respect thereto with any
         prospective purchaser, other than the Participants and no more than 10
         other sophisticated financial institutions in a private placement. The
         Lessee has not authorized or employed any Person to act as agent,
         broker, finder, financial advisor or otherwise in connection with the
         offering of interests in the Notes or the Trust (including the
         Certificates) other than the Arranger and the Agent and their
         respective Affiliates.

               (16) NO DEFAULTS. No Lease Default or Lease Event of Default has
         occurred and is continuing.

               (17) FEES. Neither the Lessee nor any Person authorized or
         employed by the Lessee as agent or otherwise has taken any action the
         effect of which would be to cause the Certificate Holders, the Trust,
         or the Trustee to be liable for any brokers', finders', agents', or
         advisors' fees or commissions or costs of any nature or kind claimed by
         or on behalf of brokers, finders, agents or advisors in respect of the
         transactions contemplated by the Operative Documents except to the
         extent that the amount of any such fees is (i) to be funded by Advances
         in accordance with the Construction Budget or (ii) represents closing
         costs for the exercise of the Sale Option payable pursuant to Section
         5(d)(iv) first hereof.

               (18) [RESERVED]

               (19) GENERAL PARTNER OFFICE. The principal place of business and
         office of the general partner (as such term is used in Article 9 of the
         Uniform Commercial Code) of Lessee is located at 12404 Park Central
         Drive, Dallas, Dallas County, Texas 75251.

               (20) USE OF LOANS AND PROCEEDS. No part of any Advance will be
         used directly or indirectly for the purpose of purchasing or carrying,
         or for payment in full or in part of indebtedness that was incurred for
         the purposes of purchasing or carrying, any margin stock as such term
         is defined in Regulation U of the F.R.S. Board.

               (21) REGULATIONS T, U AND X. No proceeds of any of the Advances
         will be used for a purpose which violates, or would be inconsistent
         with, F.R.S.



                                       32
                                                         Participation Agreement
<PAGE>   38

         Board Regulation T, U or X. Terms for which meanings are provided in
         F.R.S. Board Regulation T, U or X or any regulations substituted
         therefor, as from time to time in effect, are used in clauses (20) and
         (21) with such meanings.

               (22) SPECIAL PURPOSE ENTITY. The Lessee is a Texas limited
         partnership of which PSC GP Corporation, a Delaware corporation, is the
         sole general partner, and PSC LLP Corporation, a Delaware corporation,
         is the sole limited partner. The Lessee shall conduct its business
         solely in its own name through its General Partner or its duly
         authorized agents so as not to mislead others as to the identity of the
         entity with which such persons are concerned, and shall use its best
         efforts to avoid the appearance that it is conducting business on
         behalf of any Affiliate thereof or that the assets of the Lessee are
         available to pay the creditors of Parent Guarantor or any Affiliate
         thereof. PSC GP Corporation and PSC LLP Corporation are wholly-owned
         Subsidiaries of Parent Guarantor.

The Lessee shall maintain partnership records and books of account separate from
those of Parent Guarantor and any Affiliate thereof.

               i. The Lessee shall obtain proper authorization for all
               partnership action requiring such authorization pursuant to
               Applicable Law.

               ii. The Lessee shall pay its own operating expenses and
               liabilities from its own funds.

               iii. The annual financial statements of Parent Guarantor shall
               disclose the effects of the transactions contemplated hereby in
               accordance with GAAP.

               iv. The resolutions, agreements and other instruments of the
               Lessee underlying the transactions described in the Operative
               Documents shall be continuously maintained by the Lessee as
               official records of the Lessee.

               v. The Lessee shall maintain an arm's-length relationship with
               Parent Guarantor and its Affiliates, and shall not hold itself
               out as being liable for the debts of Parent Guarantor or any of
               its Affiliates.

               vi. The Lessee shall keep its assets and liabilities separate
               from those of all other entities.

               vii. The books and records of the Lessee shall be maintained at
               the address designated herein for receipt of notices, unless the
               Lessee shall otherwise advise the parties hereto in writing.

               viii. The Lessee shall not maintain bank accounts or other
               depository accounts to which any Affiliate is (other than the
               Lessee's general partner) an account party, into which any
               Affiliate makes deposits or from which



                                       33
                                                         Participation Agreement
<PAGE>   39

               any Affiliate (other than the Parent Guarantor) has the power to
               make withdrawals, except as otherwise permitted by the Operative
               Documents.

               ix. The Lessee shall insure that any consolidated financial
               statements of Parent Guarantor has notes to the effect that the
               Lessee is a separate entity whose creditors have a claim on its
               assets prior to those assets becoming available to its equity
               holders.

               x. The Lessee shall not amend, supplement or otherwise modify its
               partnership agreement except in accordance herewith.

               xi. The Lessee shall not create, incur, assume or suffer to exist
               any Debt other than its obligations under the Operative
               Documents. The Lessee shall not assume guarantee, endorse or
               otherwise be or become directly or contingently liable for the
               obligations of any Person by, among other things, agreeing to
               purchase any obligation of another Person, agreeing to advance
               funds to such Person or causing or assisting such Person to
               maintain any amount of capital.

         (b) SITE ACQUISITION DATE REPRESENTATIONS AND WARRANTIES. As of each
Site Acquisition Date, the Lessee hereby represents and warrants to each of the
other parties hereto that:

               (1) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of the Lessee in the Operative Documents and in Section
         8(I)(a) hereof are true and accurate on and as of such Site Acquisition
         Date, as though made on and as of such Site Acquisition Date (or, if
         stated to relate to an earlier date, shall have been true and accurate
         as of such earlier date). No Event of Default has occurred and is
         continuing and no Default of which the Lessee has knowledge has
         occurred and is continuing, in each instance, under the Master Lease or
         the Construction Agency Agreement or, to the knowledge of the Lessee,
         any other Operative Document (which in the case of a Loan Agreement
         Event of Default or a Default that could mature into a Loan Agreement
         Event of Default shall have resulted from any action or failure to act
         of the Lessee or Parent Guarantor). No Default or Event of Default
         under the Master Lease or the Construction Agency Agreement or, to the
         knowledge of the Lessee, any other Operative Document, will occur as a
         result of, or after giving effect to, the acquisition of the Land
         Interest on such date.

               (2) FOREIGN QUALIFICATION. The Lessee has duly qualified and is
         authorized to do business and is in good standing as a foreign limited
         partnership in the state in which the applicable Land Interest is
         located.

               (3) DUE AUTHORIZATION; ENFORCEABILITY. Each of the Operative
         Documents to which it is or will become a party with respect to such
         Site Acquisition Date has been or will be, when executed and delivered,
         duly



                                       34
                                                         Participation Agreement
<PAGE>   40

         authorized by all appropriate partnership action, and has been or will
         be duly executed and delivered by the Lessee and, assuming due
         authorization, execution and delivery by the other parties thereto,
         constitutes or will constitute upon the due execution thereof the
         Lessee's legal, valid and binding obligation, enforceable against it in
         accordance with its terms, except as enforceability thereof may be
         limited by (i) bankruptcy, insolvency, reorganization, moratorium or
         other similar laws affecting enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

               (4) NO VIOLATION. The execution and delivery by the Lessee of
         each of the Operative Documents to which it is or will become a party
         with respect to such Site Acquisition Date are not, and the performance
         by the Lessee of its obligations under each will not be, inconsistent
         with its Organic Documents, do not and will not contravene any
         Applicable Law of the United States of America, the State of Illinois,
         the State of Texas or any state in which a Site is located applicable
         to the Lessee or the Sites or the transactions contemplated by the
         Operative Documents, and do not and will not contravene any provision
         of, or constitute a default under, any indenture, mortgage or other
         contract or other instrument to which the Lessee is a party or by which
         it or its property is bound or require the consent or approval of, the
         giving of notice to, the registration with or the taking of any action
         in respect of or by, any Governmental Authority or other Person, except
         such as have been obtained, given or accomplished.

               (5) GOVERNMENTAL ACTIONS. The Lessee has made or will make all
         filings, recordings and registrations required by any Governmental
         Authority in connection with, and has obtained or will obtain, all
         Governmental Actions necessary or appropriate for the construction and
         commercial operation and use of the applicable Site and the performance
         by the Lessee of the transactions contemplated hereby and by the other
         Operative Documents which are then or theretofore required by
         Applicable Law; the Lessee will make all filings, recordings and
         registrations required by any Governmental Authority in connection
         with, and will obtain, all material Governmental Actions necessary or
         appropriate for the construction and commercial operation and use of
         the applicable Site and the performance by the Lessee of the
         transactions contemplated hereby and by the other Operative Documents
         not later than the dates required by Applicable Law.

               (6) NO LITIGATION. There are no pending or, to the best knowledge
         of the Lessee, threatened actions or proceedings by or before any court
         or administrative agency or other Governmental Authority to which the
         Lessee is or may become a party or the applicable Site is or may become
         subject which (i) involves any of the transactions contemplated
         hereunder or by any of the Operative Documents or (ii) if determined
         adversely to it, would reasonably be likely to materially adversely



                                       35
                                                         Participation Agreement
<PAGE>   41

         affect the Lessee's ability to perform its obligations under each of
         the Operative Documents to which the Lessee is or will become a party.

               (7) PERFORMANCE. Neither the Lessee nor the applicable Site is in
         violation of any Applicable Law the violation of which is reasonably
         likely materially and adversely to affect such Site or the transactions
         contemplated by this Participation Agreement and the other Operative
         Documents or which would materially adversely affect Lessee's ability
         to perform its obligations under each of the Operative Documents.

               (8) NO ADVERSE CONTRACTS OR APPLICABLE LAW. The Lessee is not a
         party to, or bound by, any contract or agreement or instrument, or
         subject to any charter or other corporate restriction or any Applicable
         Laws which materially and adversely affects the applicable Site or the
         transactions contemplated by this Participation Agreement or the
         Operative Documents or which would materially adversely affect its
         ability to perform its obligations under each of the Operative
         Documents.

               (9) PATENTS AND TRADEMARKS. The Lessee owns or possesses or has
         the right to use all the patents, patent rights, trademarks, service
         marks, trade names, copyrights, licenses and similar rights necessary
         for the use and operation of the applicable Site under the Operative
         Documents, without any conflict known to it with the actual or asserted
         rights of others which materially and adversely affect the Lessee's
         ability to perform its obligations under the Operative Documents to
         which it is or will become a party. It is understood and agreed by the
         parties hereto that no interest in any trademark, trade name, copyright
         or service mark of the Lessee or an Affiliate thereof is being conveyed
         or transferred to the Trust or any other Person pursuant to any
         Operative Document.

               (10) OWNERSHIP STRUCTURE. The ownership structure of the Lessee
         has not changed since the Documentation Date.

         (c) FUNDING DATE REPRESENTATIONS AND WARRANTIES. As of each Funding
Date and each applicable Site Acquisition Date, on which an Advance is made and
with respect to each Site, the Lessee represents and warrants that:

               (1) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of the Lessee in the Operative Documents and in Section
         8(I)(a) and Section 8(I)(b) hereof are true and accurate on and as of
         such Funding Date, as though made on and as of such Funding Date (or,
         if stated to relate to an earlier date, shall have been true and
         accurate as of such earlier date). No Event of Default has occurred and
         is continuing and no Default of which the Lessee has knowledge has
         occurred and is continuing, in each instance under the Master Lease or
         the Construction Agency Agreement or, to the knowledge of the Lessee,
         any other Operative Document (which in the case of a Loan Agreement
         Event of



                                       36
                                                         Participation Agreement
<PAGE>   42

         Default or a Default that could mature into a Loan Agreement Event of
         Default shall have resulted from any action or failure to act of the
         Lessee or Parent Guarantor). No Default or Event of Default under the
         Master Lease or the Construction Agency Agreement or, to the knowledge
         of the Lessee, any other Operative Document, will occur as a result of,
         or after giving effect to, the Advance requested by the Funding Request
         on such date.

               (2) ENFORCEABILITY. The related Lease Supplement has been duly
         executed and delivered by the Lessee, and, assuming due authorization,
         execution and delivery thereof by the Lessor, constitutes the Lessee's
         legal, valid and binding obligation, enforceable against Lessee in
         accordance with its terms, except as enforceability thereof may be
         limited by (i) bankruptcy, insolvency, reorganization, moratorium or
         other similar laws affecting enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

               (3) NO SUPPORT AGREEMENTS. The ownership and use of such Site by
         the Trust, the Trustee or the Certificate Holders does not require the
         execution by, or assignment to, any such party of any easement,
         utility, maintenance or other support agreements.

               (4) APPLICABLE LAWS. Such Site and the commercial operation
         thereof for its intended purposes and use thereof are and will be in
         compliance with all Applicable Laws, including, without limitation,
         zoning, planning, building, occupational safety and health laws and
         Environmental Laws of any Governmental Authority having jurisdiction
         over such Site, the Trust, the Trustee, the Lessor or the Lessee and
         all Permitted Exceptions affecting such Site, other than such
         non-compliance that would not, individually or in the aggregate, (i)
         have a Material Adverse Effect, or (ii) impose any material penalty on,
         or result in the imposition of any criminal liability on, any
         Indemnified Person. All requirements for the use, occupancy and
         operation of such Site which are then or theretofore required by
         Applicable Law or applicable Permitted Exceptions have been satisfied
         in all material respects.

               (5) NO TAXES. No sales, use, transfer, documentation, real estate
         or similar taxes, fees or other charges are payable on the Site
         Acquisition Date or the Funding Date for each Site under the laws of
         any State or any governmental subdivision thereof in which a Site is
         located in connection with (A) the entering into, or performance under,
         or enforcement of any Operative Document with respect thereto or (B)
         the lease to the Lessee of the Sites, except such taxes, fees and other
         charges as have been paid or will be paid by the Lessee when due or are
         included in Property Cost or Transaction Expenses.

               (6) NO EVENTS OF LOSS. Except as disclosed in writing to the
         Certificate Holders in accordance with the Operative Documents, no
         Event of Loss with



                                       37
                                                         Participation Agreement
<PAGE>   43

         respect to such Site has occurred and, to the knowledge of Lessee, no
         event or condition has occurred which would, with the passage of time
         or the giving of notice, or both, constitute an Event of Loss with
         respect to such Site.

               (7) ADVANCE. The amount of the Advance requested represents
         amounts owed by the Lessee or Construction Agent in respect of Land
         Acquisition Costs, Property Improvement Costs or Transaction Expenses,
         as the case may be, incurred prior to the date of such Advance and for
         which the Lessee has not previously been reimbursed by an Advance or
         represent amounts with respect to Nonuse Fees. The conditions precedent
         to such Advance and the related Equity Amount and Loans set forth in
         Section 9 have been satisfied or waived by the Participants.

               (8) SITES. The Sites each have vehicular and pedestrian access to
         and from open, publicly dedicated streets. The Sites each have
         available through publicly available right-of-ways or valid easements
         from third parties all services of public utilities necessary for use
         and operation of the Site for its current use. The Site complies in all
         material respects with all applicable zoning ordinances, building
         codes, regulations and restrictive covenants affecting the Site and all
         requirements thereof necessary for the use, occupancy and operation of
         the Site have been satisfied in all material respects. The Sites are
         free from material physical defects. No fire or other casualty has
         occurred which has had a Material Adverse Effect on the Site and with
         respect to which the Site has not been repaired or restored.

               (9) SITES COMPLETE, DESCRIPTION OF AND TITLE TO SITES. On the
         Site Acquisition Date for each Site, all material approvals of any
         Governmental Authority necessary for the commercial operation of such
         Site will have been received and be in full force and effect. On each
         Site Acquisition Date, after giving effect to the transactions
         contemplated hereby, the Trust will have good and marketable title to
         and ownership of each Site related to such Site Acquisition Date,
         subject to no Title Defects, free and clear of all Liens, except
         Permitted Liens. As of the date of execution of the Lease Supplement
         with respect to such Site, the description set forth in each Lease
         Supplement will be a true, complete and accurate description of the
         parcel or parcels of real property leased thereunder; and each Site
         shall be located wholly within the boundaries of its respective Land
         Interest, without any encroachments onto or therefrom.

               (10) COMPLIANCE WITH ENVIRONMENTAL PROTECTION REQUIREMENTS. On
         the Site Acquisition Date for each Site (except as disclosed in the
         Environmental Audits delivered by Lessee to the Certificate Holders,
         Lessor and the Lenders for each Site and, with respect to the Texas
         Property, subject to the Purchase Agreement and the Arco Lease) and
         during the Lease Term, each and every Site is in compliance in all
         material respects with all Environmental Laws which are applicable to
         the Sites including, without limitation, Environmental



                                       38
                                                         Participation Agreement
<PAGE>   44

         Laws pertaining to design and performance standards and quality
         criteria for air, water and reclamation, and the use, storage, disposal
         and transportation of Hazardous Substances. Lessee shall cause asbestos
         to be abated as required by Environmental Laws and good business
         practice in connection with its Construction of the Improvements for
         each Identified Project included in that Site.

               (11) INFORMATION PROVIDED TO APPRAISER. With respect to each
         Site, all information and materials which have been provided by the
         Lessee to the Appraiser of such Site in connection with the Appraisal
         of such Site are true and accurate in all material respects on the date
         as of which such information and materials are dated or certified and
         are not incomplete by omitting to state any fact necessary to make such
         information (taken as a whole) not misleading at such time in light of
         the circumstances under which such information was provided.

               (12) ENVIRONMENTAL LAWS. Except as described in the Environmental
         Audit with respect to each Site delivered by the Lessee to the
         Certificate Holders, the Lessor and the Lenders, to the best of the
         Lessee's knowledge:

                         (i) there are no pending or threatened claims,
               complaints, notices or requests for information relating to the
               Sites received by the Lessee with respect to any alleged
               violation of any Environmental Law, which may reasonably be
               expected to have a Material Adverse Effect on the financial
               condition, operations, assets, business or properties of the
               Lessee or which may reasonably be expected to have a Material
               Adverse Effect on the Site, and

                         (ii) there are no pending or threatened complaints,
               notices or inquiries to the Lessee relating to the Site regarding
               potential liability of the Lessee under any Environmental Law,
               which may reasonably be expected to have a Material Adverse
               Effect on the financial condition, operations, assets, business
               or properties of the Lessee.

               (13) PROPERTY. The contemplated use of the Sites by the Lessee
         and its agents, assignees, employees, lessees, licensees and tenants
         will comply in all material respects with all Requirements of Law
         (including, without limitation, all zoning and land use laws and
         Environmental Laws) and Insurance Requirements.

               (14) PLANS AND SPECIFICATIONS. Upon Completion of the
         Construction of an Identified Project with respect to a Site, all
         water, sewer, electric, gas, telephone and drainage facilities, all
         other utilities required to adequately service the Improvements part of
         that Identified Project for its intended use and means of access
         between such Improvements and public highways for pedestrians and motor
         vehicles will be available pursuant to adequate permits (including any
         that may be required under applicable Environmental Laws). There is no
         action, suit or proceeding (including any proceeding in condemnation or
         eminent domain or



                                       39
                                                         Participation Agreement
<PAGE>   45

         under any Environmental Law) pending or, to the best knowledge of the
         Lessee, threatened against the Lessee, its respective Affiliates or the
         Site which adversely affects the title to, or materially and adversely
         affects the use, operation or value of, the Site. All utilities serving
         the Site, or proposed to serve the Site in accordance with the Plans
         and Specifications, are or will be located in either public
         rights-of-way abutting the Property or Appurtenant Rights, and
         pedestrian and vehicular access to the Improvements on the Site is or
         will be provided by public rights-of-way abutting the Site, Appurtenant
         Rights or roadways contained entirely on the Site that can be accessed
         by such rights-of-way or Appurtenant Rights. With respect to the Site,
         all material licenses, approvals, authorizations, consents, permits
         (including, without limitation, building, demolition and environmental
         permits, licenses, approvals, authorizations and consents), easements
         and rights-of-way, including dedication, required for (x) the use,
         treatment, storage, transport, disposal or disposition of any Hazardous
         Substance on, at, under or from the Property during the construction of
         the applicable Improvements thereon, and (y) construction of such
         Improvements in accordance with the related Plans and Specifications
         and the Construction Agency Agreement have either been obtained from
         the appropriate Governmental Authorities having jurisdiction or from
         private parties, as the case may be, or will be obtained from the
         appropriate Governmental Authorities having jurisdiction or from
         private parties, as the case may be, prior to the time required by such
         Governmental Authority or private party.

               (15) TITLE; GROUND LESSOR. The Deed for any Land Interest, other
         than any Non- Acquired Land Interest, will be in form and substance
         sufficient to convey title to such Land Interest in fee simple. For any
         Non-Acquired Land Interest, the Ground Lessor is not an Affiliate of
         the Lessee.

               (16) INSURANCE. The Lessee has obtained insurance coverage
         covering each Site which meets the requirements of Section 12 of the
         Master Lease, and such coverage is in full force and effect. The Lessee
         carries insurance with reputable insurers in respect of the Sites and
         its Material Assets, in such manner, in such amounts and against such
         risks as is customarily maintained by the Lessee or its Affiliates that
         own or operate similar properties.

               (17) FLOOD HAZARD AREAS. Except as otherwise identified on the
         survey delivered pursuant to Section 9(c)(15), no portion of any of the
         Sites is located in an area identified as a special flood hazard area
         by the Federal Emergency Management Agency or other applicable agency.
         If any of the Sites is located in an area identified as a special flood
         hazard area by the Federal Emergency Management Agency or other
         applicable agency, then flood insurance has been obtained for such Site
         in accordance with the National Flood Insurance Act of 1968, as amended
         (in which event, the provisions of Section 12 of the Master Lease shall
         be applicable to such flood insurance).



                                       40
                                                         Participation Agreement
<PAGE>   46

               (18) LEASE SUPPLEMENT. With respect to a Site, upon the execution
         and delivery of the Lease Supplement, the Lessee will have
         unconditionally accepted such Site (provided, however, that nothing
         contained herein shall be deemed a waiver by the Lessee of any right of
         action against Persons other than the Lessor and the Participants with
         respect to title to and condition of the Site on the applicable Site
         Acquisition Date), and no right of offset will exist with respect to
         any Rent or other sums payable under the Master Lease.

               (19) OWNERSHIP STRUCTURE. The ownership structure of the Lessee
         has not changed since the Documentation Date.

         (d) COVENANTS OF LESSEE. The Lessee hereby agrees that:

               (1) INFORMATION. During the Lease Term, the Lessee shall furnish
         to the Agent and the Trustee (i) immediately upon a Responsible
         Employee of the Lessee becoming aware of the existence of a Lease
         Default, or Lease Event of Default, written notice specifying the
         nature of such Lease Default or Lease Event of Default and what action
         the Lessee is taking or proposes to take with respect thereto; and (ii)
         a certificate substantially in the form of Exhibit K-1 attached hereto
         from the Lessee's general partner showing a calculation of the
         financial covenants set forth in Section 8(I)(d)(8).

         The Lessee may remit any other items required to be delivered pursuant
to this Section 8(I)(d) in electronic format through delivery by e-mail or
otherwise, provided a hard copy of same is also delivered within five (5)
Business Days.

               (2) PROPERTY COSTS. The Lessee, as Construction Agent, will
         maintain a record of the Land Acquisition Cost and Site Improvement
         Costs for each Site, and shall certify the same to the Lessor, the
         Agent and the Participants from time to time upon request.

               (3) REAL ESTATE TRANSFER TAX. The Lessee shall comply with and
         pay or cause to be paid (within the time provided therefor) applicable
         Taxes imposed by the laws of any state in which any Site is located
         upon the transactions contemplated by the Master Lease and the other
         Operative Documents. Lessee shall provide to the Certificate Holders
         evidence of such payment within such period.

               (4) OFFICER'S CERTIFICATE. During the Lease Term with respect to
         each Site, within one hundred twenty (120) days after the close of each
         Fiscal Year of the Lessee, the Lessee shall deliver to Lessor and the
         Agent a certificate in the form of Exhibit C hereto of a Responsible
         Employee of the Lessee stating that such Responsible Employee has
         reviewed the required insurance coverages, the relevant terms of the
         Master Lease and the other Operative Documents and has made, or caused
         to be made, under such Responsible Employee's supervision, a



                                       41
                                                         Participation Agreement
<PAGE>   47

         review of the transactions and conditions of the Lessee from the
         beginning of the last fiscal year to the date of the certificate and
         that such review has not disclosed the existence during such period of
         any condition or event which constitutes a Lease Default or Lease Event
         of Default or, if any such condition exists, specifying the nature and
         period of existence and what action the Lessee has taken or proposes to
         take with respect thereto.

               (5) DEFENSE OF TITLE. The Lessee will, at all times, at its own
         cost and expense, warrant and defend the title of the Trust to the
         Sites.

               (6) TITLE DEFECT. The Lessee will not, directly, or indirectly,
         create, incur, assume or suffer to exist any Title Defect.

               (7) NON-DISCRIMINATION. The Lessee will operate and otherwise
         deal with the Sites using the Lessee's same general business practices
         as are applicable generally to its owned and leased properties which
         are similar to such Sites.

               (8) SPECIAL PURPOSE ENTITY. Lessee will comply with the covenants
         set forth in Section 8(I)(a)(22).

               (9) OWNERSHIP. Lessee will not cause or permit any transfer of
         any interest in Lessee directly or indirectly.

               (10) ERISA. The Lessee will not, in the future, cause directly or
         indirectly any employee benefit plan (other than a governmental plan)
         with respect to which the Lessee or one of its Affiliates is a party in
         interest, all within the meaning of ERISA, to become a party to any of
         the Operative Documents or to have any interest in any of the
         transactions contemplated thereby, directly or indirectly. As used in
         this Section, the terms "EMPLOYEE BENEFIT PLAN" and "PARTY IN INTEREST"
         shall have the meanings assigned to them in ERISA.

               (11) NO ISSUANCE. The Lessee agrees that neither the Lessee nor
         anyone acting on its behalf will offer any interests in the Trust
         (including the trust certificates) or any part thereof or any
         securities similar thereto for issue or sale to, or solicit any offer
         to acquire any of the same from, anyone so as to make the provisions of
         Section 5 of the Securities Act or any similar provisions under any
         applicable state "blue sky" or similar state securities laws applicable
         to the issuance and sale of the interests in the Trust (including the
         trust certificates).

               (12) GROUND LEASES; PERMITTED EXCEPTIONS. The Lessee agrees to
         duly and timely perform all obligations under the Permitted Exceptions
         and all obligations of the ground lessee under each Ground Lease under
         which Lessee becomes a ground sub-lessee (including, without
         limitation, the payment of all ground rent due thereunder from time to
         time) and to comply with all provisions of such Permitted Exceptions
         and Ground Leases; provided, however, that if the



                                       42
                                                         Participation Agreement
<PAGE>   48

         Lessee duly exercises the Sale Option with respect to any Site and duly
         consummates the sale of such Site, the foregoing covenant shall not be
         applicable to any obligation first accrued after the consummation of
         such sale.

               (13) LESSEE'S COVENANT TO NOTIFY OF RELOCATION. Lessee covenants
         and agrees to give the Trustee and the Lessor and Agent at least 30
         days' prior written notice of any relocation of its general partner
         office, principal place of business or the place where its records
         concerning the Sites is located.

               (14) PARTNERSHIP STATUS. Lessee covenants and agrees that it will
         at all times maintain its partnership existence and all material
         qualifications in good standing, and at all times comply in all
         respects with any Applicable Law, rule, regulation, order or decree
         applicable to Lessee or its operations or properties if the failure to
         comply therewith, in each case or in the aggregate, would have a
         Material Adverse Effect upon Lessee.

               (15) COMPLETION AND OPERATION. Lessee covenants and agrees that
         each Site shall be operated for the use intended by the Lessee upon the
         Lessor's acquisition of such Site or such other use or uses to which
         the Lessor and the Required Participants may consent from time to time
         and that, subject to the Lessor's and the Participants' performance of
         their respective Advance funding obligations under the Operative
         Documents, all related Improvements shall be completed on or before the
         end of the Construction Period applicable to such Site. Lessee shall
         deliver to the Lessor and the Agent on or before the Outside Completion
         Date applicable to such Site, a certificate of a Responsible Employee
         of the Lessee stating that such Site is operating for the use intended
         by the Lessee upon the Lessor's acquisition of such Site and all
         Construction has been completed on or before such date.

               (16) COMPLIANCE WITH ENVIRONMENTAL PROTECTION REQUIREMENTS;
         ACCESS TO ENVIRONMENTAL AUDITS. During the Lease Term, the Lessee will
         cause each Site to be in compliance in all material respects with all
         Environmental Laws which are applicable to that Site including, without
         limitation, Environmental Laws pertaining to design and performance
         standards and quality criteria for air, water and reclamation, and the
         use, storage, disposal and transportation of Hazardous Substances.
         During the Lease Term, the Lessee shall furnish to the Agent and the
         Lessor, upon reasonable request, the Environmental Audits related to
         the Sites and, to the extent not so furnished or if the requesting
         party shall determine (in its reasonable judgment) that any additional
         Environmental Audit shall be necessary to ascertain the status of the
         Site under any applicable Environmental Law, the Lessee (at its cost)
         shall obtain from environmental consultants acceptable to the
         requesting party and furnish such additional Environmental Audits
         (including Phase Two Environmental Audit) as any of the Agent, the
         Participants and the Trustee shall request, which Environmental Audits



                                       43
                                                         Participation Agreement
<PAGE>   49

         shall be in form and substance acceptable to the party or parties
         requesting any such Environmental Audit.

         II. (a) GENERAL REPRESENTATIONS AND WARRANTIES. The Parent Guarantor
hereby represents and warrants to each of the other parties hereto that:

               (1) DUE ORGANIZATION. The Parent Guarantor (i) is a corporation
         duly organized and validly existing in good standing under the laws of
         the State of Delaware, (ii) has all requisite corporate power and
         authority to own, hold under lease and operate its properties and to
         carry on its business as now conducted and as presently proposed to be
         conducted and to enter into, and perform its obligations under, each of
         the Operative Documents to which it is or will become a party, and
         (iii) has duly qualified and is authorized to do business and is in
         good standing as a foreign corporation in each state where a failure to
         so qualify would have a Material Adverse Effect.

               (2) DUE AUTHORIZATION; ENFORCEABILITY. Each of the Operative
         Documents to which it is or will become a party has been or will be,
         when executed and delivered, duly authorized by all appropriate
         corporate action, and has been or will be duly executed and delivered
         by the Parent Guarantor and, assuming due authorization, execution and
         delivery by the other parties thereto, constitutes or will constitute
         upon the due execution thereof the Parent Guarantor's legal, valid and
         binding obligation, enforceable against it in accordance with its
         terms, except as enforceability thereof may be limited by (i)
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting enforcement of creditors' rights generally and (ii)
         general principles of equity (regardless of whether such enforceability
         is considered in a proceeding in equity or at law).

               (3) NO VIOLATION. The execution and delivery by the Parent
         Guarantor of each of the Operative Documents to which it is or will
         become a party are not, and the performance by the Parent Guarantor of
         its obligations under each will not be, inconsistent with its Organic
         Documents, do not and will not contravene any Applicable Law of the
         United States of America, the State of Illinois, the State of Delaware
         or any state in which a Site is located applicable to the Parent
         Guarantor or the transactions contemplated by the Operative Documents,
         and do not and will not contravene any provision of, or constitute a
         default under, any indenture, mortgage or other material contract or
         other instrument to which the Parent Guarantor is a party or by which
         it or its property is bound or require the consent or approval of, the
         giving of notice to, the registration with or the taking of any action
         in respect of or by, any Governmental Authority or other Person, except
         such as have been obtained, given or accomplished.

               (4) GOVERNMENTAL ACTIONS. The Parent Guarantor has made or will
         make all filings, recordings and registrations required by any
         Governmental Authority



                                       44
                                                         Participation Agreement
<PAGE>   50

         in connection with, and has obtained or will obtain, all Governmental
         Actions necessary or appropriate for the performance by the Parent
         Guarantor of its obligations under the Operative Documents to which it
         is or will become a party which are then or theretofore required by
         Applicable Law; the Parent Guarantor will make all filings, recordings
         and registrations required by any Governmental Authority in connection
         with, and will obtain, all material Governmental Actions necessary or
         appropriate for the performance by the Parent Guarantor of the
         transactions contemplated hereby and by the other Operative Documents
         not later than the dates required by Applicable Law.

               (5) NO LITIGATION. There are no pending or, to the best knowledge
         of the Parent Guarantor, threatened actions or proceedings by or before
         any court or administrative agency or other Governmental Authority to
         which the Parent Guarantor is or may become a party which (i) involves
         any of the transactions contemplated hereunder or by any of the
         Operative Documents or (ii) if determined adversely to it, would
         reasonably be likely to materially adversely affect the Parent
         Guarantor's ability to perform its obligations under each of the
         Operative Documents to which the Parent Guarantor is or will become a
         party.

               (6) PERFORMANCE. The Parent Guarantor is not in violation of any
         Applicable Law the violation of which is reasonably likely materially
         and adversely to affect the transactions contemplated by this
         Participation Agreement and the other Operative Documents or which
         would materially adversely affect Parent Guarantor's ability to perform
         its obligations under each of the Operative Documents.

               (7) NO ADVERSE CONTRACTS OR APPLICABLE LAW. The Parent Guarantor
         is not a party to, or bound by, any contract or agreement or
         instrument, or subject to any charter or other corporate restriction or
         any Applicable Law which materially and adversely affects the
         transactions contemplated by this Participation Agreement or the
         Operative Documents or which would materially adversely affect its
         ability to perform its obligations under each of the Operative
         Documents.

               (8) TAXES. All tax returns required to be filed by the Parent
         Guarantor in any jurisdiction have been filed where the failure to so
         file would have a Material Adverse Effect, and all Taxes upon the
         Parent Guarantor, or upon any of its properties, income or franchises,
         which are shown on such returns to be due and payable have been paid,
         other than Taxes (i) which are being contested in good faith by
         appropriate proceedings which have the effect of staying the
         enforcement of the lien for such Taxes and the sale, forfeiture or
         other loss of any applicable Site during the pendency of such contest,
         (ii) for which none of the Lessor, the Trustee, the Agent and the
         Participants shall be subject to any risk of criminal liability or
         material civil liability by virtue of the matters being contested or
         such proceedings, and (iii) for which the Parent Guarantor, in
         accordance with prudent



                                       45
                                                         Participation Agreement
<PAGE>   51

         practice, has established adequate reserves for the payment thereof and
         has provided evidence reasonably acceptable to the Agent, the Lessor
         and the Participants of such reserves. No material controversy in
         respect of additional income taxes due is pending or, to the knowledge
         of the Parent Guarantor threatened, which controversy if determined
         adversely would materially and adversely affect the financial condition
         of the Parent Guarantor.

               (9) INVESTMENT COMPANY ACT. The Parent Guarantor is not an
         "investment company" or a company "controlled" by an "investment
         company", within the meaning of the Investment Company Act of 1940, as
         amended.

               (10) DISCLOSURE. Neither the financial statements referred to in
         Section 8(II)(a)(16) nor any written statement furnished by or on
         behalf of Parent Guarantor in connection with the negotiation of the
         Master Lease or any other Operative Document contains any untrue
         statement of a material fact or omits a material fact necessary to make
         the statements contained therein or herein, in light of the
         circumstances in which they were made, not misleading. There is no fact
         known to Parent Guarantor that has not been disclosed in writing to the
         other parties hereto that materially and adversely affects the ability
         of Parent Guarantor to perform its obligations under the Operative
         Documents.

               (11) HOLDING COMPANY. Parent Guarantor is not subject to
         regulation as a "holding company", an "affiliate" of a "holding
         company" or a "subsidiary company" of a "holding company", within the
         meaning of the Public Utility Holding Company Act of 1935, as amended.

               (12) ERISA. The execution and delivery by the Parent Guarantor of
         the Operative Documents to which it is or will become a party, will not
         involve any prohibited transaction within the meaning of ERISA or
         Section 4975 of the Code. The representation by the Parent Guarantor in
         this paragraph is made in reliance upon and subject to the accuracy of
         the representations of the Participants in Section 6(a)(vi) hereof as
         to the source of funds for the Participant's Loans or Equity Amounts,
         as applicable.

               (13) REGULATORY JURISDICTION. None of the Participants or Trustee
         or Wilmington Trust Company will become, (i) solely by reason of
         entering into this Participation Agreement or the other Operative
         Documents or (except with respect to the exercise by any Person of any
         control over a Site upon the occurrence of a Lease Event of Default or
         the expiration or other termination of the Master Lease) the
         consummation of any of the transactions contemplated hereby or thereby,
         subject to regulation by any Governmental Authority which regulates or
         otherwise has jurisdiction over any Site; or (ii) except for regulation
         the applicability of which depends on the existence of facts in
         addition to the ownership of the Sites upon the exercise of remedies
         under the Master Lease or



                                       46
                                                         Participation Agreement
<PAGE>   52

         upon the expiration of the Master Lease, subject to ongoing regulation
         of its operations by any Governmental Authority.

               (14) PRIVATE OFFERING. Neither the Parent Guarantor nor any
         Person authorized to act on Parent Guarantor's behalf has offered,
         either directly or indirectly, the Notes or any interest in the Trust
         (including the Certificates) for sale to, or solicited offers to buy
         any thereof from or otherwise approached or negotiated with respect
         thereto with any prospective purchaser, other than the Participants and
         no more than 10 other sophisticated financial institutions in a private
         placement. The Parent Guarantor has not authorized or employed any
         Person to act as agent, broker, finder, financial advisor or otherwise
         in connection with the offering of interests in the Notes or the Trust
         (including the Certificates) other than the Arranger and the Agent and
         their respective Affiliates.

               (15) FEES. Neither the Parent Guarantor nor any Person authorized
         or employed by the Parent Guarantor as agent or otherwise has taken any
         action the effect of which would be to cause the Certificate Holders,
         the Trust, or the Trustee to be liable for any brokers', finders',
         agents', or advisors' fees or commissions or costs of any nature or
         kind claimed by or on behalf of brokers, finders, agents or advisors in
         respect of the transactions contemplated by the Operative Documents
         except to the extent that the amount of any such fees is to be funded
         by Advances in accordance with the Construction Budget.

               (16) FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE. The
         audited consolidated financial statements of the Parent Guarantor and
         its Consolidated Subsidiaries, contained in the Parent Guarantor's
         Annual Report on Form 10-K for the year ended December 31, 1999 as
         filed with the SEC on March 3, 2000 as certified by
         PricewaterhouseCoopers LLP, independent certified public accountants,
         and the unaudited financial statements of the Parent Guarantor and its
         subsidiaries as of March 31, 2000 and for the three months then ended
         contained in the Parent Guarantor's Quarterly Report on Form 10-Q for
         the quarter ended March 31, 2000, as amended by the Quarterly Report on
         Form 10-Q/A filed on May 15, 2000, as filed with the SEC on May 15,
         2000 (collectively, such audited and unaudited financial statements are
         called the "FINANCIAL REPORTS") present fairly, in all material
         respects, the financial condition of the Parent Guarantor and its
         Consolidated Subsidiaries as of the dates indicated therein and the
         consolidated statements of operations and cashflow or, if applicable,
         changes in stockholders' equity for the periods therein specified.
         Since March 31, 2000, there has been no material adverse change in the
         financial condition of the Parent Guarantor.

               (17) CHIEF EXECUTIVE OFFICE. The principal place of business and
         chief executive office (as such term is used in Article 9 of the
         Uniform Commercial Code) of Parent Guarantor is located at 12404 Park
         Central Drive, Dallas, Dallas County, Texas 75251.



                                       47
                                                         Participation Agreement
<PAGE>   53

               (18) USE OF LOANS AND PROCEEDS. No part of any Advance will be
         used directly or indirectly for the purpose of purchasing or carrying,
         or for payment in full or in part of indebtedness that was incurred for
         the purposes of purchasing or carrying, any margin stock as such term
         is defined in Regulation U of the F.R.S. Board.

               (19) REGULATIONS T, U AND X. No proceeds of any of the Advances
         will be used for a purpose which violates, or would be inconsistent
         with, F.R.S. Board Regulation T, U or X. Terms for which meanings are
         provided in F.R.S. Board Regulation T, U or X or any regulations
         substituted therefor, as from time to time in effect, are used in
         clauses (18) and (19) with such meanings.

         (b) SITE ACQUISITION DATE REPRESENTATIONS AND WARRANTIES. As of each
Site Acquisition Date, the Parent Guarantor hereby represents and warrants to
each of the other parties hereto that:

               (1) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of the Parent Guarantor in the Operative Documents and in
         Section 8(II)(a) hereof are true and accurate on and as of such Site
         Acquisition Date, as though made on and as of such Site Acquisition
         Date (or, if stated to relate to an earlier date, shall have been true
         and accurate as of such earlier date). No Event of Default has occurred
         and is continuing and no Default of which the Parent Guarantor has
         knowledge has occurred and is continuing, in each instance, under the
         Master Lease or the Construction Agency Agreement or, to the knowledge
         of the Parent Guarantor, any other Operative Document (which in the
         case of a Loan Agreement Event of Default or a Default that could
         mature into a Loan Agreement Event of Default shall have resulted from
         any action or failure to act of the Parent Guarantor). No Default or
         Event of Default under the Master Lease or the Construction Agency
         Agreement or, to the knowledge of the Parent Guarantor, any other
         Operative Document, will occur as a result of, or after giving effect
         to, the acquisition of the Land Interest on such date.

         (c) FUNDING DATE REPRESENTATIONS AND WARRANTIES. As of each Funding
Date and each applicable Site Acquisition Date, on which an Advance is made and
with respect to each Site, the Parent Guarantor represents and warrants that:

               (1) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of the Parent Guarantor in the Operative Documents and in
         Section 8(II)(a) and Section 8(II)(b) hereof are true and accurate on
         and as of such Funding Date, as though made on and as of such Funding
         Date (or, if stated to relate to an earlier date, shall have been true
         and accurate as of such earlier date). No Event of Default has occurred
         and is continuing and no Default of which the Parent Guarantor has
         knowledge has occurred and is continuing, in each instance under the
         Master Lease or the Construction Agency Agreement or, to the knowledge
         of the Parent Guarantor, any other Operative Document (which in the



                                       48
                                                         Participation Agreement
<PAGE>   54

         case of a Loan Agreement Event of Default that could mature into a Loan
         Agreement Event of Default shall have resulted from any action or
         failure to act of the Parent Guarantor or Parent Guarantor). No Default
         or Event of Default under the Master Lease or the Construction Agency
         Agreement or, to the knowledge of the Parent Guarantor, any other
         Operative Document, will occur as a result of, or after giving effect
         to, the Advance requested by the Funding Request on such date.

               (2) INFORMATION PROVIDED TO APPRAISER. With respect to each Site,
         all information and materials which have been provided by the Parent
         Guarantor to the Appraiser of such Site in connection with the
         Appraisal of such Site are true and accurate in all material respects
         on the date as of which such information and materials are dated or
         certified and are not incomplete by omitting to state any fact
         necessary to make such information (taken as a whole) not misleading at
         the date such information or materials are dated or certified, in light
         of the circumstances under which such information was provided.

               (3) ENVIRONMENTAL LAWS. Except as described in the Environmental
         Audit with respect to each Site delivered by the Parent Guarantor to
         the Certificate Holders, the Lessor and the Lenders, to the best of the
         Parent Guarantor's knowledge:

                         (i) there are no pending or threatened claims,
               complaints, notices or requests for information relating to the
               Sites received by the Parent Guarantor with respect to any
               alleged violation of any Environmental Law with respect to that
               Site, which may reasonably be expected to have a Material Adverse
               Effect on the financial condition, operations, assets, business
               or properties of the Parent Guarantor or which may reasonably be
               expected to have a Material Adverse Effect on the Site, and

                         (ii) there are no pending or threatened complaints,
               notices or inquiries to the Parent Guarantor relating to the Site
               regarding potential liability of the Parent Guarantor under any
               Environmental Law with respect to that Site, which may reasonably
               be expected to have a Material Adverse Effect on the financial
               condition, operations, assets, business or properties of the
               Parent Guarantor.

         (d) AGREEMENTS. The Parent Guarantor hereby agrees that:

               (1) INFORMATION. During the Lease Term, the Parent Guarantor
         shall furnish to the Agent, the Participants and the Trustee:

                         (i) immediately upon a Responsible Employee of the
               Parent Guarantor becoming aware of the existence of a Lease
               Default, or Lease



                                       49
                                                         Participation Agreement
<PAGE>   55

               Event of Default, written notice specifying the nature of such
               Lease Default or Lease Event of Default and what action the
               Parent Guarantor is taking or proposes to take with respect
               thereto;

                         (ii) as soon as they are available but not later than
               120 days after the close of each Fiscal Year of the Parent
               Guarantor, an audited balance sheet and the related statements of
               income and cash flows of the Parent Guarantor and its
               Consolidated Subsidiaries at the end of such Fiscal Year,
               accompanied by an opinion of a firm of independent certified
               public accountants of recognized national standing stating that
               such financial statements present fairly in all material respects
               the financial condition of the companies being reported upon as
               of the date of such balance sheet and the year then ended and
               have been prepared in accordance with GAAP and that the audit by
               such accountants in connection with such financial statements has
               been made in accordance with generally accepted auditing
               standards. The requirement for the delivery of such financial
               statements may be satisfied by the delivery to the Agent of a
               copy of Parent Guarantor's Annual Report on Form 10-K as filed by
               Parent Guarantor with the SEC for the latest Fiscal Year of
               Parent Guarantor for which such financial statements are
               deliverable to Agent. Parent Guarantor may remit any separate
               financial statements and its Annual Reports on Form 10-K to Agent
               in electronic format through delivery by e-mail or otherwise,
               with a hard copy of same also delivered within five (5) Business
               Days.

                         (iii) as soon as they are available but not later than
               45 days after the close of each of the first three quarters of
               each Fiscal Year of the Parent Guarantor, unaudited consolidated
               and consolidating balance sheets and related statements of income
               and cash flows of the Parent Guarantor and its Consolidated
               Subsidiaries, showing the Parent Guarantor's financial condition,
               on a consolidated and consolidating basis, at and as of the end
               of and for such quarter, all certified by one of the Parent
               Guarantor's chief financial officers, principal accounting
               officer, Treasurer or Assistant Treasurer (each a "FINANCIAL
               OFFICER") as fairly presenting its financial condition and
               results of operations on a consolidated and consolidating basis
               and, with respect to the consolidated statements, in accordance
               with GAAP consistently applied, subject to normal year-end audit
               adjustments. The requirement for the delivery of such financial
               statements may be satisfied by the delivery to the Agent of a
               copy of Parent Guarantor's Quarterly Report on Form 10-Q as filed
               by Parent Guarantor with the SEC for the fiscal quarter of Parent
               Guarantor for which such financial statements are deliverable to
               the Agent. Parent Guarantor may remit any separate financial
               statements and its Annual Reports on Form 10-Q to Agent in
               electronic format through delivery by



                                       50
                                                         Participation Agreement
<PAGE>   56

               e-mail or otherwise with a hard copy of same delivered within
               five (5) Business Days.

                         (iv) together with the financial statements delivered
               pursuant to clauses (ii) and (iii) above, a certificate
               substantially in the form of Exhibit K-2 attached hereto from the
               Parent Guarantor's Financial Officer, which shall, in addition,
               show a calculation of the financial covenants set forth in
               Section 9(d)(8); and

                         (v) promptly upon their becoming available, one copy of
               each financial statement, report, or proxy statement sent by the
               Parent Guarantor to its shareholders generally, and of each
               regular or periodic report filed by the Parent Guarantor with any
               securities exchange or with the SEC or any successor agency.

               (2) FINANCIAL COVENANTS. The Parent Guarantor shall not permit
         (a) the ratio of its Consolidated Funded Indebtedness to its
         Consolidated EBITDA to exceed 1.75 to 1.0, or (b) the ratio of its
         Consolidated EBIT to Consolidated Interest Expense to fall below 6.0 to
         1.0, or (c) the ratio of its Consolidated Funded Indebtedness to the
         sum of (i) its Consolidated Funded Indebtedness, plus (ii) its
         consolidated net worth to exceed 45%, or (d) the ratio of its
         consolidated current assets divided by its consolidated current
         liabilities to fall below 1.25 to 1.00.

               (3) CHANGE IN CONTROL. The Parent Guarantor will not permit or
         suffer to occur any Change in Control unless (i) Lessee shall have
         exercised its option to purchase the Property pursuant to Section 6(e)
         of the Master Lease on or before the sixtieth day after the date on
         which the Change in Control occurs or (ii) the Parent Guarantor obtains
         the prior consent of the Lessor to that Change in Control, which
         consent shall not be unreasonably withheld or delayed. The Lessor shall
         act reasonably in determining whether to grant or deny such consent and
         shall respond to a request from the Parent Guarantor for any such
         consent within a reasonable time.

               Subject to limitations of Applicable Law, the Parent Guarantor
         agrees to give the Agent and the Participants notice of the occurrence
         of (i) any event that, with the passage of time and the failure of the
         Lessee to exercise its option under Section 6(e) of the Master Lease,
         would result in a Change in Control or (ii) the acquisition by any
         Person or two or more Persons acting in concert (other than by one or
         more Perot Family Members) of beneficial ownership (within the meaning
         of Rule 13d-3 of the SEC under the Securities Exchange Act of 1934) of
         30% or more of the outstanding shares of voting stock of the Parent
         Guarantor by the later to occur of (i) the fifth Business Day after the
         Company receives notice of such event or (ii) the Business Day
         occurring immediately after the day on which the



                                       51
                                                         Participation Agreement
<PAGE>   57

         Parent Guarantor first may provide such notice of the occurrence
         consistent with Applicable Law.

               (4) ERISA. The Parent Guarantor will not, in the future, cause
         directly or indirectly any employee benefit plan (other than a
         governmental plan) with respect to which the Parent Guarantor or one of
         its Affiliates is a party in interest, all within the meaning of ERISA,
         to become a party to any of the Operative Documents or to have any
         interest in any of the transactions contemplated thereby, directly or
         indirectly. As used in this Section, the terms "EMPLOYEE BENEFIT PLAN"
         and "PARTY IN INTEREST" shall have the meanings assigned to them in
         ERISA.

               (5) NO ISSUANCE. The Parent Guarantor agrees that neither the
         Parent Guarantor nor anyone acting on its behalf will offer any
         interests in the Trust (including the Certificates) or any part thereof
         or any securities similar thereto for issue or sale to, or solicit any
         offer to acquire any of the same from, anyone so as to make the
         provisions of Section 5 of the Securities Act or any similar provisions
         under any applicable state "blue sky" or similar state securities laws
         applicable to the issuance and sale of the interests in the Trust
         (including the trust certificates).

               (6) PARENT GUARANTOR'S COVENANT TO NOTIFY OF RELOCATION. Parent
         Guarantor covenants and agrees to give the Trustee and the Lessor and
         Agent at least 30 days' prior written notice of any relocation of its
         chief executive office, principal place of business or the place where
         its records concerning the Sites is located.

               (7) CORPORATE FRANCHISES. Parent Guarantor covenants and agrees
         that it will at all times maintain its corporate existence and all
         material franchises and qualifications in good standing, and at all
         times comply in all respects with any Applicable Law, rule, regulation,
         order or decree applicable to Parent Guarantor or its operations or
         properties if the failure to comply therewith, in each case or in the
         aggregate, would have a Material Adverse Effect upon Parent Guarantor.

SECTION 8. CONDITIONS PRECEDENT TO DOCUMENTATION DATE, SITE ACQUISITION DATES
           AND ADVANCES.

         (a) CONDITIONS PRECEDENT TO THE DOCUMENTATION DATE. The obligations of
the Lessor, the Parent Guarantor, the Participants and the Agent to enter into
the Operative Documents on the Documentation Date, are subject to the
satisfaction or waiver of each of the following conditions precedent, with all
documents to be in form and substance acceptable to the Agent and the
Participants:

               (1) CORPORATE PROCEEDINGS. Each of the Participants, the Agent,
         the Lessor and the Lessee shall have received evidence of the corporate
         existence and the incumbency of officers, and copies of such corporate
         resolutions and



                                       52
                                                         Participation Agreement
<PAGE>   58

         authorizations, of each of the other parties as each such party shall
         reasonably request.

               (2) OPINION OF COUNSEL FOR LESSEE. Each of the Participants, the
         Agent and the Lessor shall have received a favorable opinion, dated
         such date, addressed to each of them from Hughes & Luce, special
         counsel for the Lessee, which opinions shall be substantially in the
         form of Exhibits D-1 and D-2 hereto.

               (3) OPINION OF COUNSEL FOR TRUSTEE. Each of the Certificate
         Holders and the Lessee shall have received a favorable opinion, dated
         such date addressed to each of them from Richards, Layton & Finger,
         special counsel for Wilmington Trust Company and the Trustee, which
         opinion shall be substantially in the form of Exhibit E hereto.

               (4) ILLEGALITY. There is no Applicable Law which would make it
         illegal for the Lessor, Certificate Holders, or the Lessee to
         participate in any of the transactions contemplated by the Operative
         Documents.

               (5) DOCUMENTS IN FULL FORCE AND EFFECT. Each of this
         Participation Agreement and each of the Operative Documents delivered
         on the Documentation Date shall be in form and substance reasonably
         satisfactory to the Agent, the Lessee, the Participants and the Lessor,
         shall be in full force and effect on the Documentation Date, and an
         executed counterpart of each thereof shall have been delivered to each
         such party.

               (6) NO DEFAULT. No Default or Event of Default shall have
         occurred and be continuing on the Documentation Date.

               (7) GOVERNMENTAL ACTIONS. There shall be no Governmental Actions
         by, from or with any Governmental Authority that are necessary or, in
         the reasonable opinion of the Agent, the Lessee, any Participant or the
         Lessor, advisable (i) in connection with the due execution, delivery
         and performance by the parties to each of the Operative Documents of
         such Operative Documents to which it is or will become a party or with
         respect to the transactions contemplated hereby or thereby, and (ii) so
         that none of the Participants, the Agent, the Lessor or the Trustee
         will become, (x) solely by reason of entering into this Participation
         Agreement or the other Operative Documents or (except with respect to
         the exercise by any Person of any control over a Site upon the
         occurrence of a Lease Event of Default or the expiration or other
         termination of the Lease) the consummation of any of the transactions
         contemplated hereby or thereby, subject to regulation by any
         Governmental Authority which regulates or otherwise has jurisdiction
         over the commercial operations for which such Site is intended; or (y)
         except for regulation the applicability of which depends on the
         existence of facts in addition to the ownership of the Sites, upon the
         exercise of remedies under the



                                       53
                                                         Participation Agreement
<PAGE>   59

         Lease or upon the expiration of the Lease, subject to ongoing
         regulation of its operations by any Governmental Authority.

               (8) NO LITIGATION. There shall be no legal action, suit,
         investigation or proceeding by or before any Governmental Authority
         pending or threatened against or affecting the Lessee or any of its
         respective properties, which materially and adversely affects any of
         the transactions contemplated by this Participation Agreement or the
         other Operative Documents or the ability of the Lessee to perform its
         obligations hereunder or under the other Operative Documents.

               (9) NO VIOLATION. The Lessee shall be in compliance with all
         Applicable Laws the violation of which is reasonably likely to affect
         materially and adversely the transactions contemplated by this
         Participation Agreement and the other Operative Documents, including,
         without limitation, all Environmental Laws.

               (10) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of each of the Participants, Wilmington Trust Company, the
         Lessor, the Lessee and the Parent Guarantor contained herein or in any
         other Operative Document executed and delivered on or prior to such
         date (other than representations and warranties made with respect to
         Sites) shall be true and accurate on and as of the Documentation Date,
         as though made on and as of such date (or, if stated to have been made
         as of an earlier date, shall have been true and accurate as of such
         date) and each of the Participants, the Lessor and the Lessee shall
         have received an Officer's Certificate, dated such date, to such effect
         from each of such parties.

         (b) CONDITIONS PRECEDENT TO EACH ADVANCE. The obligations of the
Participants to make an Advance on each Site Acquisition Date or each Funding
Date, as the case may be, the obligation of the Certificate Holders to fund the
related Equity Amount on each Site Acquisition Date or such Funding Date, as the
case may be, and the obligation of the Lenders to make the related Loan on such
Site Acquisition Date or such Funding Date, as the case may be, are subject to
satisfaction or waiver of the following conditions precedent, with all documents
to be in form and substance acceptable to the Agent and the Participants:

               (1) FUNDING REQUEST. Each of the Agent and the Certificate
         Holders shall have received a fully executed counterpart of the
         applicable Funding Request, executed by the Lessee, in accordance with
         Section 3(c). Each of the delivery of a Funding Request and the
         acceptance by the Lessee of the proceeds of such Advance shall
         constitute a representation and warranty by the Lessee that on the
         applicable Funding Date (both immediately before and after giving
         effect to the making of such Advance and the application of the
         proceeds thereof), the statements made in Section 8 are true and
         correct.



                                       54
                                                         Participation Agreement
<PAGE>   60

               (2) CONSTRUCTION CERTIFICATE. With respect to any Site
         Improvement Costs to be paid or reimbursed using the proceeds of such
         Advance, the Certificate Holders and Agent shall have received, at
         least three (3) days prior to the applicable Funding Date, a
         Construction Certificate in the form of Exhibit J hereto (a
         "CONSTRUCTION CERTIFICATE"), together with all attachments thereto.

               (3) GOVERNMENTAL PERMITS, ETC. The Certificate Holders and Agent
         shall have received evidence satisfactory to it that all permits,
         licenses and consents required by any Governmental Authority in
         connection with the Construction for which the Advance is being
         requested have been obtained and are in full force and effect on the
         applicable Funding Date.

               (4) FEES. The Certificate Holders shall have received all fees
         due and payable pursuant to the Engagement Letter on or before such
         date and not to be paid with a part of the proceeds of such Advance,
         and each Participant shall have received all Nonuse Fees due and
         payable pursuant to Section 4(d).

               (5) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties of each of the Certificate Holders, Wilmington Trust
         Company, the Lessor and the Lessee contained herein or in any other
         Operative Document executed and delivered on or prior to such date
         (other than representations and warranties made with respect to Sites
         that are not the subject of such Site Acquisition Date) shall be true
         and accurate on and as of such Site Acquisition Date, as though made on
         and as of such date (or, if stated to have been made as of an earlier
         date, shall have been true and accurate as of such date) and each of
         the Certificate Holders, Wilmington Trust Company, the Lessor, the
         Agent and the Lessee shall have received an Officer's Certificate,
         dated such date, to such effect from each of such parties.

               (6) NO LITIGATION. There shall be no legal action, suit,
         investigation or proceeding by or before any Governmental Authority
         pending or threatened against or affecting the Lessee or the Parent
         Guarantor which would have a Material Adverse Effect on Lessee or
         Parent Guarantor or would materially and adversely affect Lessee's
         ability to perform its obligations under any of the Operative
         Documents, or would materially and adversely affect any Site or any of
         the transactions contemplated by this Participation Agreement or the
         other Operative Documents.

               (7) EVENT OF DEFAULT. There shall not have occurred and be
         continuing any Lease Event of Default, and no Lease Event of Default
         will have occurred after giving effect to the making of the Advance
         requested by such Funding Request.



                                       55
                                                         Participation Agreement
<PAGE>   61

               (8) AVAILABLE COMMITMENTS. After giving effect to the applicable
         Advance, the condition set forth in the last sentence of Section
         3(a)(1) shall not be violated.

               (9) CONSTRUCTION COSTS. After giving effect to the applicable
         Advance, the estimated as yet unpaid cost to the Construction Agent of
         completing the Construction pursuant to the Construction Documents
         shall not exceed the Available Commitments.

               (10) TITLE INSURANCE POLICY. After giving effect to the
         applicable Advance, the aggregate amount of the owner's title insurance
         policy or policies described in clause (x) of Section 9(c)(15) shall
         not be less than the Property Cost for the Property, and the aggregate
         amount of the lender's title insurance policy or policies described in
         clause (y) of Section 9(c)(15) shall not be less than ninety-seven
         percent (97%) of the Property Cost.

         (c) FURTHER CONDITIONS TO EACH SITE ACQUISITION DATE. The obligation of
the Lessor to acquire the Sites on each Site Acquisition Date, the obligation of
the Certificate Holders to fund the related Equity Amount on such Site
Acquisition Date and the obligation of each Lender to make the related Loan on
such Site Acquisition Date, are subject to satisfaction or waiver of the
following conditions precedent, with all documents to be in form and substance
acceptable to the Agent and the Participants:

               (1) TAXES. All Taxes for each Site, if any, due and payable on or
         prior to such Site Acquisition Date in connection with the execution,
         delivery, recording and filing of the Operative Documents to be
         executed, delivered and filed on the Site Acquisition Date and in
         connection with the consummation of the transactions contemplated
         thereby shall have been paid in full on or prior to that Site
         Acquisition Date or provision made for the payment thereof, reasonably
         satisfactory to the Lessor and the Participants.

               (2) APPRAISAL. The Appraisal of such Site shall (a) be delivered
         to each Participant, the Lessor, the Agent and the Trustee at least one
         (1) week prior to the applicable Site Acquisition Date, (b) comply with
         the requirements of FIRREA, for appraisals of real property, (c) take
         into account, the Arco Lease (in the case of the Texas Property), and
         (d) be in form and substance satisfactory to the Participants.

               (3) GOVERNMENTAL ACTIONS. There shall be no Governmental Actions
         by, from or with any Governmental Authority that are necessary or, in
         the reasonable opinion of the Certificate Holders, the Lessor, the
         Agent or the Lessee, advisable (i) in connection with the due
         execution, delivery and performance by the Certificate Holders, the
         Lessor, the Agent, the Lenders or Lessee of its obligations under each
         Operative Document to which it is or will become a party or with
         respect to the transactions contemplated hereby or thereby (including,
         without



                                       56
                                                         Participation Agreement
<PAGE>   62

         limitation, the construction, location, sale, ownership, leasing, use
         or operation of the Sites to be leased on such Site Acquisition Date)
         and (ii) so that none of the Certificate Holders, the Lessor, the
         Lenders, or Wilmington Trust Company will become, (x) solely by reason
         of entering into this Participation Agreement or the other Operative
         Documents or (except with respect to the exercise by any Person of any
         control over a Site upon the occurrence of a Lease Event of Default or
         the expiration or other termination of the Master Lease) the
         consummation of any of the transactions contemplated hereby or thereby,
         subject to regulation by any Governmental Authority which regulates or
         otherwise has jurisdiction over the commercial operations for which
         such properties are intended; or (y) except for regulation the
         applicability of which depends on the existence of facts in addition to
         the ownership of the Sites upon the exercise of remedies under the
         Master Lease or upon the expiration of the Master Lease, subject to
         ongoing regulation of its operations by any Governmental Authority.

               (4) NO LITIGATION. There shall be no legal action, suit,
         investigation or proceeding by or before any Governmental Authority
         pending or threatened against or affecting materially and adversely
         Lessee's ability to perform its obligations under any of the Operative
         Documents, which materially and adversely affects any Site to be leased
         on such Site Acquisition Date, or any of the transactions contemplated
         by this Participation Agreement or the other Operative Documents or the
         ability of the Lessee to perform its obligations hereunder or under the
         other Operative Documents.

               (5) ILLEGALITY. There is no Applicable Law which would make it
         illegal for the Certificate Holders, the Lessor, or the Lessee to
         participate in any of the transactions contemplated by the Operative
         Documents.

               (6) [INTENTIONALLY OMITTED]

               (7) RECORDATION. Each of the Lessor, the Certificate Holders, the
         Lenders and the Agent shall have received evidence reasonably
         satisfactory to it that the Lender Mortgage, Specific Assignment of
         Leases and Rents and Lease Supplement relating to the applicable Site
         have been, or are being, recorded (or satisfactory arrangements have
         been made for prompt recordation) in a manner sufficient to properly
         secure each of their interests therein and fees payable in connection
         therewith have been paid by Lessee or provision for the payment thereof
         satisfactory to the Lessor and the Participants, shall have been made.

               (8) EVIDENCE OF PROPERTY INSURANCE. The Agent, the Lessor and the
         Certificate Holders shall have received evidence that the insurance
         maintained by the Lessee with respect to the applicable Site satisfies
         the requirements set forth in Section 12 of the Master Lease, which
         evidence shall set forth the respective coverage, limits of liability,
         carrier, policy number and period of coverage.



                                       57
                                                         Participation Agreement
<PAGE>   63

               (9) ENVIRONMENTAL AUDIT. Each Participant, the Lessor, the Agent
         and the Trustee shall have received an Environmental Audit (which shall
         be a Phase I environmental site assessment, unless one of such parties
         shall reasonably requests a Phase Two environmental site assessment as
         to such Site) with respect to the applicable Site, dated no earlier
         than five months prior to the applicable Site Acquisition Date, with
         respect to which it shall have received a letter from the environmental
         consultant to the effect that it shall be entitled to rely thereupon;
         and the Environmental Audit shall be satisfactory in form and substance
         to each Participant, the Lessor, and the Agent in their respective sole
         discretion.

               (10) DEED; GROUND LEASE. On or prior to the applicable Site
         Acquisition Date, the Lessor shall have received a Deed with respect to
         the Land Interest being purchased on such Site Acquisition Date,
         conveying fee simple title to the Land Interest to the Lessor
         containing such seller's warranties as are acceptable to the Lessee and
         otherwise reasonably satisfactory in form and substance to the Lessee.
         As to any Non-Acquired Land Interest, Agent shall have received (i) a
         Ground Lease or (ii) an assignment of the ground lessee's interest in a
         Ground Lease, in each case granting to Lessor a ground leasehold estate
         on such Non-Acquired Land Interest, duly executed and delivered by the
         owner of such Non-Acquired Land Interest, as ground lessor, and Lessor
         as ground lessee, which Ground Lease shall be reasonably acceptable to
         the Lessee in form and substance, together with (w) an estoppel
         certificate from the Ground Lessor, (x) a non-disturbance and
         attornment agreement from any mortgagee (or similar secured creditor)
         of the fee interest related to such Non-Acquired Land Interest, (y) in
         the event that the remaining base term of the Ground Lease shall not be
         at least ten (10) years after the expiration date of the Lease
         Supplement relating to the Site which is the subject of the Ground
         Lease, a written extension of the base term of such Ground Lease which
         extends such remaining base term for such period, and (z) any other
         documents reasonably required by the Agent in connection therewith.

               (11) CONSTRUCTION AGENCY AGREEMENT SUPPLEMENT. On or prior to the
         applicable Site Acquisition Date, the Lessee and the Lessor shall have
         delivered to the Agent a Construction Agency Agreement Supplement with
         respect to the applicable Site fully executed by the Lessee, as
         Construction Agent, and the Lessor.

               (12) SPECIFIC ASSIGNMENT OF LEASES AND RENTS. On or prior to the
         applicable Site Acquisition Date, the Lessor shall have delivered to
         the Agent a Specific Assignment of Leases and Rents substantially in
         the form attached to the Master Assignment of Leases and Rents with
         respect to the applicable Site, together with a consent to and
         acknowledgment of such Specific Assignment of Leases and Rents duly
         executed by the Lessee.



                                       58
                                                         Participation Agreement
<PAGE>   64

               (13) LEASE SUPPLEMENT. On or prior to the applicable Site
         Acquisition Date, the Lessee and the Lessor shall have delivered the
         original counterpart of the Lease Supplement executed by the Lessee and
         the Lessor with respect to the applicable Site to the Agent.

               (14) LENDER MORTGAGE. On or prior to the applicable Site
         Acquisition Date, the Lessor shall have delivered to the Agent a Lender
         Mortgage substantially in the form attached hereto as Exhibit H (with
         appropriate modifications for applicable state law) with respect to the
         applicable Site, together with a consent to and acknowledgment of such
         Lender Mortgage duly executed by the Lessee.

               (15) PROPERTY SURVEY; TITLE POLICIES. At least one (1) week prior
         to the applicable Site Acquisition Date, the Lessee shall have
         delivered to the Lessor, Certificate Holders and Agent, on behalf of
         the Lenders, an American Land Title Association ("ALTA")/1992 (Urban)
         Survey of the applicable Land Interest or if the applicable Site is
         located in a Non-ALTA State, a survey of the applicable Land Interest
         prepared and certified in a manner as customary in such Non-ALTA State
         for surveys of real property similar to the applicable Site prepared by
         surveyors of recognized standing in such state certified to the Lessor,
         the Agent and the title company and otherwise in form reasonably
         acceptable to the Agent and a commitment to deliver the following title
         policies (the "TITLE POLICIES"): (x) an ALTA extended owner's title
         insurance policy covering the applicable Site in favor of the Lessor
         or, if the applicable Site is located in a Non-ALTA State, an extended
         owner's title insurance policy providing coverage and having provisions
         as substantially similar to such an ALTA policy as is permissible and
         customary in that Non-ALTA State and (y) an ALTA extended lender's
         title insurance policy covering the applicable Site in favor of the
         Agent, on behalf of the Lenders or, if the applicable Site is located
         in a Non-ALTA State, an extended lender's title insurance policy having
         provisions as substantially similar to such an ALTA policy as is
         permissible and customary in that Non-ALTA State. The owner's policy
         described in clause (x) shall be subject only to Permitted Exceptions,
         be in an amount not less than the Commitment for the applicable Site,
         be reasonably satisfactory to the Lessor and contain comprehensive,
         mechanics liens, and, if otherwise obtained by the Lessee, zoning
         endorsements and such other customary endorsements issued by the title
         company as a routine matter and to the extent available in such
         jurisdiction, if requested by the Agent and available at reasonable
         cost. The lender's title insurance policy described in clause (y) shall
         (i) be subject only to Permitted Exceptions, (ii) be in an amount not
         less than 97% of the amount of the related owner's title insurance
         policy, (iii) be reasonably satisfactory to the Agent and contain
         revolving credit, variable rate, usury, comprehensive, fraudulent
         conveyances, recharacterization, doing business, mechanics liens, and,
         if otherwise obtained by the Lessee, zoning endorsements and such other
         customary endorsements issued by the title company



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                                                         Participation Agreement
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         as a routine matter and to the extent available in such jurisdiction,
         if requested by the Agent and available at reasonable cost.

               (16) TITLE REPRESENTATIONS. Title to the applicable Site shall
         conform to the representations and warranties set forth in Section
         8(c)(9).

               (17) NO DEFAULT. There shall not have occurred and be continuing
         any Event of Default under any of the Operative Documents, and no Event
         of Default under any of the Operative Documents will have occurred
         after giving effect to the acquisition of the Land Interest requested
         by such Funding Request.

               (18) SUPPLEMENTAL OPINIONS OF COUNSEL OF LESSEE. On or prior to
         the applicable Site Acquisition Date, the Lessee shall have delivered
         to the Agent, each Participant and the Lessor (i) a supplement to the
         opinion of [in-house counsel to the Lessee,] (ii) a supplement to the
         opinion of Hughes & Luce, counsel to the Lessee, and (iii) a supplement
         to the opinion of applicable local counsel (or new opinion of
         applicable local counsel, together with (in the case of the first
         acquisition of a Land Interest in the applicable state or otherwise at
         the request of the Agent if the Agent reasonably believes additional
         information is necessary or appropriate) a completed local counsel
         questionnaire, each acceptable to the Agent and the Certificate
         Holders) which are substantially in the form of Exhibit F-1 and Exhibit
         F-2 hereto, which supplements, opinions and questionnaires shall cover
         matters required by the Agent.

               (19) UCC FINANCING STATEMENTS. Lessee and Lessor shall have
         executed and submitted for filing or recording, as applicable, Uniform
         Commercial Code financing statements (which may be in the form of
         amendments to existing financing statements) with respect to any
         property constituting part of the applicable Site, security interests
         in which are governed by the UCC.

               (20) PURCHASE OF ASSETS AGREEMENT ASSIGNMENT. The Lessee shall
         have executed and delivered to the Lessor a Purchase of Assets
         Agreement Assignment substantially in the form attached hereto as
         Exhibit L (a "PURCHASE OF ASSETS AGREEMENT ASSIGNMENT"), together with
         a copy of the applicable real estate purchase agreement in form and
         substance reasonably acceptable to the Certificate Holders and the
         Agent.

               (21) LEASES. In the case of the Texas Property, Lessee shall have
         delivered to Lessor (i) the Arco Lease in the form attached hereto as
         Exhibit O, (ii) the Arco Assumption Agreement in the form attached
         hereto as Exhibit P with respect to the Arco Lease, and (iii) the Arco
         Estoppel Certificate in the form attached hereto as Exhibit Q.



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               (22) OTHER DOCUMENTS. The Lessee shall have delivered or caused
         to be delivered such other documents as the Lessor and Agent may
         reasonably request.

         (d) CONDITIONS TO INITIAL CONSTRUCTION ADVANCE FOR EACH IDENTIFIED
PROJECT. In addition to the conditions precedent set forth above, for the first
Advance with respect to any Identified Project for the payment of Construction
of the applicable Improvements for such Identified Project, the obligation of
the Certificate Holders to fund the related Equity Amount on the Funding Date
for such Advance and the obligation of each Facility Lender to make the related
Loan on such Funding Date, are subject to satisfaction or waiver of each of the
following conditions precedent (it being understood that the Lessor's
obligations shall not be subject to the following to the extent such conditions
are actions required of the Lessor):

               (1) PLANS AND SPECIFICATIONS; CONSTRUCTION SCHEDULE; CONSTRUCTION
         MILESTONES. On or prior to such Funding Date, the Lessee shall have
         delivered to the Agent the Plans and Specifications (which need not be
         final construction Plans and Specifications, and may be preliminary
         drawings and specifications), a schedule for Construction completion
         for the Improvements for the Identified Project, and the Construction
         Milestones, certified by the Construction Agent;

               (2) CONSTRUCTION BUDGET. On or prior to such Funding Date, the
         Lessee shall have delivered to the Agent the Construction Budget for
         the applicable Identified Project, certified by the Construction Agent;
         and

               (3) CONSTRUCTION CONTRACT. On or prior to such Funding Date, the
         Lessee shall have delivered to the Agent the Construction Contract for
         the Construction of the Improvements on the applicable Site, or, if the
         Construction Contract with respect to the Identified Project is a
         separate contract, the Construction Contract for the Construction of
         the Identified Project which Construction Contract and the contractor
         party thereto shall have been approved by the Required Participants,
         and under which Construction Contract, the cost of design of the
         applicable Improvements, including, without limitation, the applicable
         Plans and Specifications and the cost of Construction of such
         Improvements in accordance with such Plans and Specifications shall not
         exceed the applicable Construction Budget

         All documents and instruments required to be delivered on each Site
Acquisition Date shall be delivered at the offices of Mayer, Brown & Platt, 190
South LaSalle Street, Chicago, Illinois 60603, or at such other location as may
be determined by the Agent and the Lessee.

SECTION 9. COMPLETION DATE CONDITIONS.

         (a) COMPLETION DATE. The Completion Date with respect to each Site
shall be deemed to have occurred for purposes of the Operative Documents on the
earlier of:



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               (1) the earliest date on which each of the following events shall
         have occurred:

                              (a) the Construction relating to such Site shall
                         have been substantially completed in accordance with
                         the Plans and Specifications, the Construction Budget,
                         Construction Documents and all Applicable Law;

                              (b) such Site shall be ready for occupancy and
                         operation for its intended purpose in accordance with
                         the Plans and Specifications, as evidenced by the
                         issuance by the appropriate Governmental Authority of
                         temporary and/or permanent certificates of occupancy
                         for all of the Improvements (other than such
                         Improvements that are not essential to the operation of
                         such Site for its intended purpose in accordance with
                         the Plans and Specifications) contemplated by the Plans
                         and Specifications; and

                              (c) the Lessor and the Agent shall have received a
                         Completion Certificate from the Construction Agent
                         substantially in the form of Exhibit G hereto (a
                         "COMPLETION CERTIFICATE"), or

               (2) the Outside Completion Date.

         (b) [RESERVED].

SECTION 10. TRANSFERS OF LENDERS' INTERESTS.

         (a) PERMITTED ASSIGNMENTS. Any Lender may in accordance with Applicable
Law, at any time assign to one or more banks or other entities ("TRANSFEREES")
all or any part of its rights and obligations under the Operative Documents or
the Property subject to the consent of Lessee, which consent shall not be
unreasonably withheld. Such assignment shall be substantially in the form of
Exhibit M-1 or in such other form as may be agreed to by the parties thereto.
The consent of the Lessee and the Agent shall be required prior to an assignment
becoming effective with respect to a Transferee which is not a Lender or an
Affiliate thereof; provided, however, that if a Lease Event of Default or a
Construction Agency Event of Default has occurred and is continuing, the consent
of the Lessee shall not be required. Each such assignment with respect to a
Transferee which is not a Lender or an Affiliate thereof shall (unless each of
the Lessee and the Agent otherwise consents) be in an amount not less than the
lesser of (i) $5,000,000.00 or (ii) the remaining amount of the assigning
Lender's Commitment (calculated as at the date of such assignment) or
outstanding Loans (if the applicable Commitment has been terminated).

         (b) EFFECT; EFFECTIVE DATE. Upon (i) delivery to the Agent of an
assignment, together with any consents required by Section 11(a), and (ii)
payment of a $4,000 fee to the Agent for processing such assignment (unless such
fee is waived by the Agent), such assignment shall become effective on the
effective date specified in such assignment. The assignment shall



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                                                         Participation Agreement
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contain a representation by the Transferee to the effect that none of the
consideration used to make the purchase of the Commitment and Loans under the
applicable assignment agreement constitutes "plan assets" as defined under ERISA
and that the rights and interests of the Transferee in and under the Operative
Documents or the Property will not be "plan assets" under ERISA. On and after
the effective date of such assignment, such Transferee shall for all purposes be
a Lender party to this Agreement and any other Operative Document executed by or
on behalf of the Lenders and shall have all the rights and obligations of a
Lender under the Operative Documents, to the same extent as if it were an
original party hereto, and no further consent or action by the Lessee, the
Lenders or the Agent shall be required to release the transferor Lender with
respect to the percentage of the aggregate Commitments and Loans assigned to
such Transferee. Upon the consummation of any assignment to a Transferee
pursuant to this Section 11(b), the transferor Lender, the Agent and the Lessee
shall, if the transferor Lender or the Transferee desires that its Loans be
evidenced by Notes, make appropriate arrangements so that new Notes or, as
appropriate, replacement Notes are issued to such transferor Lender and new
Notes or, as appropriate, replacement Notes, are issued to such Transferee, in
each case in principal amounts reflecting their respective Commitments, as
adjusted pursuant to such assignment.

         (c) RIGHTS OF TRANSFEREES. Each of the Lessee and the Lessor
acknowledges and agrees that each Transferee, for purposes of Sections 13 and
14, shall be considered a Lender; provided, however, that each of the Lessee and
the Lessor shall have no greater liability to any Transferee than it would have
had to the applicable Lender, except as reflected in amounts necessary to
indemnify such Person on an After-Tax Basis.

         (d) WITHHOLDING TAXES; DISCLOSURE OF INFORMATION; PLEDGE UNDER
REGULATION A. (1) If any Lender (or the assignee in any Note, each a
"TRANSFEREE") is organized under the laws of any jurisdiction other than the
United States or any State thereof, then such Participant or Transferee, as
applicable, shall (as a condition precedent to acquiring or first participating
in such Loan and so long as it shall be legally entitled to an exemption from
withholding as a continuing obligation to the Lessor and the Lessee), furnish on
a timely basis to the Agent, the Lessor and the Lessee in duplicate, for each
taxable year of such Lender or Transferee during the Lease Term of the Master
Lease, a properly completed and executed copy of either Internal Revenue Service
Form 4224 (or new Form W-8ECI) or Internal Revenue Service Form 1001(or new Form
W8-BEN) and Internal Revenue Service Form W-8 (or new Form W-8BEN) or Internal
Revenue Service Form W-9 and any additional form (or such other form) as is
necessary to claim complete exemption from United States withholding taxes
(wherein such Lender or Transferee claims entitlement to complete exemption from
United States withholding taxes on all payments hereunder), and provide on a
timely basis to the Agent, the Lessor and the Lessee a new Internal Revenue
Service Form W-8ECI or Internal Revenue Service Form W-8BEN and Internal Revenue
Service Form W-8BEN or Internal Revenue Service Form W-9 and any such additional
form (or any successor form or forms) upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance with
applicable United States laws and regulations and amendments duly executed and
completed by such Lender or Transferee, and to comply from time to time with all
applicable United States laws and regulations with regard to such withholding
tax exemption. By its acceptance of a participation



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                                                         Participation Agreement
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or assignment of a Lender's Note, each Transferee shall be deemed bound by the
provisions set forth in this Section 11.

               (2) Subject to Section 22(j), any Lender may, in connection with
         any assignment or participation or proposed assignment or participation
         pursuant to this Section 11, disclose to the assignee or participant or
         proposed assignee or participant any information relating to the
         Lessee.

               (3) Anything in this Section 11 to the contrary notwithstanding,
         any Lender may assign and pledge all or any portion of the Notes held
         by it to any Federal Reserve Bank, the United States Treasury or to any
         other financial institution as collateral security pursuant to
         Regulation A of the F.R.S. Board and any operating circular issued by
         the Federal Reserve System and/or any Federal Reserve Bank or
         otherwise.

SECTION 11. TRANSFERS OF CERTIFICATE HOLDERS' INTEREST.

         (a) ASSIGNMENTS. All or any part of the interest of any Certificate
Holder in, to or under this Participation Agreement, the other Operative
Documents, the Property or the Trust may be assigned or transferred by such
Certificate Holder at any time, subject (so long as no Lease Event of Default
has occurred and is continuing) to the consent of Lessee, which consent shall
not be unreasonably withheld, to (i) any Affiliate of such Certificate Holder,
(ii) any other Participant or any Affiliate of any such other Participant, or
(iii) with the consent of the Agent (such consent not to be unreasonably
withheld), to any other Person; provided, however, that (A) prior to a Lease
Event of Default, no interest shall be assigned to Lessee or any Affiliate of
Lessee; (B) except as provided in (C) below, each such assignment is in an
amount equal to not less than twenty percent (20%) of the sum of the aggregate
amount of the Available Equity Commitments and the outstanding Equity Amounts of
all Certificate Holders or is the entire interest held by the assignor
Certificate Holder (the "PERMITTED EQUITY ASSIGNMENT AMOUNT") in any event, if
the assignor Certificate Holder retains any interest, such interest must be
equal to not less than the Permitted Equity Assignment Amount; and (C) with
respect to an assignment to a Lender or an Affiliate of a Lender, each such
assignment is in an amount equal to not less than the product of (x) the sum of
the Available Equity Commitment, if any, and outstanding Equity Amounts of the
assignor Certificate Holder and (y) the fraction, expressed as a decimal,
obtained by dividing the sum of the Available Loan Commitments and outstanding
principal amount of Loans of such Lender by the sum of the aggregate amounts of
the Available Loan Commitments and Loans of all Lenders; and, provided, further,
that notice is given to the Owner Trustee and (A) each assignment or transfer
shall comply with all applicable securities laws; and (B) the assignee, if it is
not a Participant immediately prior to such assignment, will deliver to the
Agent a completed administrative questionnaire in form and substance acceptable
to the Agent. The Agent shall receive an administrative fee of $4,000 from the
applicable transferor or transferee in connection with any assignment or
participation under this Section 12. Each assignee or transferee acknowledges
that the obligations to be performed from and after the date of such transfer or
assignment under this Participation Agreement and all other Operative Documents
are its obligations, including the obligations imposed by this Section 12(a)
(and the transferor and



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                                                         Participation Agreement
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transferee Participant shall deliver to the Lessee and the Lessor an Assignment
Agreement, in substantially the form of Exhibit M-2, executed by the assignee or
transferee) and further represents and warrants to each Participant and the
Lessee as set forth in Section 6 and that:

               (i) it has a sufficient net worth or combined capital and surplus
         to fund its Commitments;

               (ii) it has the requisite power and authority to accept such
         assignment or transfer;

               (iii) it will not transfer any interest in the Trust unless the
         proposed transferee makes the foregoing representations and covenants;

               (iv) it will not take any action with respect to such interest in
         the Trust that would violate any applicable securities laws; and

               (v) it will not assign or transfer any interest in the Trust
         except in compliance with this Section 12.

         (b) RIGHTS OF TRANSFEREES. Each of the Lessee and the Lessor
acknowledges and agrees that each Transferee, for purposes of Sections 13 and
14, shall be considered a Certificate Holder; provided, however, that each of
the Lessee and the Lessor shall have no greater liability to any Transferee than
it would have had to the applicable Certificate Holder transferor, except as
reflected in amounts necessary to indemnify such Person on an After-Tax Basis.

         (c) WITHHOLDING TAXES; DISCLOSURE OF INFORMATION; PLEDGE UNDER
REGULATION A. (1) If any Certificate Holder (or the assignee of any Equity
Amount, each also a "TRANSFEREE") is organized under the laws of any
jurisdiction other than the United States or any State thereof, then such
Participant or Transferee, as applicable, shall (as a condition precedent to
acquiring or first participating in such Equity Amount and so long as it shall
be legally entitled to an exemption from withholding as a continuing obligation
to the Lessor and the Lessee), furnish on a timely basis to the Agent, the
Lessor and the Lessee in duplicate, for each taxable year of such Certificate
Holder or Transferee during the Lease Term of the Master Lease, a properly
completed and executed copy of either Internal Revenue Service Form 4224 (or new
Form W-8ECI) or Internal Revenue Service Form 1001 (or new Form W-8BEN) and
Internal Revenue Service Form W-8 (or new Form W-8BEN) or Internal Revenue
Service Form W-9 and any additional form (or such other form) as is necessary to
claim complete exemption from United States withholding taxes (wherein such
Lender, the Lessor or Transferee claims entitlement to complete exemption from
United States withholding taxes on all payments hereunder), and provide on a
timely basis to the Agent, the Lessor and the Lessee a new Internal Revenue
Service Form W-8ECI or Internal Revenue Service Form W-8BEN and Internal Revenue
Service Form W-8BEN or Internal Revenue Service Form W-9 and any such additional
form (or any successor form or forms) upon the expiration or obsolescence of any
previously delivered form and comparable statements in accordance with
applicable United States laws and regulations and amendments duly executed and
completed by such Certificate Holder or Transferee, and to



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                                                         Participation Agreement
<PAGE>   71

comply from time to time with all applicable United States laws and regulations
with regard to such withholding tax exemption. By its acceptance of a
participation or assignment of all or any portion of a Certificate Holder's
Equity Amounts, each Transferee shall be deemed bound by the provisions set
forth in this Section 12.

               (2) Subject to Section 22(j), any Certificate Holder may, in
         connection with any assignment or participation or proposed assignment
         or participation pursuant to this Section 12, disclose to the assignee
         or participant or proposed assignee or participant any information
         relating to the Lessee.

               (3) Anything in this Section 12 to the contrary notwithstanding,
         any Certificate Holder may assign and pledge all or any portion of its
         interest in the Trust held by it to any Federal Reserve Bank, the
         United States Treasury or to any other financial institution as
         collateral security pursuant to Regulation A of the F.R.S. Board and
         any operating circular issued by the F.R.S. Board and/or the Federal
         Reserve Bank or otherwise.

SECTION 12. SECTION GENERAL TAX INDEMNITY.

         (a) TAX INDEMNITEE DEFINED. For purposes of this Section 13, "TAX
INDEMNITEE" means (x) each Participant, the Lessor and the Affiliates of each of
the foregoing, and the Trustee, both in its individual capacity and as trustee,
and each of their respective successors, assigns, servants, agents, officers,
directors and employees and the Trust, and (y) except with respect to any Taxes
relating to a Site during the applicable Construction Period for such Site, each
Lender and its Affiliates, and each of their respective successors, assigns,
servants, agents, officers, directors and employees.

         (b) TAXES INDEMNIFIED. The Lessee agrees to pay promptly when due, and
will indemnify and hold harmless each Tax Indemnitee on an After-Tax Basis
against, all Impositions (each Imposition individually, a "TAX" and collectively
called "TAXES"), however imposed (whether imposed upon any Tax Indemnitee, the
Lessee, or all or any part of the Sites or any payment made in connection with
the transactions contemplated hereunder), by any Federal, state or local
government or taxing authority in the United States of America, or by any
government or taxing authority of a foreign country, of any political
subdivision or taxing authority thereof or by a territory or possession of the
United States of America or an international taxing authority, upon or with
respect to, based upon or measured by:

               (1) the Sites or any part thereof;

               (2) the location, replacement, conditioning, refinancing,
         control, purchase, repossession, improvement, maintenance, redelivery,
         manufacture, acquisition, purchase, ownership, acceptance, rejection,
         delivery, non-delivery, leasing (including the Arco Lease), subleasing,
         transportation, insuring, inspection, registration, assembly,
         abandonment, preparation, installation, possession, use, operation,
         return, presence, storage, repair, transfer of title, modification,



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         rebuilding, import, export, alteration, addition, replacement,
         assignment, overhaul, transfer or registration, imposition of any lien,
         sale or other disposition of the Sites or any part thereof or interest
         therein;

               (3) the rentals, receipts or earnings arising from the Operative
         Documents or from the purchase, ownership, delivery, leasing (including
         the Arco Lease), possession, use, operation, return, storage, transfer
         of title, sale or other disposition of the Sites or any part thereof;

               (4) any or all of the Operative Documents;

               (5) the income or other proceeds received with respect to the
         Sites, held by the Trustee under the Trust Agreement; or

               (6) otherwise with respect to or by reason of the transactions
         described in or contemplated by the Operative Documents.

         (c) TAXES EXCLUDED. The indemnity provided for in paragraph 13(b) above
shall not extend to any of the following (in each case, except in the case of
otherwise indemnifiable or payable under the Operative Documents, on an
After-Tax Basis, additional amounts necessary to indemnify a Tax Indemnitee for
such Taxes on an After-Tax Basis):

               (1) Federal income taxes;

               (2) In the case of each Tax Indemnitee, (i) net income taxes and
         (ii) taxes that would not have been incurred but for such Tax
         Indemnitee or an Affiliate of such Tax Indemnitee being organized in
         the jurisdiction imposing such taxes or conducting activities therein
         that are unrelated to the transactions contemplated by the Operative
         Documents; provided that this Exclusion shall not apply to net income
         taxes imposed on a Certificate Holder's income from this transaction by
         jurisdictions in which such Certificate Holder is not otherwise subject
         to such Taxes to the extent such net income Taxes (after reduction for
         all net income Tax savings in other jurisdictions resulting from the
         imposition of the Taxes described in the preceding portion of this
         proviso) exceed the net income taxes that would have been payable if
         the Master Lease had been treated as a secured loan by such taxing
         jurisdiction (unless such Certificate Holder has reported the
         transaction to such taxing jurisdiction as a lease without being
         requested to do so by Lessee in writing or required to do so by such
         taxing jurisdiction);

               (3) Taxes imposed by any government or taxing authority of a
         foreign country, or any political subdivision thereof, or an
         international taxing authority, except Taxes that would not have been
         incurred but for the Lessee's becoming a foreign entity or the Lessee's
         making payments to a Tax Indemnitee from a foreign jurisdiction;



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                                                         Participation Agreement
<PAGE>   73


               (4) in the case of the Lessor, income, franchise, conduct of
         business or similar taxes that are imposed on the Lessor and not the
         Certificate Holders and that, if imposed on the Certificate Holders,
         would not have been indemnified against;

               (5) Taxes imposed on or measured by the net or gross income,
         excess profits, receipts, minimum or alternative minimum taxable
         income, capital, net worth, tax preferences, accumulated earnings or
         capital gains of a Tax Indemnitee or that are conduct of business,
         doing business, franchise or similar Taxes of such Tax Indemnitee
         (other than any Taxes which are, or are in the nature of, sales, use,
         transfer, excise, rental, license, ad valorem or property Taxes imposed
         by reason of the location, use, operation or presence of a Site or any
         part thereof or a Person which is the Lessee, any sublessee, any
         sub-sublessee, assignee or any other Person using through any of the
         foregoing (including any Affiliate of any of the foregoing, but
         excluding the Lessor, any Participant or any Tax Indemnitee or any
         Affiliate of any such excluded Person) (each, a "LESSEE PERSON") in
         such jurisdiction or the fact that any payment by a Lessee Person
         contemplated by the Operative Documents is made from such jurisdiction)
         ("INCOME TAXES") imposed by the United States or any state or local
         government or taxing authority within the United States.

               (6) Taxes arising out of or measured by acts, omissions, events
         or periods of time (or any combination of the foregoing) which occur
         after (and are not attributable to acts, omissions or events occurring
         contemporaneously with or prior to) in the case of, and solely with
         respect to, withholding Taxes, the payment in full of all amounts
         payable by the Lessee pursuant to and in accordance with the Operative
         Documents, or the earlier discharge in full of the Lessee's payment
         obligations under and in accordance with the Master Lease and the other
         Operative Documents, and with respect to all Taxes, the earliest of (x)
         the expiration of the Lease Term and return of the Sites in accordance
         with the return provisions of the Master Lease, (y) the termination of
         the Master Lease in accordance with the applicable provisions of the
         Master Lease and return or disposition of the Sites in accordance with
         the Master Lease, or (z) the termination of the Master Lease in
         accordance with the applicable provisions of the Master Lease and the
         transfer of all right, title and interest in the Sites to the Lessee
         pursuant to its exercise of any of its purchase options (other than
         sales or other transfer taxes as imposed thereon) except that,
         notwithstanding anything to the contrary, Taxes incurred in connection
         with the exercise of any remedies following the occurrence of a Lease
         Event to Default shall not be excluded from the indemnity by this
         section 13(c);

               (7) Taxes imposed on a Tax Indemnitee that would not have been
         imposed but for the willful misconduct or gross negligence of any Tax
         Indemnitee or its Affiliate (other than gross negligence or willful
         misconduct not actually committed by but instead imputed to, such Tax
         Indemnitee by reason of such Tax



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                                                         Participation Agreement
<PAGE>   74


         Indemnitee's participation in the transactions and entering into the
         Operative Documents) or the breach by any Tax Indemnitee of any
         representation, warranty or covenant set forth in the Operative
         Documents;

               (8) Taxes imposed on a Tax Indemnitee which became payable by
         reason of any transfer or disposition by such Tax Indemnitee of any
         interest in some or all of the Sites, the Operative Documents, any
         other Tax Indemnitee, or the Trust Estate, the Indenture Estate, the
         Certificates or any interest in the transactions contemplated by the
         Operative Documents other than (A) Taxes that result from transfers or
         dispositions which occur while a Lease Event of Default has occurred
         and is continuing and are made in connection with the exercise of
         remedies following such Event of Default or (B) Taxes in the nature of
         sales, use, or transfer taxes that result from any transfer or
         disposition pursuant to the terms of the Master Lease (other than
         Section 19(b) thereof if clause (A) of this Section 13(c)(8) is not
         applicable);

               (9) Taxes imposed upon the Trustee with respect to any trustee's
         fees for services rendered in its capacity as trustee;

               (10) Taxes that have been included in Property Cost or
         Transaction Expenses;

               (11) Taxes that would not have been imposed but for the situs of
         organization of a Tax Indemnitee, the place of business of a Tax
         Indemnitee or the activities of a Tax Indemnitee that are unrelated to
         the transactions contemplated by the Operative Documents, in each case,
         in the jurisdiction imposing such Taxes (other than any such place of
         business or activities attributable to any Lessee Person's activities
         or the use, location, operation or registration of a Site or any part
         thereof in such jurisdiction);

               (12) Taxes that result from a failure by a Tax Indemnitee or its
         Affiliate to comply with any certification or other procedure
         reasonably required by any applicable law as a condition to any
         exemption from, or reduction of, such Tax to which such Tax Indemnitee
         would be entitled or to file timely any form, report or return, so long
         as (a) Lessee shall have notified such Tax Indemnitee promptly of such
         requirement or such Tax Indemnitee knows or should have known of such
         requirement, (b) no such procedure would expose such Tax Indemnitee, in
         its good faith determination, to any materially adverse consequences
         for which it is not indemnified and (c) such failure is not due to
         Lessee's failure to provide information reasonably requested or
         reasonable assistance in complying with such requirement or to Lessee's
         failure to comply with the requirements of Section 13(h); and

               (13) Except with respect to the additional amount necessary to
         indemnify Taxes, otherwise required to be indemnified under the
         Operative



                                       69
                                                         Participation Agreement

<PAGE>   75

         Documents on an After-Tax Basis, on an After-Tax Basis, Taxes imposed
         on or against or payable by a transferee of a Tax Indemnitee to the
         extent of the excess of such Taxes over the amount of such Taxes which
         would have been imposed and indemnified hereunder had there not been a
         transfer by the original Tax Indemnitee from which such transferee
         derives its interest in a Site, any part thereof, such Tax Indemnitee
         or the Operative Documents, the Trust Estate, the Indenture Estate, the
         Certificates, or any interest in the transactions contemplated by the
         Operative Documents other than a transfer in connection with the
         exercise of any remedies following a Lease Event of Default or while a
         Lease Event of Default exists;

               (14) United States withholding taxes imposed on payments to a
         foreign payee, including any Tax Indemnitee which is a foreign person
         within the meaning of Section 7701(a)(5) of the Code except if, and to
         the extent, such withholding taxes are imposed solely as the result of
         a Change in Law (including a change in applicable treaty provisions)
         occurring after the date on which the relevant Tax Indemnitee first
         acquired or participated in the Loan or Certificate or Equity Amount,
         as applicable;

               (15) Taxes that result from an act by such Indemnified party or
         its Affiliate that is prohibited by the Operative Documents or an
         omission by such Indemnified party or its Affiliate of an act that is
         required by the Operative Documents and that does not result from an
         act of the Lessee or its Affiliates that is prohibited by the Operative
         Documents or an omission of the Lessee or its Affiliates that is
         required by the Operative Documents; and

               (16) Interest, additions to tax and penalties imposed with
         respect to, and to the extent of, Taxes excluded from indemnification
         pursuant to Section 13(c).

         Notwithstanding any of the exclusions otherwise set forth in Section
13(c)(2) through (5), the indemnity set forth in Section 13(b) shall apply to
any Texas franchise taxes imposed on the Lessor if:

               (i) the Lessor is an unincorporated Delaware business trust that
         does not apply for a Texas Certificate of Authority and (i) files its
         Texas tax returns and reports (if any) in a manner consistent with such
         status or (ii) files its relevant Texas tax returns and reports (if
         any) in a manner inconsistent with such status as the result of a
         breach of any representation, warranty or covenant of a Lessee Person;

               (ii) any Lessee Person prepares and requests that Lessor file or
         files a Filing (within the meaning of Section 13(g) pursuant to Section
         13(g)) in a manner inconsistent with the status of the Lessor as a
         Delaware business trust; or

               (iii) the Lessor changes its status from that of a Delaware
         business trust as the result of a breach of any representation,
         warranty or covenant of a Lessee Person or in



                                       70
                                                         Participation Agreement
<PAGE>   76

         connection with the exercise of any remedies following the occurrence
         of a Lease Event of Default.

provided, however, that the Lessee's indemnity for Texas franchise tax shall not
exceed the amount of such tax that the Delaware business trust would owe if it
had no activities except the transactions contemplated by the Participation
Agreement, except other activities engaged in at the written request of Lessee
(it being the intent of the parties that the Lessee's indemnity obligation will
not be increased by the Trust's other activities, if any).

         (d) TAX OBLIGATIONS IN THIS SECTION. Notwithstanding any other
provision in the Operative Documents, it is understood that all the Lessee's
obligations with respect to Taxes are set forth in this Section 13 (and that
Section 14 does not apply to Taxes), provided, however, that this Subsection (d)
shall not prevent Lessee from being obligated to make payments on an After-Tax
Basis in the circumstances that Lessee is required to do so under the Operative
Documents.

         (e) Payments to the Lessee

               (1) If any Tax Indemnitee or any Affiliate of any Tax Indemnitee
         actually realizes a Tax benefit (whether by way of deduction, credit,
         allocation or apportionment or otherwise), other than a refund or
         credit described in paragraph (2), with respect to a Tax not
         indemnifiable hereunder which would not have been realized but for any
         indemnity payment or any Tax, Claim or other cost or expense with
         respect to which Lessee has reimbursed or indemnified such Tax
         Indemnitee (or but for the circumstances that give rise to such Tax,
         Claims, cost or expenses or indemnity or payment), which benefit was
         not previously taken into account in determining the amount of the
         Lessee's payment to such Tax Indemnitee, such Tax Indemnitee shall pay
         to the Lessee, on an After-Tax Basis, an amount equal to the amount of
         such Tax benefit; provided, however, that no payment shall be made as
         long as a Payment Default or a Lease Event of Default is continuing;
         provided further, however, that no Tax Indemnitee shall be required to
         pay to the Lessee any Tax benefit to the extent such payment is greater
         than the amount of such Taxes, Claims, costs or expenses in respect of
         which the reimbursement or indemnification was paid by Lessee, reduced
         by all prior payments by such Tax Indemnitee under this Section 13(e)
         in respect of such amount; any payment to the Lessee which is so
         limited shall, to the extent of such unpaid excess, be carried over and
         shall be available to offset any future obligations of the Lessee under
         this Section 13). If such repaid Tax benefit is thereafter lost, the
         additional Tax payable shall be treated as a Tax indemnifiable
         hereunder without regard to the exclusions set forth in Section 13
         (other than clause (c)(7)).

               (2) Upon receipt by a Tax Indemnitee of a refund or credit of all
         or part of any Taxes paid or indemnified against by the Lessee or tax
         benefit (other than one described in paragraph 1), which refund, credit
         or tax benefit was not previously taken into account in determining the
         amount of the Lessee's payment to such Tax



                                       71
                                                         Participation Agreement
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         Indemnitee, such Tax Indemnitee shall pay to the Lessee, on an
         After-Tax Basis, an amount equal to the amount of such refund, credit
         or tax benefit plus any interest received by or credited to such Tax
         Indemnitee with respect to such refund; provided, however, that no such
         payment shall be made as long as a Payment Default or a Lease Event of
         Default is continuing.

               (3) The Tax Indemnitee will, at the Lessee's expense, pursue
         refunds and tax benefits that would result in any such payments to the
         Lessee, but only if the Tax Indemnitee has been notified in writing by
         the Lessee that such refunds or tax benefits are available.

         (f) PROCEDURES. Any amount payable to a Tax Indemnitee pursuant to
paragraph 13(b) shall be paid within thirty (30) days after receipt of a written
demand therefor from such Tax Indemnitee accompanied by a written statement
describing in reasonable detail the basis for such indemnity and the computation
of the amount so payable, provided, however, that such amount need not be paid
prior to the later of (i) the date on which such Taxes are due or (ii) in the
case of amounts which are being contested pursuant to paragraph 13(f) hereof,
the time such contest (including all appeals permitted hereunder) is finally
resolved. Any amount payable to the Lessee pursuant to paragraph 13(e) shall be
paid within twenty (20) days of the day on which a return (including estimated
tax returns) is filed reflecting such Tax benefit or within twenty (20) days
after the Tax Indemnitee actually receives a refund giving rise to a payment
under paragraph 13(e), and shall be accompanied by a written statement by the
Tax Indemnitee setting forth in reasonable detail the basis for computing the
amount of such payment. Within thirty (30) days following the Lessee's receipt
of any computation from the Tax Indemnitee, the Lessee may request that an
accounting firm reasonably acceptable to the Lessee determine whether such
computations of the Tax Indemnitee are correct. Such accounting firm shall be
requested to make the determination contemplated by this paragraph 13(f) within
thirty (30) days of its selection. In the event such accounting firm shall
determine that such computations are incorrect, such firm shall determine what
it believes to be the correct computations. The Tax Indemnitee shall cooperate
with such accounting firm and supply it with all information necessary to permit
it to accomplish such determination. The computations of such accounting firm
shall be final, binding and conclusive upon the parties and the Lessee shall
have no right to inspect the books, records or tax returns of the Tax Indemnitee
to verify such computation or for any other purpose. All fees and expenses of
the accounting firm payable under this Section 13(f) shall be borne by the
Lessee, except that if such accounting firm's computation shall result in a
decrease in the amount due from, or an increase in the amount payable to, the
Lessee by more than the greater of 5% or $10,000, then the Tax Indemnitee shall
bear the cost of such accounting firm.

         (g) CONTEST. If any claim or proposed claim or proposed assessment
shall be made in writing against any Tax Indemnitee or if any proceeding shall
be commenced against any Tax Indemnitee (including a written notice of such
proceeding) for any Tax as to which the Lessee may have an indemnity obligation,
or if any Tax Indemnitee shall determine that any Tax as to which the Lessee may
have an indemnity obligation may be payable, such Tax Indemnitee shall promptly
(and in any event, within the earlier of fifteen (15) Business Days of the Tax



                                       72
                                                         Participation Agreement

<PAGE>   78

Indemnitee's receipt of any claim or proposed claim or two (2) days before
payment is due) notify the Lessee in writing and shall not take any action with
respect to such claim, proceeding or Tax without the consent of the Lessee for
thirty (30) days after receipt of such notice by the Lessee unless the failure
to take action could result in the imposition of penalties or fines or material
danger of sale, forfeiture or loss; provided, however, that any failure to
provide such notice shall not relieve the Lessee of any obligation to indemnify
any Tax Indemnitee hereunder unless the Lessee is materially adversely affected
as a result of such failure; provided, further, however, that if such Tax
Indemnitee shall be required by law or regulation to take action with respect to
any such claim, proceeding or Tax prior to the end of such thirty (30) day
period such Tax Indemnitee shall, in such notice to the Lessee, so inform the
Lessee and such Tax Indemnitee shall not take any action with respect to such
claim, proceeding or Tax without the consent of the Lessee before the date on
which such Tax Indemnitee shall be required to take action. If, within thirty
(30) days after its receipt of such notice (or such shorter period referred to
in the preceding sentence), the Lessee shall request in writing that such Tax
Indemnitee contest the imposition of such Tax, the Tax Indemnitee shall, at the
expense of the Lessee, in good faith contest (including by pursuit of appeals,
excluding any requirement to appeal to the U.S. Supreme Court), and shall not
settle without the Lessee's consent, or if such contest can be pursued
independently from any other proceeding involving a Tax liability of such Tax
Indemnitee (a "LESSEE-CONTROLLED CONTEST"), the Tax Indemnitee shall allow the
Lessee to contest the validity, applicability or amount of such Tax (other than
withholding or net income Taxes indemnifiable hereunder) by, in the sole
discretion of the Person conducting such contest, taking into account the
recommendations of the other party:

                         (1) resisting payment thereof;

                         (2) not paying the same except under protest, if
               protest shall be necessary and proper; or

                         (3) if payment shall be made, using reasonable efforts
               to obtain a refund thereof in appropriate administrative and
               judicial proceedings; or

                         (4) taking such other action as is reasonably requested
               by the Lessee from time to time;

               provided, however, that in no event shall such Tax Indemnitee be
         required to contest (or permit the Lessee to contest) the imposition of
         any Tax for which the Lessee may be obligated unless: (t) if a Payment
         Default or a Lease Event of Default shall have occurred and be
         continuing, Lessee shall either (I) provide security for such tax
         indemnity obligations that is reasonably acceptable to such Tax
         Indemnitee or (II) pay such Tax, (u) in the case of net income Taxes
         indemnifiable hereunder, the amount of the claim and all future related
         claims exceeds $25,000, (v) [INTENTIONALLY OMITTED] (w) in the case of
         a Lessee-Controlled Contest, the Lessee shall have acknowledged in
         writing its liability hereunder if the contest is unsuccessful,
         provided that such acknowledgement shall be of no force and effect if
         the final determination of such Lessee-Controlled Contest, or the facts
         and circumstances underlying such final determination demonstrates



                                       73
                                                         Participation Agreement
<PAGE>   79

         that the basis for an adverse determination was one for which
         indemnification is not required under Section 13(b) and 13(c), (x) the
         Lessee shall have agreed to pay such Tax Indemnitee all reasonable
         costs and expenses that such Tax Indemnitee shall incur in connection
         with contesting such claim (including all reasonable legal and
         accounting fees and disbursements and internally allocated time
         charges), (y) the Certificate Holders shall have reasonably determined
         that action to be taken will not result in any material danger of sale,
         forfeiture or loss of the Sites or any portion thereof or interest
         therein, and (z) if such contest shall involve payment of the claim,
         the Lessee shall advance the amount thereof, plus interest, penalties
         and additions to Tax with respect thereto, to such Tax Indemnitee on an
         interest-free basis and on an After-Tax Basis to such Tax Indemnitee.
         The Tax Indemnitee shall consult in good faith with the Lessee
         regarding the conduct of any contest controlled by such Tax Indemnitee
         and shall allow the Lessee to attend all hearings and conferences with
         tax authorities (or portions of hearings or conferences) at which
         unrelated issues are not discussed and to comment upon all related
         submissions in such Tax Indemnitee-controlled contests and vice versa.
         Notwithstanding the above, a Tax Indemnitee may settle and will not be
         required to contest the imposition of any Taxes if such Tax Indemnitee
         shall waive its right to indemnity with respect to such Taxes and all
         future related Taxes (including any Taxes for which the contest would
         serve as precedent), and shall have paid to the Lessee any and all
         funds paid by the Lessee to such Tax Indemnitee with regard to such
         contested amount (other than those described in clause (x) of this
         Section 13(f)) plus any interest which the Lessee paid on such funds.
         Any contest by the Lessee or at the Lessee's request shall be subject
         to the following requirements: (i) such contest shall be conducted in
         good faith by appropriate proceedings which have the effect of staying
         the enforcement of the lien for such Taxes and the sale, forfeiture or
         other loss of the applicable Site during the pendency of such contest,
         (ii) none of the Lessor, the Trustee, the Agent and the Participants
         shall be subject to any risk of criminal liability or material civil
         liability (for which they are not indemnified in a manner reasonably
         satisfactory to the appropriate party) by virtue of the matters being
         contested or such proceedings, and (iii) the Lessee, in accordance with
         prudent practice, has set aside adequate reserves for the payment
         thereof and has provided evidence reasonably acceptable to the Agent,
         the Lessor and the Participants of such reserves.

         (h) REPORTS. In the event any report, return or statement or any
certification or procedure (a "FILING") with respect to Taxes is required to be
made with respect to any Tax in the nature of a sales Tax, use Tax or ad valorem
Tax or any other Tax imposed by a jurisdiction in which a Site is located that
may be subject to indemnification under this Section 13, the Lessee will, at the
Lessee's expense, either prepare and file such Filing (and in the case of such
Filing which is required to be filed on the basis of individual Sites, such
Filing shall be prepared and filed in such manner as to show, if required, the
interests of each Tax Indemnitee in such Sites) or, if it shall not be permitted
to file the same, it will notify each Tax Indemnitee of such reporting
requirements, prepare such Filing in such manner as shall be reasonably
satisfactory to each Tax Indemnitee and deliver the same to each Tax Indemnitee
within a reasonable period prior to the date the same is to be filed; provided,
however, that the relevant Tax Indemnitees shall have



                                       74
                                                         Participation Agreement
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furnished the Lessee, at the Lessee's request and expense, within a reasonable
time, with such information, not within the control of (nor reasonably available
to) the Lessee, in such Tax Indemnitee's control (or which is reasonably
available to such Tax Indemnitee) and is necessary to complete such Filing.

         (i) NON-PARTIES. If a Tax Indemnitee is not a party to this Agreement,
Lessee may require the Tax Indemnitee to agree in writing, in a form reasonably
acceptable to Lessee, to the terms of this Section 13 prior to the Lessee being
obligated to make any payment to such Tax Indemnitee under this Section 13.

         (j) SURVIVAL. The provisions of this Section 13 shall continue in full
force and effect, notwithstanding the expiration or termination of any Operative
Document, until all obligations hereunder have been met and all liabilities
hereunder paid in full.

         (k) CONSTRUCTION PERIOD. Notwithstanding the foregoing, during the
Construction Period, (i) the Lessor, in lieu of the Lessee, shall indemnify
Participant Indemnitees under this Section 13, to the same extent that the
Lessee is obligated to so indemnify such parties absent the provisions of this
subsection (k), (ii) the Lessee will indemnify the Lessor for all obligations of
the Lessor under this subsection (k), and (iii) the Lessor hereby assigns to
each of the Participant Indemnitees the Lessor's right to indemnification by the
Lessee under this subsection (k) to the extent of any claim by the respective
Participant Indemnitee under this Section 13. Any indemnification by the Lessor
shall be subject to all of the provisions of this Section 13 to the same extent
as applicable to indemnification by the Lessee under this Section 13.

SECTION 13. GENERAL INDEMNITY.

         (a) INDEMNIFICATION. The Lessee does hereby assume liability for, and
does hereby agree to indemnify, defend, protect, save and keep harmless, on an
After-Tax Basis, each Indemnified Person from and against any and all
liabilities, obligations, losses, damages, penalties, claims (including, without
limitation, claims involving strict or absolute liability in tort, warranty
claims, claims based on negligence, products liability or statutory liability or
claims for enforcement, cleanup, removal, response, remedial or other actions or
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief pursuant to any Environmental Law or alleged injury or threat
of injury, to health, safety, the environment or natural resources), actions,
suits, costs, expenses and disbursements (including, without limitation,
reasonable legal fees and expenses and Trustee's Expenses) of any kind and
nature whatsoever (all of the foregoing being referred to as Claims) which may
be imposed on, incurred by or asserted against such Indemnified Person, whether
or not such Indemnified Person shall also be indemnified as to any such Claim by
any other Person, in any way relating to or arising out of:

               (1) this Participation Agreement or any other Operative Document,
         or any document contemplated hereby or thereby; or the execution,
         delivery or performance or non-performance or enforcement of any of the
         terms of this



                                       75
                                                         Participation Agreement
<PAGE>   81

         Participation Agreement or any other Operative Document by the Lessee,
         Lessor, the Trustee or the Participants or any other Person;

               (2) the Sites or any part thereof or the purchase (including the
         obligations of the Lessor arising under the Purchase Agreement and the
         documents executed and delivered pursuant to the Purchase Agreement),
         design, financing, refinancing, construction, acceptance, rejection,
         ownership, acquisition, delivery, non-delivery, occupancy, lease,
         ground lease, sublease, rental, preparation, installation,
         modification, substitution, possession, use, non-use, operation,
         maintenance, condition, registration, repair, transportation, transfer
         of title, any action taken by Lessee or requested by Lessee under
         Section 8(d) of the Master Lease, abandonment, rental, sale (including,
         without limitation, any sale pursuant to the Master Lease), retirement,
         return, or other disposition of the Sites or any part thereof or any
         accident in connection therewith (including, without limitation, latent
         and other defects, whether or not discoverable, whether preexisting or
         not and any Claim for patent, trademark or copyright infringement) or
         the failure of any Site to be located wholly within the Land Interest
         related thereto;

               (3) the performance of any labor or services or the furnishing of
         any materials or other property in respect of the Sites or any part
         thereof by or on behalf of or with the knowledge of the Lessee or any
         Affiliate of the Lessee;

               (4) any negligence or tortious acts on the part of the Lessee or
         any Affiliate of the Lessee or any agents, contractors, sublessee,
         franchisees, licensees or invitees thereof;

               (5) any alterations, changes, modifications, new construction or
         demolition of any of the Sites or any part thereof;

               (6) any violation of law; or any breach of any covenant, warranty
         or representation in any Operative Document or any certificate required
         to be delivered pursuant to any Operative Document by the Lessee or any
         Affiliate of the Lessee;

               (7) to the extent permitted by Applicable Law, any offer, issue,
         sale, purchase or delivery of any interest in the Trust (including the
         Certificates) or the Notes, or any similar interest or in any way
         resulting from or arising out of the Trust Agreement and, the Trust
         authorized by the Lessee (including the initial syndication of the
         Notes and Certificates) consummated after the Documentation Date, but
         not the resale thereof by any Participant or any transferee of any
         Certificate, any Note or any interest therein (including Claims arising
         under or resulting from applicable Federal, state or foreign securities
         laws or common law);



                                       76
                                                         Participation Agreement
<PAGE>   82

               (8) the imposition of any Lien on any of the Sites (other than
         Permitted Liens or Lessor Liens) or the enforcement of any agreement,
         restriction or legal requirement affecting any of the Sites;

               (9) a disposition of the Sites or any part thereof in connection
         with a termination of the Master Lease pursuant to Sections 11 or 16 of
         the Master Lease;

               (10) subject to the accuracy of any Participant's representation
         set forth in Section b(a)(vi)(a), as to such Participant, the
         transactions contemplated by the Master Lease or by any other Operative
         Document, in respect of the application of Parts 4 and 5 of Subtitle B
         of Title I of ERISA and any prohibited transaction described in Section
         4975(c) of the Code; or

               (11) the presence, Release or threat of Release into the
         environment of any Hazardous Substances; the presence on or under any
         Sites of any Hazardous Substances, or any Releases, threats of Release
         or discharges of any Hazardous Substances on, under or from any Sites,
         irrespective of when such presence, Release, threat of Release or
         discharge of Hazardous Substances occurred or originated; any activity
         carried on or undertaken on or off any Sites in connection with the
         handling, treatment, removal, storage, decontamination, clean-up,
         transport or disposal of any Hazardous Substances (including, without
         limitation, from any corrective action plan and the development and
         implementation thereof); any residual contamination on, under or from
         any Sites and affecting any natural resources or any property of
         others; in any and all such circumstances irrespective of whether any
         of such activities were undertaken in accordance with Applicable Law,
         or whether claims with respect thereto are made pursuant to
         Environmental Law.

DURING THE LEASE TERM OF ANY SITES, THE LESSEE AGREES THAT NEITHER THE
CERTIFICATE HOLDERS, THE TRUST, NOR THE TRUSTEE (INCLUDING WILMINGTON TRUST
COMPANY, INDIVIDUALLY) SHALL BE LIABLE TO THE LESSEE FOR ANY CLAIM CAUSED
DIRECTLY OR INDIRECTLY BY THE INADEQUACY OF SUCH SITES OR ANY PART THEREOF FOR
ANY PURPOSE OR ANY DEFICIENCY OR DEFECT THEREIN OR ANY FAILURE OF TITLE WITH
RESPECT THERETO (OTHER THAN BY VIRTUE OF LESSOR LIENS OR THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE CERTIFICATE HOLDERS OR THE TRUSTEE) OR THE USE OR
MAINTENANCE THEREOF OR ANY REPAIRS, SERVICING OR ADJUSTMENTS THERETO OR ANY
DELAY IN PROVIDING OR FAILURE TO PROVIDE ANY THEREOF OR ANY INTERRUPTION OR LOSS
OF SERVICE OR USE THEREOF OR ANY LOSS OF BUSINESS, ALL OF WHICH SHALL BE THE
RISK AND RESPONSIBILITY OF THE LESSEE.



                                       77
                                                         Participation Agreement
<PAGE>   83

         (b) SURVIVAL. Unless otherwise expressly provided in the Operative
Documents, the obligations, agreements, rights and liabilities of the Lessee,
the Trustee and each Indemnified Person arising under this Section shall
continue in full force and effect, notwithstanding the expiration or other
termination of the Master Lease or this Participation Agreement. Until all
obligations arising under the Operative Documents have been met, all liabilities
arising under this Section 14 shall be enforceable by the Lessee, the Trustee
and each Indemnified Person and their successors, assigns and agents.

         (c) CERTAIN EXCEPTIONS. Notwithstanding the foregoing, the Lessee shall
not assume liability for or indemnify, defend, protect, save and keep harmless
pursuant to Section 14(a) hereof (i) any Indemnified Person from and against any
Claims to the extent arising out of any act, occurrence or omission (other than
(x) an act or omission of, or an occurrence caused by, or attributable to, the
Lessee or (y) for any Site, if the Lessee shall duly exercise and consummate the
Sale Option with respect to such Site, occurring during or attributable to any
period ending on or before the consummation of such Sale Option) on, under, in
or from any Site after the Return Date with respect to such Site; (ii) any
Indemnified Person for any Claim that is a Tax or a loss of Tax benefits or the
costs and expenses of contesting any Tax or loss of tax benefits, except to
provide indemnification under this Section 14 on an After-Tax Basis; (iii) any
Indemnified Person for any Claim to the extent it results from any failure on
the part of such Indemnified Person to comply with any representation, warranty,
agreement or covenant of such Indemnified Person in favor of the Lessee in any
Operative Document unless such failure to comply resulted in whole or in part
from any default by the Lessee under any Operative Document; provided, however,
that the failure of any Indemnified Person to comply with any such
representation, warranty, agreement or covenant shall not affect the rights of
any other Indemnified Person hereunder; (iv) any Indemnified Person for any
Claim to the extent resulting from acts which would constitute the willful
misconduct or gross negligence of such Indemnified Person or a related
Indemnified Person; (it being agreed that for purposes of this clause (iv) the
Trustee shall be deemed a related Indemnified Person of the Certificate Holders
only to the extent it acts on the written instructions of the Certificate
Holders) provided: (A) negligence or gross negligence or willful misconduct will
not be imputed to such Indemnified Person, the Certificate Holders or any
related Indemnified Person solely as a result of the Trustee's ownership of
Sites; (B) the willful misconduct or gross negligence of an Indemnified Person
shall not affect the rights of any other Indemnified Person hereunder; and (C)
with respect to the Trustee, it shall not constitute willful misconduct or gross
negligence of Wilmington Trust Company to rely on the written instructions of
the Certificate Holders; (v) a transfer of any Note or any interest therein by
any Lender or any Certificate or any interest in the Trust by Certificate
Holders or Trustee (other than to Lessee or an Affiliate of Lessee or as the
result of or during a Lease Event of Default or an Event of Loss); or (vi) any
Claim to the extent resulting from the imposition of any Lessor Lien.

         The indemnities set forth in this Section shall not constitute a
guarantee, representation or warranty to any Indemnified Person of or as to the
value or useful life of any Site.

         (d) CLAIMS PROCEDURE. An Indemnified Person shall, after obtaining
actual knowledge thereof, promptly notify Lessee of any Claim as to which
indemnification is sought (unless



                                       78
                                                         Participation Agreement
<PAGE>   84

Lessee theretofore has notified such Indemnified Person of such Claim, which
notice shall specify the basis for the Claim, the other parties, if any,
involved in the Claim, the amount of the Claim and the status of any legal
proceedings with respect to the Claim and shall have attached thereto any and
all documents relating to the Claim, including copies of any legal pleadings
received by the Indemnified Party in connection with the Claim); provided,
however, that the failure to give such notice shall not release Lessee from any
of its obligations under this Section 14, except to the extent that failure to
give notice of any action, suit or proceeding against such Indemnified Person is
shown to increase the amount of the payment that is required to be made by the
Lessee in connection with such Claim from the amount of the payment that would
have been payable if the failure to give notice had not occurred. Subject to the
following paragraph, Lessee agrees to defend such Claim and shall at its sole
cost and expense be entitled to defend such Claim and to control, and shall
assume full responsibility for, the defense of such Claim; provided, however,
that Lessee shall keep the Indemnified Person that is the subject of such
proceeding fully apprised of the status of such proceeding and shall provide
such Indemnified Person with all information with respect to such proceeding as
such Indemnified Person reasonably requests; and provided, further, that in the
event Lessee fails to defend such Claim, Lessee shall pay the reasonable costs
and expenses (including reasonable legal fees and expenses) of the Indemnified
Person in defending such Claim. Where the Lessee is obligated hereunder to pay
the expenses of an Indemnified Person or Indemnified Persons, the Lessee shall
not be liable for the fees and expenses of more than one counsel in each
relevant jurisdiction for each of (A) the Certificate Holders, (B) the Trustee,
(c) the Agent, and (D) the Lenders as a group.

         Notwithstanding any of the foregoing to the contrary, Lessee shall not
be entitled to control and assume responsibility for the defense of such Claim
if (1) a Lease Default or Lease Event of Default exists, and the Indemnified
Person notifies Lessee that it is no longer permitted to control the defense of
such Claim, (2) such proceeding involves any material danger of the sale,
forfeiture or loss of, or the creation of any Lien (other than any Permitted
Lien) on, any Site, (3) the amounts involved, in the good faith opinion of such
Indemnified Person, are likely to have a materially adverse effect on the
business of such Indemnified Person other than the ownership, leasing and
financing of the Sites, (4) in the good faith opinion of such Indemnified
Person, there exists an actual or potential conflict of interest such that it is
advisable for such Indemnified Person to retain control of such proceeding or
(5) such Claim or liability involves the possibility of criminal actions or
liability to such Indemnified Person. In the circumstances described in clauses
(1) through (5), the Indemnified Person shall be entitled to control and assume
responsibility for the defense of such Claim or liability at the expense of
Lessee and in such event shall conduct such defense in good faith and by
appropriate proceedings. However, the circumstances described in clauses (3) and
(4), Lessee shall be entitled, at its sole expense, to participate in, but not
control, such defense and employ separate counsel in connection with its
participation in such proceedings. In addition, any Indemnified Person, at its
own expense, may (A) participate in any proceeding controlled by Lessee pursuant
to this Section 14(d) and (B) employ separate counsel. Lessee may in any event
participate in all such proceedings at its own cost. Nothing contained in this
Section 14(d) shall be deemed to require an Indemnified Person



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                                                         Participation Agreement
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to contest any Claim or to assume responsibility for or control of any judicial
proceeding with respect thereto.

         (e) SUBROGATION. If a Claim indemnified by Lessee under this Section 14
is paid in full by Lessee and/or an insurer under a policy of insurance
maintained by Lessee, or if payment of the Claim has otherwise been provided for
in full in a manner reasonably satisfactory to the Indemnified Person, Lessee
and/or such insurer, as the case may be, shall be subrogated to the extent of
such payment (or provision) to the rights and remedies of the Indemnified Person
(other than under insurance policies maintained by such Indemnified Person) on
whose behalf such Claim was paid (or provided for) with respect to the act or
event giving rise to such Claim. So long as no Payment Default and no Lease
Event of Default exists, if an Indemnified Person receives any refund, in whole
or in part, with respect to any Claim paid by Lessee hereunder, it shall
promptly pay over the amount refunded (but not in excess of the amount Lessee or
any of its insurers has paid in respect of such Claim paid or payable by such
Indemnified Person on account of such refund) to Lessee; provided, however, if
any Payment Default or Lease Event of Default exists, any such refund shall be
retained by, or the Indemnified Person shall pay the refund over to, the Lessor
to be held and applied against amounts payable by the Lessee hereunder and under
the other Operative Documents.

         (f) INSURED CLAIMS. In the case of any Claim indemnified by the Lessee
hereunder which is covered by a policy of insurance maintained by or for the
benefit of the Lessee, each Indemnified Person agrees to cooperate, at the
expense of the Lessee, with the insurers in the exercise of their rights to
investigate, defend or compromise such Claim as may be required to retain the
benefits of such insurance with respect to such Claim (but the failure of any
Indemnified Person to do so shall not relieve the Lessee of its obligation to
indemnify such Indemnified Person except to the extent that the Lessee or its
insurer is materially prejudiced as a result of such failure).

         (g) WAIVER OF CERTAIN CLAIMS. To the extent permitted by Applicable
Law, Lessee hereby waives and releases any Claim now or hereafter existing
against any Indemnified Person arising out of death or personal injury to
personnel of Lessee (including its directors, officers, employees, agents and
servants), loss or damage to property of Lessee or its Affiliates, of the loss
of use of any property of Lessee or its Affiliates, which may result from or
arise out of the condition, use or operation of the Sites during the Lease Term
and the Renewal Term, if any, including, without limitation, any latent or
patent defect whether or not discoverable.

         (h) CONSENT. Unless a Lease Event of Default exists, the Lessee shall
not be liable hereunder for any settlement of any loss, claim, damage, liability
or action effected without its prior consent.

         (i) CONSTRUCTION PERIOD. Notwithstanding the foregoing, during the
Construction Period, (i) with respect to any Claims that arise with respect to
the Construction Portion of a Site, the Lessor, in lieu of the Lessee, shall
indemnify all Participant Indemnitees under this Section 14, to the same extent
that the Lessee is obligated to so indemnify such parties absent the provisions
of this subsection (i). Any indemnification by the Lessor shall be subject to
all of the



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provisions of this Section 14 to the same extent as applicable to
indemnification by the Lessee under this Section 14.

SECTION 14. TRANSACTION EXPENSES.

         The Lessee agrees, for the benefit of the Lessor, the Certificate
Holders and the Lenders, that:

         (a) TRANSACTION EXPENSES.

                           (1) The Lessee shall pay, or cause to be paid, from
                  time to time all Transaction Expenses in respect of the
                  transactions on the Documentation Date, each Site Acquisition
                  Date and each Funding Date; provided, however, that if the
                  Lessee has not received written invoices therefor at least
                  five (5) Business Days prior to a particular date, such
                  Transaction Expenses shall be paid within thirty (30) days
                  after the Lessee has received written invoices therefor.
                  Transaction Expenses may, subject to the conditions hereof
                  (including without limitation the last sentence of Section
                  3(a)(1)), be paid with the proceeds of an Advance in
                  accordance with the Construction Budget.

                           (2) The Lessee shall pay or cause to be paid all
                  Transaction Expenses incurred by the Agent, the Lessor, any
                  Lender or any Certificate Holder and, in the case of clause
                  (iv) below, incurred by any of the other parties to this
                  Agreement, (i) in entering into any future amendments or
                  supplements with respect to any of the Operative Documents,
                  whether or not such amendments or supplements are ultimately
                  entered into, (ii) giving or withholding of waivers or
                  consents, pursuant to any Operative Document, in each case
                  which have been requested by or approved by the Lessee, (iii)
                  in connection with any purchase of the Property by the Lessee
                  or other Person pursuant to Section 6 of the Master Lease and
                  (iv) in respect of enforcement of any of their rights or
                  remedies against the Lessee or any other Affiliate of the
                  Lessee in respect of the Operative Documents.

         (b) BROKERS' FEES AND STAMP TAXES. The Lessee shall pay or cause to be
paid any brokers' fees (other than brokers' fees that are payable solely as a
result of any Participant's breach of the representation set forth in Section
6(a)(vii)) and any and all stamp, transfer and other similar taxes, fees and
excises, if any, including any interest and penalties, which are payable in
connection with the transactions contemplated by this Participation Agreement
and the other Operative Documents.

         (c) LOAN AGREEMENT AND RELATED OBLIGATIONS. Except as provided in
Section 15(a)(1), the Lessee shall pay, before the delinquency date thereof, all
costs, expenses and other amounts (other than principal and interest on the
Loans which are payable to the extent otherwise required by the Operative
Documents) required to be paid by the Lessor under the Loan Agreement, the
Lender Mortgage, the Assignment of Leases and Rents and the Construction Agency
Agreement

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Assignment provided, however, that during the Construction Period, any such
amounts shall be payable with respect to the Construction Portion of the Site by
Lessor out of the proceeds of Advances requested pursuant to a Funding Request.

SECTION 15. CONSENT TO JURISDICTION.

         (a) CHOICE OF LAW. THE OPERATIVE DOCUMENTS (OTHER THAN THOSE CONTAINING
A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1
ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE
STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL
BANKS.

         (b) CONSENT TO JURISDICTION. THE PARTIES TO THE OPERATIVE DOCUMENTS
HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND SUCH PARTIES
HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING
MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVE ANY
OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION
OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT
FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT, ANY LENDER OR ANY
CERTIFICATE HOLDER TO BRING PROCEEDINGS AGAINST THE LESSEE OR THE CONSTRUCTION
AGENT IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
LESSEE OR THE CONSTRUCTION AGENT AGAINST THE AGENT, ANY LENDER OR ANY
CERTIFICATE HOLDER OR ANY AFFILIATE OF THE AGENT, ANY LENDER OR ANY CERTIFICATE
HOLDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH ANY OPERATIVE DOCUMENT SHALL BE BROUGHT ONLY IN A
COURT IN CHICAGO, ILLINOIS.

         (c) WAIVER OF JURY TRIAL. THE PARTIES TO THE OPERATIVE DOCUMENTS HEREBY
VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH ANY OPERATIVE DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER.

         (d) SERVICE OF PROCESS. Each of the Lessee, the Construction Agent and
the Parent Guarantor hereby agrees that service of all writs, process and
summonses in any such suit, action or proceeding brought in the State of
Illinois may be made upon CT Corporation System (the


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                                                         Participation Agreement
<PAGE>   88


"PROCESS AGENT"), presently located at 208 South LaSalle Street, Chicago,
Illinois 60604 and each of the Lessee, the Construction Agent and the Parent
Guarantor hereby irrevocably appoints the Process Agent its true and lawful
attorney-in-fact in its name, place and stead to accept such service of any and
all such writs, process and summonses, and agrees that the failure of the
Process Agent to give any notice of any such service of process to the Lessee,
the Construction Agent or the Parent Guarantor, as the case may be, shall not
impair or affect the validity of such service or of any proceeding. Each of the
Lessee, the Construction Agent and the Parent Guarantor hereby further
irrevocably consents to the service of process in any such suit, action or
proceeding in said courts by the transmitting thereof by the Agent, the Lenders
or the Certificate Holders or their respective assignees by facsimile, telex or
telegram, to the Lessee, the Construction Agent or the Parent Guarantor, as the
case may be, addressed as provided herein if such process is actually received
by such party. Nothing herein shall in any way be deemed to limit the ability of
the Agent, the Lenders or the Certificate Holders or their respective assignees
to serve any such writs, process or summonses in any manner permitted by
applicable law or to obtain jurisdiction over the Lessee, the Construction Agent
or the Parent Guarantor, as the case may be, in such other jurisdictions, and in
such manner, as may be permitted by applicable law. Each of the Lessee, the
Construction Agent and the Parent Guarantor agrees that a final judgment in any
such suit, action or proceeding shall be conclusive and may be enforced in other
jurisdictions by any suit on the judgment or in any other manner provided by
applicable law. Each of the Lessee, the Construction Agent and the Parent
Guarantor agrees to pay, as and when due, all fees and costs of the Process
Agent from time to time.

SECTION 16. LIMITATIONS OF LIABILITY OF TRUSTEE.

         It is expressly understood and agreed by and among the parties hereto
that, except as otherwise expressly provided herein or therein, each of this
Participation Agreement and the other Operative Documents is executed by
Wilmington Trust Company, not individually or personally but solely as Trustee
under the Trust Agreement in the exercise of the power and authority conferred
and vested in it as such Trustee, that each and all of the representations,
undertakings and agreements herein or therein made on the part of the Trustee or
the Trust are intended not as personal representations, undertakings and
agreements by Wilmington Trust Company, or for the purpose or with the intention
of binding Wilmington Trust Company, personally, but are made and intended for
the purpose of binding only the Trust Estate, that nothing herein contained
shall be construed as creating any liability of Wilmington Trust Company, or any
incorporator or any past, present or future subscriber to the capital stock of,
or stockholder, officer or director of Wilmington Trust Company, to perform any
covenant either express or implied contained herein or in the other Operative
Documents to which the Trustee or the Trust is a party, and that so far as
Wilmington Trust Company is concerned, any Person shall look solely to the Trust
Estate for the performance of any obligation hereunder or thereunder or under
any of the instruments referred to herein or therein; provided, however, that
nothing contained in this Section shall be construed to limit in scope or
substance the general corporate liability of Wilmington Trust Company, expressly
provided (i) to the Certificate Holders under the Trust Agreement, (ii) in
respect of those representations, warranties, agreements and covenants of
Wilmington Trust Company expressly set forth in Section 7(a) hereof or in any
Operative Document to which it is a party or (iii) pursuant to the Trust
Agreement, for the gross


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negligence or willful misconduct of Wilmington Trust Company or to exercise the
same degree of care and skill as is customarily exercised by similar
institutions in the receipt and disbursement of moneys under similar
circumstances.

SECTION 17. LIMITATION OF LIABILITY OF CERTIFICATE HOLDERS.

         The Certificate Holders shall not have any obligation or duty to
Trustee, the Lessee, Wilmington Trust Company or to others with respect to the
transactions contemplated hereby, or for any loss arising under the Operative
Documents in respect of a Title Defect, except those obligations or duties of
Certificate Holders expressly set forth in this Participation Agreement and the
other Operative Documents and the Certificate Holders shall not be liable for
performance by any other party of such other party's obligations or duties
hereunder or thereunder. Without limiting the generality of the foregoing, under
no circumstances whatsoever shall the Certificate Holders be liable for any
action or inaction on the part of Trustee in connection with the transactions
contemplated herein, whether or not such action or inaction is caused by the
willful misconduct or gross negligence of Trustee, unless such action or
inaction is taken upon the written instructions of the Certificate Holders or in
violation of the covenants of the Certificate Holders in the Operative
Documents.

SECTION 18. NOTICES.

         All communications, demands, notices, requests and consents provided
for herein shall be given in writing (either by mail, reputable overnight
courier, personal delivery or by confirmed telecopy) and shall become effective,
if given by personal delivery or when given by telecopy, when receipt by the
addressee machine is confirmed, if given by overnight courier, on the Business
Day for which delivery by such courier is scheduled, all fees therefor prepaid,
and if given by mail, five (5) days after deposit in the United States mail,
with proper postage for first-class mail prepaid, addressed: (i) if to the
Certificate Holders, at their respective Designated Offices set forth on
Schedule 2; (ii) if to the Lessor or the Trustee, at Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890,
telecopier number (302) 651-8882 Attention: Corporate Trust Administration;
(iii) if to the Lessee, at 12404 Park Central Drive, Dallas, TX 75251,
telecopier number 972-340-6100 Attention: Treasurer; with a copy to Attention:
General Counsel, telecopier number 972-340-6085; or (iv) if to the Agent or the
Lenders at their respective Designated Offices set forth on Schedule 2, or at
such other address as any party hereto may from time to time designate by notice
duly given in accordance with the provisions of this Section to the other
parties hereto. Lessor hereby directs all parties to send copies of all
communications, demands, notices and consents referred to above to R.V.I.
America Insurance Company, 177 Broad Street, Ninth Floor, Stamford, Connecticut
06901, Attention Tom Cox, Executive Vice President, or at such other address as
such Person may from time to time designate by written notice.


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                                                         Participation Agreement
<PAGE>   90


SECTION 19. SURVIVAL OF REPRESENTATIONS; BINDING EFFECT.

         All agreements, representations and warranties contained in this
Participation Agreement, or in any agreement, document or certificate delivered
pursuant hereto or in connection herewith shall survive the execution and
delivery of this Participation Agreement and the expiration or other termination
of this Participation Agreement and shall be considered relied upon by each
other party hereto regardless of any knowledge or investigation made by or on
behalf of any such party. All agreements, representations and warranties in this
Participation Agreement shall bind the party making the same and its successors
and permitted assigns and shall inure to the benefit of each party for whom made
and all their respective successors and permitted assigns and all Indemnified
Persons.

SECTION 20. THE AGENT.

         (a) APPOINTMENT; NATURE OF RELATIONSHIP. The Agent is hereby appointed
by each of the Participants as its contractual representative hereunder and
under each other Operative Document, and each of the Participants irrevocably
authorizes the Agent to act as the contractual representative of such
Participant with the rights and duties expressly set forth herein and in the
other Operative Documents. The Agent agrees to act as such contractual
representative upon the express conditions contained in this Section 21.
Notwithstanding the use of the defined term "Agent," it is expressly understood
and agreed that the Agent shall not have any fiduciary responsibilities to any
Participant by reason of this Participation Agreement or any other Operative
Document and that the Agent is merely acting as the contractual representative
of the Participants with only those duties as are expressly set forth in this
Participation Agreement and the other Operative Documents. In its capacity as
the Participants' contractual representative, the Agent (i) does not hereby
assume any fiduciary duties to any of the Participants, (ii) is a
"representative" of the Participants within the meaning of Section 9-105 of the
Uniform Commercial Code and (iii) is acting as an independent contractor, the
rights and duties of which are limited to those expressly set forth in this
Participation Agreement and the other Operative Documents. Each of the
Participants hereby agrees to assert no claim against the Agent on any agency
theory or any other theory of liability for breach of fiduciary duty, all of
which claims each Participant hereby waives.

         (b) POWERS. The Agent shall have and may exercise such powers under the
Operative Documents as are specifically delegated to the Agent by the terms of
each thereof, together with such powers as are reasonably incidental thereto.
The Agent shall have no implied duties to the Participants, or any obligation to
the Participants to take any action thereunder except any action specifically
provided by the Operative Documents to be taken by the Agent.

         (c) GENERAL IMMUNITY. Neither the Agent nor any of its directors,
officers, agents or employees shall be liable to the Lessee, the Lessor, the
Participants or any Participant for any action taken or omitted to be taken by
it or them hereunder or under any other Operative Document or in connection
herewith or therewith except to the extent such action or inaction is determined
in a final non-appealable judgment by a court of competent jurisdiction to have


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                                                         Participation Agreement
<PAGE>   91


arisen from the gross negligence (or negligence in the case of the handling and
transfer of funds) or willful misconduct of such Person.

         (d) NO RESPONSIBILITY FOR RECITALS, ETC. Neither the Agent nor any of
its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (a) any statement, warranty or
representation made in connection with any Operative Document or any advances
thereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Operative Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Participant; (c) the satisfaction of any condition specified in Section 9,
except receipt of items required to be delivered solely to the Agent; (d) the
existence or possible existence of any Default or Event of Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any
Operative Document or any other instrument or writing furnished in connection
therewith; (f) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; or (g) the financial condition of the Lessee or
any guarantor of any of the Obligations or of any of the Lessee's or any such
guarantor's respective Subsidiaries. The Agent shall have no duty to disclose to
the Participants information that is not required to be furnished by the Lessee
to the Agent at such time, but is voluntarily furnished by the Lessee to the
Agent (either in its capacity as Agent or in its individual capacity).

         (e) ACTION ON INSTRUCTIONS OF PARTICIPANTS. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
under any other Operative Document in accordance with written instructions
signed by the Required Participants, and such instructions and any action taken
or failure to act pursuant thereto shall be binding on all of the Participants.
The Participants hereby acknowledge that the Agent shall be under no duty to
take any discretionary action permitted to be taken by it pursuant to the
provisions of this Participation Agreement or any other Operative Document
unless it shall be requested in writing to do so by the Required Participants.
The Agent shall be fully justified in failing or refusing to take any action
hereunder and under any other Operative Document unless it shall first be
indemnified to its satisfaction by the Participants pro rata against any and all
liability, cost and expense that it may incur by reason of taking or continuing
to take any such action.

         (f) EMPLOYMENT OF AGENTS AND COUNSEL. The Agent may execute any of its
duties as Agent hereunder and under any other Operative Document by or through
employees, agents, and attorneys-in-fact and shall not be answerable to the
Participants, except as to money or securities received by it or its authorized
agents, for the default or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care. The Agent shall be entitled to advice of
counsel concerning the contractual arrangement between the Agent and the
Participants and all matters pertaining to the Agent's duties hereunder and
under any other Operative Document.

         (g) RELIANCE ON DOCUMENTS; COUNSEL. The Agent shall be entitled to rely
upon any Note, notice, consent, certificate, affidavit, letter, telegram,
statement, paper or document believed by it to be genuine and correct and to
have been signed or sent by the proper person or persons, and, in respect to
legal matters, upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.


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                                                         Participation Agreement
<PAGE>   92


         (h) AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Participants agree
to reimburse and indemnify the Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their
Commitments immediately prior to such termination) (i) for any amounts not
reimbursed by the Lessee for which the Agent is entitled to reimbursement by the
Lessee under the Operative Documents, (ii) for any other expenses incurred by
the Agent on behalf of the Participants, in connection with the preparation,
execution, delivery, administration and enforcement of the Operative Documents
(including, without limitation, for any expenses incurred by the Agent in
connection with any dispute between the Agent and any Participant or between two
or more of the Participants) and (iii) for any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind and nature whatsoever which may be imposed on, incurred by or
asserted against the Agent in any way relating to or arising out of the
Operative Documents or any other document delivered in connection therewith or
the transactions contemplated thereby (including, without limitation, for any
such amounts incurred by or asserted against the Agent in connection with any
dispute between the Agent and any Participant or between two or more of the
Participants), or the enforcement of any of the terms of the Operative Documents
or of any such other documents, provided that no Participant shall be liable for
any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence (or negligence in the case of the handling of funds)
or willful misconduct of the Agent. The obligations of the Participants under
this Section 21(h) shall survive payment of the Obligations and termination of
this Participation Agreement.

         (i) NOTICE OF DEFAULT. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default hereunder unless
the Agent has received written notice from a Participant or the Lessee referring
to this Agreement describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Agent receives such
a notice, the Agent shall give prompt notice thereof to the Participants.

         (j) RIGHTS AS A PARTICIPANT. In the event the Agent is a Participant,
the Agent shall have the same rights and powers hereunder and under any other
Operative Document with respect to its Commitment and its Loans as any
Participant and may exercise the same as though it were not the Agent, and the
term "Participant" or "Participants" shall, at any time when the Agent is a
Participant, unless the context otherwise indicates, include the Agent in its
individual capacity. The Agent and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of trust, debt, equity or other
transaction, in addition to those contemplated by this Participation Agreement
or any other Operative Document, with the Lessee, the Parent Guarantor or any of
its Subsidiaries in which the Lessee, the Parent Guarantor or such Subsidiary is
not restricted hereby from engaging with any other Person. The Agent, in its
individual capacity, is not obligated to remain a Participant.

         (k) PARTICIPANT CREDIT DECISION. Each Participant acknowledges that it
has, independently and without reliance upon the Agent, the Arranger or any
other Participant and based on the financial statements prepared by the Lessee
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into


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<PAGE>   93


this Participation Agreement and the other Operative Documents. Each Participant
also acknowledges that it will, independently and without reliance upon the
Agent, the Arranger or any other Participant and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Participation
Agreement and the other Operative Documents.

         (l) SUCCESSOR AGENT. The Agent may resign at any time by giving written
notice thereof to the Participants and the Lessee, such resignation to be
effective upon the appointment of a successor Agent or, if no successor Agent
has been appointed, forty-five days after the retiring Agent gives notice of its
intention to resign. The Agent may be removed at any time with or without cause
by written notice received by the Agent from the Required Participants, such
removal to be effective on the date specified by the Required Participants. Upon
any such resignation or removal, the Required Participants shall have the right
to appoint, on behalf of the Lessee and the Participants, a successor Agent. If
no successor Agent shall have been so appointed by the Required Participants
within thirty days after the resigning Agent's giving notice of its intention to
resign, then the resigning Agent may appoint, on behalf of the Lessee and the
Participants, a successor Agent. Notwithstanding the previous sentence, the
Agent may at any time without the consent of the Lessee or any Participant,
appoint any of its Affiliates which is a commercial bank as a successor Agent
hereunder. If the Agent has resigned or been removed and no successor Agent has
been appointed, the Participants may perform all the duties of the Agent
hereunder and the Lessee shall make all payments in respect of the Obligations
to the applicable Participant and for all other purposes shall deal directly
with the Participants. No successor Agent shall be deemed to be appointed
hereunder until such successor Agent has accepted the appointment. Any such
successor Agent shall be a commercial bank having capital and retained earnings
of at least $100,000,000. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
resigning or removed Agent. Upon the effectiveness of the resignation or removal
of the Agent, the resigning or removed Agent shall be discharged from its duties
and obligations hereunder and under the Operative Documents. After the
effectiveness of the resignation or removal of an Agent, the provisions of this
Section 21 shall continue in effect for the benefit of such Agent in respect of
any actions taken or omitted to be taken by it while it was acting as the Agent
hereunder and under the other Operative Documents.

         (m) AGENT'S FEE. The Lessee agrees to pay to the Agent, for its own
account, the fees agreed to by the Lessee and the Agent pursuant to the Fee
Letter and the Agent's reasonable fees, costs and expenses for the performance
of Agent's obligations hereunder.

         (n) DELEGATION TO AFFILIATES. The Lessee and the Participants agree
that the Agent may delegate any of its duties under this Participation Agreement
to any of its Affiliates. Any such Affiliate (and such Affiliate's directors,
officers, agents and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification, waiver
and other protective provisions to which the Agent is entitled under Section 13
and 14.


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                                                         Participation Agreement
<PAGE>   94


         (o) EXECUTION OF COLLATERAL DOCUMENTS. The Participants hereby empower
and authorize the Agent to execute and deliver to the Lessee on their behalf any
financing statements and any financing statements, agreements, documents or
instruments as shall be necessary or appropriate to effect the purposes of the
Operative Documents.

         (p) COLLATERAL RELEASES. The Participants hereby empower and authorize
the Agent to execute and deliver to the Lessee on their behalf any agreements,
documents or instruments as shall be necessary or appropriate to effect any
releases of Collateral which shall be permitted by the terms hereof or of any
other Operative Document or which shall otherwise have been approved by the
Required Participants (or, if required by the terms of Section 22(c), all of the
Participants) in writing.

SECTION 21. MISCELLANEOUS.

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

         (b) AMENDMENTS, SUPPLEMENTS, WAIVERS. Neither this Participation
Agreement nor any other Operative Document nor any of the terms hereof or
thereof may be amended, supplemented, waived or modified orally, or terminated
in any manner whatsoever except by written instrument signed by the Lessee (if
such action adversely affects the Lessee), the Agent, two-thirds (by Loan
Balance) of the Lenders, two-thirds (by Equity Amount) of the Certificate
Holders (if such action adversely affects the Certificate Holders) and the
Trustee (if such action adversely affects the Trustee) and Wilmington Trust
Company (if such action adversely affects Wilmington Trust Company), with notice
to or the consent of any insurer which issued a residual value insurance policy
relating to the Site or Sites affected thereby, as required by such residual
value insurance policy; provided, however, that the following actions may not be
taken without the consent of the applicable party:

                           (1) any action which will modify the timing or amount
                  of any payment to such party;

                           (2) any action which requires the consent of such
                  party in its sole discretion if such party has not provided
                  its consent (including, without limitation, consents under the
                  provisions of Section 9(c)(9) and Section 13(g) above);

                           (3) any action which will modify any of the
                  provisions of this Section 22(b), change the definition of
                  "Required Participants" or modify or waive any provision of
                  any Operative Document requiring action by any of the
                  foregoing, or release any collateral (except as otherwise
                  specifically provided in any Operative Document);



                                       89
                                                         Participation Agreement
<PAGE>   95


                           (4) any action which will reduce, modify, amend or
                  waive any indemnities in favor of any Participant, the Agent
                  or the Trustee;

                           (5) modify, amend, waive or supplement any of the
                  provisions of Sections 11, 12, 14, 15 or 16 of the Master
                  Lease;

                           (6) consent to any assignment of the Master Lease or
                  other Operative Document releasing the Lessee from its
                  obligations thereunder or changing the absolute and
                  unconditional character of such obligations; or

                           (7) permit the creation of any Lien on any of the
                  Sites or any part thereof except as contemplated by the
                  Operative Documents, or deprive any Participant of the benefit
                  of the security interest and Lien encumbering any of the Sites
                  or a part thereof.

         (c) HEADINGS. The headings of the sections and paragraphs of this
Participation Agreement and the table of contents have been inserted for
convenience of reference only and shall not affect the construction or
interpretation of this Participation Agreement.

         (d) BUSINESS DAY. If the date on which any payment is to be made
pursuant to this Participation Agreement or any other Operative Document is not
a Business Day, then (except as otherwise expressly provided herein of in any
other applicable Operative Document) the payment otherwise payable on such date
shall be payable on the next succeeding Business Day, and, except as may
otherwise be required by the Master Lease, without any additional amount
accruing with respect thereto, with the same force and effect as if made on the
date when such payment is due.

         (e) REPRODUCTION OF DOCUMENTS. This Participation Agreement, all
documents constituting exhibits hereto, and all documents relating hereto
received by a party hereto, including, without limitation, (a) consents,
waivers, amendments and modifications that may hereafter be executed, (b)
documents received by Certificate Holders in connection with Trustee's purchase
of the Sites, and (c) financial statements, certificates, and other information
previously or hereafter furnished to Certificate Holders or Trustee may be
reproduced by the party receiving the same by any photographic, photostatic,
microfilm or other similar process. Each party hereto agrees and stipulates
that, to the extent permitted by law, any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding
(whether or not such reproduction was made by such party in the regular course
of business) and that, to the extent permitted by Applicable Law, any
enlargement, facsimile, or further reproduction of such reproduction shall
likewise be admissible in evidence.

         (f) OPINIONS. The parties to this Participation Agreement hereby
acknowledge that they have irrevocably instructed their respective counsel to
deliver to and for the benefit of the addressees thereof, the opinions of such
counsel referred to in and required by Section 9 and Section 13(f) of this
Participation Agreement.


                                       90
                                                         Participation Agreement
<PAGE>   96


         (g) ENFORCEMENT. Any provision of this Participation Agreement which
may be determined by competent authority to be prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction. To the extent permitted by Applicable Law, the Lessee hereby
waives any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.

         (h) ENTIRE AGREEMENT. This Participation Agreement, together with the
other Operative Documents, represents the entire agreement of the parties hereto
with respect to the subject matter hereof and supersedes any and all prior
understandings.

         (i) CONFIDENTIALITY. The Agent and the Lessee each agree that the
existence of the Operative Documents (other than the Operative Documents which
are intended by the parties to be filed of record) and the terms and conditions
hereof are confidential and may not be disclosed by either party (the
"DISCLOSING PARTY") to any third party (expressly excluding the Participants
prospective assignees or participants of Participants, the Trustee and any other
party to any of the Operative Documents), without the other party's prior
written consent, except to the extent that such disclosure (i) is required by
Applicable Law, any Governmental Authority or any Governmental Action, (ii) was
or becomes generally available to the public other than as a result of a
disclosure by the Disclosing Party, (iii) is made in connection with the
services to be provided by the Agent pursuant to the Operative Documents, or
(iv) is made on a confidential basis to either party's Subsidiaries and
Affiliates and its and their respective attorneys, accountants, consultants and
tax or other advisors (collectively, "RELATED PARTIES") on a need-to-know basis.

         (j) PRESERVATION OF RIGHTS. No delay or omission of the Participants or
the Agent to exercise any right under the Operative Documents shall impair such
right or be construed to be a waiver of any Event of Default or an acquiescence
therein, and the making of an Advance notwithstanding the existence of an Event
of Default or the inability of the Lessee to satisfy the conditions precedent to
such Advance shall not constitute any waiver or acquiescence. Any single or
partial exercise of any such right shall not preclude other or further exercise
thereof or the exercise of any other right, and no waiver, amendment or other
variation of the terms, conditions or provisions of the Operative Documents
whatsoever shall be valid unless in writing signed by the Participants required
pursuant to Section 22(c), and then only to the extent in such writing
specifically set forth. Except as required by Applicable Law all remedies
contained in the Operative Documents or by law afforded shall be cumulative and
all shall be available to the Agent and the Participants until the Obligations
have been paid in full.

                Lessor and Agent hereby acknowledge and agree that during any
period prior to expiration of the Lease when no Construction Agency Agreement
Event of Default and no Lease Event of Default has occurred and is continuing,
Lessee shall have the right (at no cost to the Lessor or the Agent) to enforce
against ARCO any of the rights that were assigned by Lessee to Lessor pursuant
the Purchase of Assets Agreement Assignment. The Lessee will promptly provide
notice to Lessor and Agent of any such actions from time to time. Upon (i)


                                       91
                                                         Participation Agreement
<PAGE>   97


the occurrence of a Construction Agency Agreement Event of Default, (ii) the
occurrence of a Lease Event of Default, or (iii) the expiration or termination
of the Lease, the Lessee will execute and deliver, or cause to be executed and
delivered, to the Lessor and the Agent such documents as the Lessor or the Agent
shall reasonably request to permit the Lessor and the Agent to pursue any such
rights against ARCO.


                                       92
                                                         Participation Agreement
<PAGE>   98


         IN WITNESS WHEREOF, the parties hereto have each caused this
Participation Agreement to be duly executed by their respective officers
hereunto duly authorized as of the date first above written.



                                      PSC MANAGEMENT LIMITED PARTNERSHIP,
                                      A TEXAS LIMITED PARTNERSHIP, as Lessee,
                                      Construction Agent and Guarantor

                                      By:  PSC GP Corporation, a Delaware
                                           corporation, its sole general partner


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


                                      PEROT SYSTEMS CORPORATION, a Delaware
                                      corporation, as Parent Guarantor


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


                                      PEROT SYSTEMS BUSINESS TRUST NO. 2000-1, a
                                      Delaware business trust, as Lessor and
                                      Trustee


                                      By:  Wilmington Trust Company, not in its
                                           individual capacity, but solely as
                                           trustee of Perot Systems Business
                                           Trust No. 2000-1


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:    Authorized Officer
                                                 -------------------------------


                                                         Participation Agreement
<PAGE>   99


                                      WILMINGTON TRUST COMPANY, a Delaware
                                      banking corporation, in its individual
                                      capacity

                                      By:
                                         ---------------------------------------
                                      Name:
                                           -------------------------------------
                                      Title:       Authorized Officer
                                            ------------------------------------


                                      BANK ONE, NA
                                      as a Lender and as Agent for the Lenders


                                      By:
                                         ---------------------------------------
                                                   Gina A. Norris
                                                   Managing Director


                                      BANC ONE LEASING SERVICES CORP.,
                                      as a Certificate Holder

                                      By:
                                         ---------------------------------------
                                                   William S. Lacy
                                                   President


                                      SUNTRUST BANK, as a Lender and as a
                                      Certificate Holder


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


                                      WELLS FARGO BANK TEXAS, NATIONAL
                                      ASSOCIATION, as a Lender and as a
                                      Certificate Holder

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



                                      BANK OF TEXAS, N.A., as a Lender

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


                                                         Participation Agreement
<PAGE>   100


                                                                   SCHEDULE 1 TO
                                                         PARTICIPATION AGREEMENT



                           COMMITMENTS OF PARTICIPANTS

<TABLE>
<CAPTION>
                                                                 COMMITMENT
PARTICIPANT                                  COMMITMENTS         PERCENTAGE
-----------                                  -----------         ----------
<S>                                         <C>                    <C>
Lenders:                                 Loan Commitments

(Tranche A and Tranche B)
Bank One, NA                                $    33,950,000        37.722222%
Wells Fargo Bank Texas, NA                  $    24,025,000        26.694444%
Suntrust Bank                               $    14,325,000        15.916667%
Bank of Texas, N.A.                         $    15,000,000        16.666667%
                                         ------------------   --------------
Total Loans                                 $    87,300,000        97.000000%

Certificate Holders:                     Equity Commitments

Banc One Leasing Services Corp.             $     1,050,000         1.166667%
Wells Fargo Bank Texas, N.A.                $       975,000         1.083333%
Suntrust Bank                               $       675,000         0.750000%
                                         ------------------   --------------
Total Certificates                          $     2,700,000         3.000000%

TOTAL                                       $    90,000,000       100.000000%
</TABLE>


                                     1 - 1
                                                         Participation Agreement
<PAGE>   101


                                                                   SCHEDULE 2 TO
                                                         PARTICIPATION AGREEMENT

                    NOTICE ADDRESSES AND PAYMENT INSTRUCTIONS

         1.       THE LESSOR AND THE TRUST

                  (A) All payments on account of the Lessor and the Trust shall
         be made by wire transfer of immediately available funds to the
         following Payment Office:

                      Wilmington Trust Company
                      1100 North Market Street
                      Wilmington, Delaware 19890
                      ABA No.  031100092
                      Account Name:    Perot Systems Business Trust No. 2000-1
                      Account Number:  51916-0
                      Attention:  Corporate Trust Administration
                      Telephone:  (302) 651-1000
                      Facsimile:  (302) 427-4745

         with sufficient information to identify the source and application of
         funds. In addition, a confirmation of each payment shall be sent
         concurrently with such payment to the address stated in paragraph (B)
         below.

                  (B) The Designated Office of the Lessor and the Trust is:

                      Wilmington Trust Company
                      Rodney Square North
                      1100 North Market Street
                      Wilmington, Delaware 19890
                      Attention:  Corporate Trust Administration Department

         2.       BANC ONE LEASING SERVICES CORP. AS CERTIFICATE HOLDER

                  (A) All payments on account of Banc One Leasing Services Corp.
         shall be made by wire transfer of immediately available funds to the
         following Payment Offices:

                      Bank One, NA
                      Chicago, Illinois
                      ABA # : 071-000-013
                      Account #: 4811 5286 0000
                      Account of: ___________
                      Reference:  Perot Systems Corporation
                      Attention:  Latonya Driver


                                     2 - 1
                                                         Participation Agreement
<PAGE>   102


         with sufficient information to identify the source and application of
         funds. In addition, a confirmation of each payment shall be sent
         concurrently to the address stated in Section 19 of the Participation
         Agreement.

                  (B) The Designated Office of Banc One Leasing Services Corp.
         is:

                      1 Bank One Plaza
                      Mail Suite IL1-0088
                      Chicago, Illinois 60670

         3.       SUNTRUST BANK, AS CERTIFICATE HOLDER AND AS LENDER

                  (A) All payments on account of SunTrust Bank. shall be made by
         wire transfer of immediately available funds to the following Payment
         Offices:

                      SunTrust Bank
                      ABA#:  061000104
                      Account #:   90088000112
                      Account of:  General Wire Clearing
                      Reference:
                                   ---------------------
                      Attention:
                                   ---------------------

         with sufficient information to identify the source and application of
         funds. In addition, a confirmation of each payment shall be sent
         concurrently to the address stated in Section 19 of the Participation
         Agreement.

                  (B) The Designated Office of SunTrust Bank:


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

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

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


         4.       WELLS FARGO BANK TEXAS, N.A. AS CERTIFICATE HOLDER AND AS
LENDER

                  (A) All payments on account of Wells Fargo Bank, Texas, N.A.
         shall be made by wire transfer of immediately available funds to the
         following Payment Offices:

                           Wells Fargo Bank
                           ABA#:  121000248
                           Account #:  2712-507201
                           Account of:  Commercial Loan Services
                           Reference:   Perot Systems Corp.
                           Attention:  Virginia Davis


                                     2 - 2
                                                         Participation Agreement
<PAGE>   103


         with sufficient information to identify the source and application of
         funds. In addition, a confirmation of each payment shall be sent
         concurrently to the address stated in Section 19 of the Participation
         Agreement.

                  (B) The Designated Office of Wells Fargo Bank Texas, N.A.:

                      Wells Fargo Bank
                      1445 Ross Avenue, 3rd Floor
                      Dallas, Texas  75202

         5.       BANK ONE, NA, AS AGENT AND LENDER

                  (A) All payments on account of Bank One, NA, as Agent for the
         Lenders shall be made by wire transfer of immediately available funds
         to the following Payment Office:

                      Bank One, NA
                      Chicago, Illinois
                      ABA #: 021-000-018
                      Account #: ____________
                      Account of: ____________
                      Reference: ____________
                      Attention: ____________

         with sufficient information to identify the source and application of
         funds. In addition, a confirmation of each payment shall be sent
         concurrently to the address stated in Section 19 of the Participation
         Agreement.

                  (B) The Designated Office of Bank One, NA, as Agent for the
         Lenders is:

                      1 Bank One Plaza
                      Mail Suite IL1-0088
                      Chicago, Illinois 60670

         6.       BANK OF TEXAS, N.A., AS LENDER

                  (A) All payments on account of Bank of Texas, N.A., as Lender
         shall be made by wire transfer of immediately available funds to the
         following Payment Office:

                      Bank of Texas, N.A.
                      ABA #:   11014325
                      Account #:   5289300
                      Account of: Perot Systems Business Trust No. 2000-1, a
                                  Delaware business trust
                      Attention:  Debi Bellus


                                     2 - 3
                                                         Participation Agreement
<PAGE>   104


         with sufficient information to identify the source and application of
         funds. In addition, a confirmation of each payment shall be sent
         concurrently to the address stated in Section 19 of the Participation
         Agreement.

                  (B) The Designated Office of Bank of Texas, N.A., as Lender
         is:

                      Bank of Texas, N.A.
                      5956 Sherry Lane
                      Suite 1100
                      Dallas, Texas  75225

         7. Each of the foregoing payment instructions are subject to change
         from time to time by the applicable recipient (including, without
         limitation, any applicable assignee), by notice made in accordance with
         Section 19 of the Participation Agreement.


                                     2 - 4
                                                         Participation Agreement
<PAGE>   105


                                    EXHIBIT A

                             Form of Trust Agreement


                                   Ex. A - 1
                                                         Participation Agreement
<PAGE>   106


                                    EXHIBIT B

                              Form of Master Lease



                                   Ex. B - 1
                                                         Participation Agreement
<PAGE>   107


                                   EXHIBIT C

                     Form of Annual No Default Certificate



                                   Ex. C - 1
                                                         Participation Agreement
<PAGE>   108



                                   EXHIBIT D-1

                Form of Opinion of In-House Counsel to the Lessee





                                  Ex. D - 1 - 1
                                                         Participation Agreement
<PAGE>   109



                                   EXHIBIT D-2

                Form of Opinion of Special Counsel to the Lessee



                             INCLUDED IN EXHIBIT D-1




                                  Ex. D - 2 - 1
                                                         Participation Agreement
<PAGE>   110


                                    EXHIBIT E

                Form of Opinion of Special Counsel to Wilmington
                            Trust Company and Trustee



                                   Ex. E - 1
                                                         Participation Agreement
<PAGE>   111



                                   EXHIBIT F-1

                        Form of Opinion of Local Counsel



                                 Ex. F - 1 - 1
                                                         Participation Agreement
<PAGE>   112



                                   EXHIBIT F-2

                       Form of Local Counsel Questionnaire




                                  Ex. F - 2 - 1
                                                         Participation Agreement
<PAGE>   113


                                    EXHIBIT G

                         Form of Completion Certificate

                             COMPLETION CERTIFICATE

         To: _________________________, as Perot Systems Business Trust No.
         2000-1, as Lessor

             _________________________, as Agent,

             _________________________, as a Participant,

             _________________________, as a Participant,

                             [list all Participants]

         This Completion Certificate is delivered to you pursuant to Section
         10(a) of the Participation Agreement, date as of [____________], 2000
         (the "PARTICIPATION AGREEMENT"), among PSC Management Limited
         Partnership, (the "LESSEE," "CONSTRUCTION AGENT" or "GUARANTOR") as
         Lessee, Construction Agent and Guarantor, Perot Systems Corporation, as
         Parent Guarantor, Perot Systems Business Trust No. 2000-1, as Lessor,
         Wilmington Trust Company, its trustee, the Persons named on Schedule
         [____] hereto, as Certificate Holders, Bank One, NA, and other such
         Lenders as may from time to time become parties thereto, as Tranche A
         Lenders and Tranche B Lenders, and Bank One, NA, as Agent. Capitalized
         terms used but not otherwise defined herein have the respective
         meanings specified in Appendix A to the Participation Agreement.

         With respect to the Site that is subject to Lease Supplement No. ___
         (the "SUBJECT PROPERTY"), the Construction Agent hereby certifies that:

         (i) The representations and warranties of the Lessee set forth in
         Section 8 of the Participation Agreement and in the other Operative
         Documents are true and accurate with respect to the Subject Property as
         of the date hereof (or if stated to have been made as of an earlier
         date, shall have been true and accurate as of such date).

         (ii) All amounts owing to third parties for the Construction of the
         Improvements on the Subject Property have been paid in full (other than
         obligations for work performed but not yet paid that are to be paid in
         accordance with the last sentence of Section 3(c)(i) of the
         Participation Agreement which the Lessee has made adequate reserves or
         other amounts which are being disputed by the Lessee in good faith).

         (iii) No changes or modifications were made to the Plans and
         Specifications relating to any Identified Project after the related
         Site Acquisition Date that have had a Material


                                     G - 1
                                                         Participation Agreement
<PAGE>   114


         adverse effect on the value, condition, use or useful life of the
         Subject Property unless such changes or modifications were made in
         accordance with the Operative Documents.

         The Construction Agent has caused this Completion Certificate to be
         executed and delivered this ________ day of _______________, ____.

                                      PSC Management Limited Partnership

                                      By:  PSC GP Corporation,
                                           Its general partner


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


                                     G - 2
                                                         Participation Agreement
<PAGE>   115



                                    EXHIBIT H

                             Form of Lender Mortgage



                                     H - 1
                                                         Participation Agreement
<PAGE>   116


                                    EXHIBIT I

                             Form of Funding Request

                             FORM OF FUNDING REQUEST


         To:      Perot Systems Business Trust No. 2000-1 as Lessor

                  BANK ONE, NA AS AGENT FOR THE LENDERS

         This Funding Request is delivered to you pursuant to Section 9(b) [and
         9(c)] of the Participation Agreement dated as of [__________], 2000
         (THE "PARTICIPATION AGREEMENT"), among PSC Management Limited
         Partnership, a Texas limited partnership (the "LESSEE"), as Lessee,
         Construction Agent and Guarantor, Perot Systems Corporation, a Delaware
         Corporation (the "PARENT GUARANTOR"), Perot Systems Business Trust No.
         2000-1, as Lessor, Wilmington Trust Company, its trustee, the Persons
         listed on Schedule [__] thereto, as Certificate Holders, Bank One, NA,
         and the Lenders as may from time to time become parties thereto, as
         Tranche A Lenders and Tranche B Lenders, and Bank One, NA, as Agent.
         Capitalized terms used but not otherwise defined herein have the
         respective meanings specified in Appendix A to the Participation
         Agreement.

                  The Lessee hereby notifies you and certifies to you that:

                  (i) The Lessee requests the making of an Advance in the amount
                  of $__________________ on [DATE] (the "PROPOSED FUNDING
                  DATE");

                  (ii) The Proposed Funding Date [will] [will not] also be a
                  Site Acquisition Date;

                  (iii) The Advance will be allocated among the Sites and their
                  respective Land Acquisition Costs and Property Costs as set
                  forth on Schedule A hereto (and pro rata portions of the
                  related Equity Amounts and Loans shall likewise be deemed to
                  be so allocated); and

                  (iv) The interest on the Loans used to fund the Advance
                  requested hereby and Yield shall be based on [the LIBO Rate
                  for a 1 month period] [the Alternate Base Rate]; provided,
                  however, that from the date of funding to the next Scheduled
                  Payment Date, interest on the Loans used to fund the Advance
                  requested hereby and Yield will be based upon the Alternate
                  Base Rate; and provided, further, that during the Commitment
                  Period interest and Yield shall be based upon [the LIBO Rate
                  for a one (1) month period][the Alternate Base Rate].

                  (v) [with respect to each acquisition of a Land Interest
                  (including, without limitation, a Non-Acquired Land Interest),
                  the following information is set forth on Schedule B hereto:
                  (A) a description of the Land Interest to be acquired (the


                                   I - A - 1
                                                         Participation Agreement
<PAGE>   117


                  "SUBJECT PROPERTY"), and whether such Land Interest is a
                  Non-Acquired Land Interest, (B) whether the Site consists of a
                  Land Interest only or a Land Interest and Improved Property,
                  (C) the Seller or Ground Lessor of the Subject Property, and
                  if applicable, the assignee of the Ground Lease, (D) the Land
                  Acquisition Cost for the Subject Property, (E) the Estimated
                  Improvement Costs for the Subject Property, description of the
                  Plans and Specifications for each Identified Project, the
                  Construction Budget for each Identified Project and
                  anticipated disbursement schedule for each Identified Project,
                  and (F) evidence satisfactory to the Agent and the
                  Participants that (x) the portion of the total Commitments of
                  the Participants properly allocable to the Site Improvement
                  Costs of such Site will be sufficient to finance the
                  Construction of such Identified Projects through Completion
                  and (y) such Construction is reasonably capable of being
                  completed in accordance with the applicable Construction
                  Milestones and by the Outside Completion Date, in accordance
                  with the Plans and Specifications.](1)

         In connection with such requested Advance, the Lessee hereby represents
         and warrants to you as follows:

                  (a) On the Proposed Funding Date, each and every
                  representation and warranty of the Lessee contained in the
                  Participation Agreement (including without limitation Section
                  8 thereof) and in each of the other Operative Documents are
                  true and accurate in all material respects on and as of the
                  Proposed Funding Date except to the extent such
                  representations or warranties relate solely to an earlier
                  date, in which case such representations and warranties shall
                  have been true and accurate in all material respects on and as
                  of such earlier date.

                  (b) Each Operative Document to which the Lessee is a party is
                  in full force and effect with respect to the Lessee.

                  (c) On the Proposed Funding Date, no Lease Event of Default or
                  Construction Agency Agreement Event of Default has occurred
                  and is continuing and no Lease Default or Construction Agency
                  Agreement Default of which the Lessee has knowledge and that
                  has not been previously disclosed to the Agent, the Trustee
                  and the Participants has occurred and is continuing under the
                  Master Lease or the Construction Agency Agreement or, to the
                  knowledge of the Lessee, under any other Operative Document;
                  provided, however, that the Participants shall not be
                  obligated to fund any Advance if such a Default shall be
                  continuing whether or not the Lessee shall have previously
                  disclosed the existence thereof. No Default or Event of
                  Default under the Master Lease or the Construction Agency
                  Agreement or, to the knowledge of the Lessee, any other
                  Operative Document, will occur as a result of or after giving
                  effect to, the Advance requested hereby.


----------

(1) Included for Advances in connection with the acquisition of a Land Interest
or obtaining a Non-Acquired Land Interest.

                                   I - A - 2
                                                         Participation Agreement
<PAGE>   118


                  (d) After giving effect to the Advance requested hereby, (i)
                  the aggregate outstanding amounts of each of the Loans and
                  Equity Amounts do not exceed the Commitments of the
                  Participants, and (ii) the aggregate outstanding amounts of
                  each of the Loans and Equity Amounts allocable to each Site do
                  not exceed the Commitments of the respective Participants with
                  respect to such Site.

                  (e) All of the conditions precedent set forth in Section 9 of
                  the Participation Agreement applicable to the Advance
                  requested hereby have been either satisfied or waived.

                  (f) The Lessee has duly performed and complied with all
                  covenants, agreements and conditions contained in the
                  Participation Agreement or in any other Operative Document
                  required to be performed or complied with by it on or prior to
                  the Proposed Funding Date.

         The undersigned hereby certifies that [s]he is a __________________ of
         the Lessee, and that, as such [s]he is authorized to execute and
         deliver this Funding Request on behalf of the Lessee

         The Lessee has caused this Funding Request to be executed and delivered
         by its duly authorized Responsible Employee this ______________________
         [TO BE DELIVERED NO LATER THAN 10:00 AM THREE (3) BUSINESS DAYS PRIOR
         TO THE PROPOSED FUNDING DATE].

         Please wire transfer the proceeds of the Advance to the accounts
         specified by the Lessee in written notice to the Agent.

                                       PSC Management Limited Partnership

                                       By:  PSC GP Corporation,
                                            Its general partner


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


                                   I - A - 3
                                                         Participation Agreement
<PAGE>   119


                                   SCHEDULE A
                           TO FORM OF FUNDING REQUEST


                              ALLOCATION OF ADVANCE



<TABLE>
<CAPTION>
                                                                                                 AGGREGATE ADVANCES TO
                                                                                               DATE (AFTER GIVING EFFECT
                                                      APPLICABLE         CURRENT REQUESTED      TO THE CURRENT REQUESTED
         ITEM                                         PROPERTY(2)             ADVANCE                   ADVANCE)
         --------------------------------------- --------------------- ----------------------- ---------------------------
<S>                                              <C>                   <C>                     <C>
         Land Acquisition Costs
         Property Improvement Costs
         Transaction Expenses
         Fees
         Basic Rent
                                                                            ---------------          -------------
         TOTAL ADVANCE
</TABLE>


----------

(2) Allocate separately for each Property. For Transaction Expenses, Fees and
Basic Rent, see Section 3(d) of the Participation Agreement regarding the method
of allocation.



                                   I - A - 4
                                                         Participation Agreement
<PAGE>   120


                                   SCHEDULE B
                           TO FORM OF FUNDING REQUEST

                            INFORMATION REQUIRED FOR
                        FUNDING OF LAND ACQUISITION COSTS
                    OR OBTAINING A NON-ACQUIRED LAND INTEREST


1) Description of the Subject Property:

2) The Subject Property consists of [Land Interest Only] [Land Interest and
Improved Property].

3) Seller (including, in the case of a Non-Acquired Land Interest, the assignor
of the Ground Lease, if applicable) of the Subject Property:

4) [Ground Lessor of the Subject Property:]

   [The Ground Lessor is not an Affiliate of the Lessee.]

5) [Land Acquisition Cost for the Subject Property: (Indicated on Schedule A)]

6) Estimated Improvement Costs for the Subject Property:
   $_____________________.

7) Description of the Plans and Specifications, the Construction Budget and
anticipated disbursement schedule.

8) Attached is evidence that (x) the portion of the total Commitments of the
Participants properly allocable to the Estimated Improvement Costs of such Site
will be sufficient to finance the Construction of such Site through Completion
and (y) such Construction is reasonably capable of being completed by the
applicable Outside Completion Date, in accordance with the Plans and
Specifications.



                                   I - B - 1
                                                         Participation Agreement
<PAGE>   121


                                    EXHIBIT J

                        Form of Construction Certificate

                            CONSTRUCTION CERTIFICATE


         To: _________________________, as Trustee

         _________________________, as Agent,

         _________________________, as a Participant,

         _________________________, as a Participant,

                             [list all Participants]


         This Construction Certificate is delivered to you pursuant to Section
         9(b)(2) of the Participation Agreement dated as of [__________], 2000
         (the "PARTICIPATION AGREEMENT"), among PSC Management Limited
         Partnership (the "CONSTRUCTION AGENT"), as Lessee, Construction Agent
         and Guarantor, Perot Systems Corporation, as Parent Guarantor (the
         "PARENT GUARANTOR"), Wilmington Trust Company, as Trustee, Perot
         Systems Business Trust No. 2000-1, as Lessor, _________, as Certificate
         Holders, Bank One, NA, and other such Lenders as may from time to time
         become parties thereto, as Tranche A Lenders and Tranche B Lenders, and
         Bank One, NA, as Agent. Capitalized terms used but not otherwise
         defined herein have the respective meanings specified in Appendix A to
         the Participation Agreement.

         The Construction Agent hereby certifies to the Agent, the Trustee and
         each Participant as follows:

         1. This Construction Certificate is being delivered in connection with
an Advance that the Lessee expects to request be made on ______________________,
___ (the "CURRENT ADVANCE").

         2. The portion of the Current Advance that is to be made in connection
with Property Improvement Costs will be used solely for the payment of Property
Improvement Costs relating to the Sites described on Schedule A attached hereto
(the "SUBJECT PROPERTIES"), allocated to the applicable Subject Property as
shown on Schedule A.

         3. With respect to each Subject Property, after giving effect to the
making of the Current Advance and the allocation thereof among the Subject
Properties, the Property Improvement Costs for such Subject Property will not
exceed the Estimated Improvement Costs for such Subject Property.


                                   Exh. J - 1
                                                         Participation Agreement
<PAGE>   122


         4. All construction work for which funds are requested has been
performed.

         5. To the Construction Agent's knowledge, no Force Majeure Event, Event
of Loss [or Construction Event of Loss](3) has occurred other than a Force
Majeure Event, Event of Loss [or Construction Event of Loss] of which the
Construction Agent has provided written notice to the Agent, the Trustee and the
Participants; provided, however, that the Participants shall not be obligated to
fund any Advance if such a event shall be continuing whether or not the Lessee
shall have previously disclosed the existence thereof.

         6. All building permits required by any Governmental Authority in
connection with the Construction for which the Current Advance is being
requested have been obtained.

         7. No item for which payment is to be made from the Current Advance has
heretofore been paid or reimbursed to the Construction Agent from the proceeds
of any prior Advance.

         8. All previous Advances received by the Construction Agent pursuant to
Construction Certificates dated prior to the date hereof on account of Property
Improvement Costs have been applied in accordance with the Construction Agency
Agreement and the other Operative Documents and paid to the Persons entitled
thereto in cash or by check.

         9. All of the conditions set forth in Section 9 [(including, without
limitation, Section 9(c))](4) of the Participation Agreement are satisfied as of
the date hereof and will be satisfied or waived upon the funding of the Current
Advance.

         The Construction Agent has caused this Construction Certificate to be
         executed and delivered by its duly authorized Responsible Employee as
         of this _____ day of _______________, ____ [TO BE DELIVERED NOT LATER
         THAN THREE (3) DAYS PRIOR TO THE DATE OF THE CURRENT ADVANCE].

                                          PSC Management Limited Partnership


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


----------

(3) delete term?

(4) Bracketed language is used for any portion of the Current Advance used for
the acquisition of a Site.


                                   Exh. J - 2
                                                         Participation Agreement
<PAGE>   123


                                   SCHEDULE A
                           TO CONSTRUCTION CERTIFICATE

                               Subject Properties


<TABLE>
<CAPTION>
         Description                                         Lease Supplement No.
         ----------------------------------------- ------------------------------------------
<S>                                                <C>
         1.                                                          No.
         2.                                                          No.
         3.                                                          No.
         4.                                                          No.
</TABLE>


                                    J - A - 1
                                                         Participation Agreement
<PAGE>   124


                                   EXHIBIT K-1

                         FORM OF COMPLIANCE CERTIFICATE


To:      The Lenders parties to the
         Participation Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Participation Agreement dated as of _________ ___, 2000 (as amended, modified,
renewed or extended from time to time, the "AGREEMENT") among PSC Management
Limited Partnership (the "LESSEE"), Perot Systems Corporation (the "PARENT
GUARANTOR"), the Lenders party thereto, Perot Systems Business Trust No. 2000-1,
Banc One Leasing Services Corp., and Bank One, NA (with its principal office in
Chicago, Illinois), as Agent for the Lenders. Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

     1.  I am the duly elected ______________ of PSC GP Corporation, the general
partner of the Lessee;

     2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Lessee and its Subsidiaries during the accounting period
covered by the attached financial statements;

     3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a
Default or an Event of Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

     4. Schedule III attached hereto sets forth the various reports and
deliveries which are required at this time under the Agreement and the other
Operative Documents and the status of compliance.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Lessee has taken, is taking, or proposes to
take with respect to each such condition or event:



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

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

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


                                   K - 1 - 1
                                                         Participation Agreement
<PAGE>   125


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

         The foregoing certifications, together with the materials attached as
Schedule III hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this ___ day of ________, _____.


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


                                   K - 1 - 2
                                                         Participation Agreement
<PAGE>   126



                      SCHEDULE I TO COMPLIANCE CERTIFICATE

                             [INTENTIONALLY OMITTED]





                                  K - 1 - I - 1
                                                         Participation Agreement
<PAGE>   127


                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                             [INTENTIONALLY OMITTED]



                                 K - 1 - II - 1
                                                         Participation Agreement
<PAGE>   128



                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due



                                 K - 1 - III - 1
                                                         Participation Agreement
<PAGE>   129


                                   EXHIBIT K-2

                         FORM OF COMPLIANCE CERTIFICATE


To:      The Lenders parties to the
         Participation Agreement Described Below

         This Compliance Certificate is furnished pursuant to that certain
Participation Agreement dated as of _________ ___, 2000 (as amended, modified,
renewed or extended from time to time, the "AGREEMENT") among PSC Management
Limited Partnership (the "LESSEE"), Perot Systems Corporation (the "PARENT
GUARANTOR"), the Lenders party thereto, Perot Systems Business Trust No. 2000-1,
Banc One Leasing Services Corp., and Bank One, NA (with its principal office in
Chicago, Illinois), as Agent for the Lenders. Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

       1.  I am the duly elected ______________ of Parent Guarantor;

       2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the Parent Guarantor and its Subsidiaries during the
accounting period covered by the attached financial statements;

       3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a
Default or an Event of Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate, except as set forth below; and

       4. Delivered herewith are Parent Guarantor's most current [annual]
[quarterly] financial statements and Schedule I attached hereto sets forth
Parent Guarantor's computations evidencing the Lessee's compliance with the
covenants of Section 8(II)(d)(1) and (2) of the Agreement, all of which data and
computations are true, complete and correct.

       5. Schedule III attached hereto sets forth the various reports and
deliveries which are required at this time under the Agreement and the other
Operative Documents and the status of compliance.

         Described below are the exceptions, if any, to paragraph 3 by listing,
in detail, the nature of the condition or event, the period during which it has
existed and the action which the Parent Guarantor has taken, is taking, or
proposes to take with respect to each such condition or event:




                                    K - 2 - 1
                                                         Participation Agreement
<PAGE>   130


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

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

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

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

         The foregoing certifications, together with the computations set forth
in Schedule I hereto and the materials attached as Schedule III hereto and the
financial statements delivered with this Certificate in support hereof, are made
and delivered this ___ day of ________, _____.



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


                                    K - 2 - 2
                                                         Participation Agreement
<PAGE>   131


                      SCHEDULE I TO COMPLIANCE CERTIFICATE


                Parent Guarantor's Applicable Margin Calculation




1.     RATIO OF CONSOLIDATED FUNDED INDEBTEDNESS TO CONSOLIDATED
                                          EBITDA, MAXIMUM 1.75:1

       a. Numerator:  Consolidated Funded Indebtedness  defined
       as the outstanding dollar amount of:

                  +  Short Term Debt

                  +  Current Amounts of Long-Term Debt and corresponding
                     portions of current rent expense under all "synthetic
                     lease" financings

                  +  Long-Term Debt and corresponding balances of all "synthetic
                     lease" financings, less Current Installments

                  +  Senior Notes

                  +  Other Indebtedness

                  =  Consolidated Funded Indebtedness
                                                                    ------------

       b. Denominator: Consolidated EBITDA defined as, for the proceeding 4
       quarters:

                  +  Net Income


                                  K - 2 - I - 1
                                                         Participation Agreement
<PAGE>   132


                  +  Foreign, Federal, State, Local taxes

                  +  Interest Expense

                  +  Depreciation Expense

                  +  Amortization Expense

                  +  Non-Recurring, Non-Cash Losses

                  +  Extraordinary Losses

                  -  Extraordinary Gains

                  -  Non-Recurring, Non-Cash Gains

                  =  Consolidated EBITDA
                                                                    ------------

       c. Ratio of Consolidated Funded Indebtedness /                    ____ to
       Consolidated EBITDA                                                  1.00


2.     RATIO OF CONSOLIDATED EBIT TO CONSOLIDATED INTEREST EXPENSE, MINIMUM 6:1

       a. Numerator: Consolidated EBIT defined as, for the proceeding 4
       quarters:

                  +  Net Income

                  +  Foreign, Federal, State, Local taxes

                  +  Interest Expense


                                  K - 2 - I - 2
                                                         Participation Agreement
<PAGE>   133


                  +  Non-Recurring, Non-Cash Losses

                  +  Extraordinary Losses

                  -  Extraordinary Gains

                  -  Non-Recurring, Non-Cash Gains

                  =  Consolidated EBIT
                                                                    ------------

       b. Denominator: Consolidated Interest Expense defined as, for the
       proceeding 4 quarters:

                  +  Interest Expense

                  +  Rent expense (other than any amortization included therein)
                     under all "synthetic lease" financings
                                                                    ------------
                            Consolidated  Interest
                            Expense

       c. Ratio of Consolidated EBIT to Consolidated Interest Expense  ____ to
                                                                          1.00



                                  K - 2 - I - 3
                                                         Participation Agreement
<PAGE>   134


3.     RATIO OF CONSOLIDATED FUNDED INDEBTEDNESS TO THE SUM OF CONSOLIDATED
       FUNDED INDEBTEDNESS PLUS CONSOLIDATED NET WORTH, MAXIMUM 45%

       a. Numerator: Consolidated Funded Indebtedness (from 1a)

       b. Denominator: Consolidated Funded Indebtedness plus Consolidated Net
       Worth

                  +  Consolidated Funded Indebtedness (from 1a)

                  +  Consolidated Net Worth

                  =  Consolidated Funded Indebtedness plus Consolidated Net
                     Worth
                                                                    ------------

       c. Ratio of Consolidated Funded Indebtedness to the sum of Consolidated
       Funded
       Indebtedness plus Consolidated                               ------------
       Net Worth                                                    %


4.     RATIO OF CONSOLIDATED CURRENT ASSETS DIVIDED BY CONSOLIDATED CURRENT
       LIABILITIES, MINIMUM 1.25:1

       a. Numerator: Current Assets

       b. Denominator: Current Liabilities
                                                                    ------------

       c. Consolidated Current Assets divided by Consolidated Current ____ to
       Liabilities                                                       1.00


                                  K - 2 - I - 4
                                                         Participation Agreement
<PAGE>   135


                      SCHEDULE II TO COMPLIANCE CERTIFICATE

                             [INTENTIONALLY OMITTED]



                                 K - 2 - III - 1
                                                         Participation Agreement
<PAGE>   136


                     SCHEDULE III TO COMPLIANCE CERTIFICATE

                      Reports and Deliveries Currently Due





                                 K - 2 - III - 1
                                                         Participation Agreement
<PAGE>   137

                                    EXHIBIT L

                 Form of Purchase of Assets Agreement Assignment




                                    L - 1 - 1
                                                         Participation Agreement
<PAGE>   138


                                   EXHIBIT M-1

                      Form of Assignment Agreement (Lender)

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "ASSIGNMENT AGREEMENT") between
_______________ _______________ (the "ASSIGNOR") and (the "ASSIGNEE") is dated
as of , 20. The parties hereto agree as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Participation
Agreement (which, as it may be amended, modified, renewed or extended from time
to time is herein called the "PARTICIPATION AGREEMENT") described in Item 1 of
Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Participation Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the
Participation Agreement and the other Operative Documents, such that after
giving effect to such assignment the Assignee shall have purchased pursuant to
this Assignment Agreement the percentage interest specified in Item 3 of
Schedule 1 of all outstanding rights and obligations under the Participation
Agreement and the other Operative Documents relating to the facilities listed in
Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable
Commitment has been terminated) purchased by the Assignee hereunder is set forth
in Item 4 of Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"EFFECTIVE DATE") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the
Participation Agreement, are delivered to the Agent. In no event will the
Effective Date occur if the payments required to be made by the Assignee to the
Assignor on the Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the
amount agreed to by the Assignor and the Assignee. On and after the Effective
Date, the Assignee shall be entitled to receive from the Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee will promptly remit to the Assignor any interest on Loans and fees
received from the Agent which relate to the portion of the Commitment or Loans
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.


                                    M - 1 - 1
                                                         Participation Agreement
<PAGE>   139


         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of Schedule
1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representations or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Operative
Document, including without limitation, documents granting the Assignor and the
other Lenders a security interest in assets of the Lessee or any guarantor, (ii)
any representation, warranty or statement made in or in connection with any of
the Operative Documents (iii) the financial condition or creditworthiness of the
Lessee or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Operative Documents, (v) inspecting any of the
property, books or records of the Lessee, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the
Operative Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Participation Agreement, together
with copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Operative Documents, (iii) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
under the Operative Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, (iv)
confirms that the execution and delivery of this Assignment Agreement by the
Assignee is duly authorized, (v) agrees that it will duly and timely perform and
discharge in accordance with their terms all of the obligations which by the
terms of the Operative Documents are required to be performed by it as a Lender,
(vi) agrees that its payment instructions and notice instructions are as set
forth in the attachment to Schedule 1, (vii) confirms that none of the funds,
monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Operative Documents will not be
"plan assets" under ERISA, (viii) agrees to indemnify and hold the Assignor
harmless against all losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee's non-performance of
the

                                    M - 1 - 2
                                                         Participation Agreement
<PAGE>   140


obligations assumed under this Assignment Agreement, and (ix) if applicable,
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying that the Assignee is entitled to receive payments under the
Operative Documents without deduction or withholding of any United States
federal income taxes.

         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Participation Agreement. For the purposes hereof,
the addresses of the parties hereto (until notice of a change is delivered)
shall be the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.

                  IN WITNESS WHEREOF, the duly authorized officers of the
         parties hereto have executed this Assignment Agreement by executing
         Schedule 1 hereto as of the date first above written.



                                    M - 1 - 3
                                                         Participation Agreement
<PAGE>   141


                                   EXHIBIT M-2

                      Form of Assignment Agreement (Lender)

                              ASSIGNMENT AGREEMENT

         This Assignment Agreement (this "ASSIGNMENT AGREEMENT") between
_______________ _______________ (the "ASSIGNOR") and (the "ASSIGNEE") is dated
as of , 20. The parties hereto agree as follows:

         1. PRELIMINARY STATEMENT. The Assignor is a party to a Participation
Agreement (which, as it may be amended, modified, renewed or extended from time
to time is herein called the "PARTICIPATION AGREEMENT") described in Item 1 of
Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings attributed to them in the
Participation Agreement.

         2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the
Participation Agreement and the other Operative Documents, such that after
giving effect to such assignment the Assignee shall have purchased pursuant to
this Assignment Agreement the percentage interest specified in Item 3 of
Schedule 1 of all outstanding rights and obligations under the Participation
Agreement and the other Operative Documents relating to the facilities listed in
Item 3 of Schedule 1. The aggregate Commitment (or Loans, if the applicable
Commitment has been terminated) purchased by the Assignee hereunder is set forth
in Item 4 of Schedule 1.

         3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the
"EFFECTIVE DATE") shall be the later of the date specified in Item 5 of Schedule
1 or two Business Days (or such shorter period agreed to by the Agent) after
this Assignment Agreement, together with any consents required under the
Participation Agreement, are delivered to the Agent. In no event will the
Effective Date occur if the payments required to be made by the Assignee to the
Assignor on the Effective Date are not made on the proposed Effective Date.

         4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of
Loans hereunder, the Assignee shall pay the Assignor, on the Effective Date, the
amount agreed to by the Assignor and the Assignee. On and after the Effective
Date, the Assignee shall be entitled to receive from the Agent all payments of
principal, interest and fees with respect to the interest assigned hereby. The
Assignee will promptly remit to the Assignor any interest on Loans and fees
received from the Agent which relate to the portion of the Commitment or Loans
assigned to the Assignee hereunder for periods prior to the Effective Date and
not previously paid by the Assignee to the Assignor. In the event that either
party hereto receives any payment to which the other party hereto is entitled
under this Assignment Agreement, then the party receiving such amount shall
promptly remit it to the other party hereto.


                                   M - 2 - 1
                                                         Participation Agreement
<PAGE>   142


         5. RECORDATION FEE. The Assignor and Assignee each agree to pay
one-half of the recordation fee required to be paid to the Agent in connection
with this Assignment Agreement unless otherwise specified in Item 6 of Schedule
1.

         6. REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY. The Assignor represents and warrants that (i) it is the legal and
beneficial owner of the interest being assigned by it hereunder, (ii) such
interest is free and clear of any adverse claim created by the Assignor and
(iii) the execution and delivery of this Assignment Agreement by the Assignor is
duly authorized. It is understood and agreed that the assignment and assumption
hereunder are made without recourse to the Assignor and that the Assignor makes
no other representations or warranty of any kind to the Assignee. Neither the
Assignor nor any of its officers, directors, employees, agents or attorneys
shall be responsible for (i) the due execution, legality, validity,
enforceability, genuineness, sufficiency or collectability of any Operative
Document, including without limitation, documents granting the Assignor and the
other Lenders a security interest in assets of the Lessee or any guarantor, (ii)
any representation, warranty or statement made in or in connection with any of
the Operative Documents (iii) the financial condition or creditworthiness of the
Lessee or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Operative Documents, (v) inspecting any of the
property, books or records of the Lessee, (vi) the validity, enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or purporting to secure the Loans or (vii) any mistake, error of judgment, or
action taken or omitted to be taken in connection with the Loans or the
Operative Documents.

         7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i)
confirms that it has received a copy of the Participation Agreement, together
with copies of the financial statements requested by the Assignee and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Operative Documents, (iii) appoints and authorizes
the Agent to take such action as agent on its behalf and to exercise such powers
under the Operative Documents as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, (iv)
confirms that the execution and delivery of this Assignment Agreement by the
Assignee is duly authorized, (v) agrees that it will duly and timely perform and
discharge in accordance with their terms all of the obligations which by the
terms of the Operative Documents are required to be performed by it as a Lender,
(vi) agrees that its payment instructions and notice instructions are as set
forth in the attachment to Schedule 1, (vii) confirms that none of the funds,
monies, assets or other consideration being used to make the purchase and
assumption hereunder are "plan assets" as defined under ERISA and that its
rights, benefits and interests in and under the Operative Documents will not be
"plan assets" under ERISA, (viii) agrees to indemnify and hold the Assignor
harmless against all losses, costs and expenses (including, without limitation,
reasonable attorneys' fees) and liabilities incurred by the Assignor in
connection with or arising in any manner from the Assignee's non-performance of
the


                                   M - 2 - 2
                                                         Participation Agreement
<PAGE>   143


obligations assumed under this Assignment Agreement, and (ix) if applicable,
attaches the forms prescribed by the Internal Revenue Service of the United
States certifying that the Assignee is entitled to receive payments under the
Operative Documents without deduction or withholding of any United States
federal income taxes.

         8. GOVERNING LAW. This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.

         9. NOTICES. Notices shall be given under this Assignment Agreement in
the manner set forth in the Participation Agreement. For the purposes hereof,
the addresses of the parties hereto (until notice of a change is delivered)
shall be the address set forth in the attachment to Schedule 1.

         10. COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreement may
be executed in counterparts. Transmission by facsimile of an executed
counterpart of this Assignment Agreement shall be deemed to constitute due and
sufficient delivery of such counterpart and such facsimile shall be deemed to be
an original counterpart of this Assignment Agreement.

                  IN WITNESS WHEREOF, the duly authorized officers of the
         parties hereto have executed this Assignment Agreement by executing
         Schedule 1 hereto as of the date first above written.



                                   M - 2 - 3
                                                         Participation Agreement
<PAGE>   144


                                   EXHIBIT M-2

               Form of Assignment Agreement (Certificate Holders)

                                     [Date]

To:      PSC Management Limited Partnership

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

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

         Attention:
                   ------------------------------------------

To:      Perot Systems Business Trust No. 2000-1

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

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

         Attention:
                   ------------------------------------------

To:      Bank One, NA, as Agent

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

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

         Attention:
                   ------------------------------------------

                  Re: Participation Agreement, dated as of June __, 2000 (as
                  amended, modified or supplemented, the "PARTICIPATION
                  AGREEMENT"), among Banc One Leasing Services Corp. and such
                  other Persons that may from time to time be or become parties
                  to the Trust Agreement (the "CERTIFICATE HOLDERS"), as
                  Certificate Holder, Wilmington Trust Company (the "TRUSTEE"),
                  individually and as Owner Trustee, PSC Management Limited
                  Partnership (the "LESSEE"), as Lessee, Construction Agent and
                  Guarantor, Perot Systems Corporation, as Parent Guarantor (the
                  "PARENT GUARANTOR"), Perot Systems Business Trust No. 2000-1,
                  (the "LESSOR") as Lessor, Bank One, NA and such other Lenders
                  as may from time to time be or become parties thereto as
                  Tranche A Lenders and Tranche B Lenders (collectively, the
                  "LENDERS"), and Bank One, NA (the "AGENT"), as Agent.


                                      M - 2 - 1
                                                         Participation Agreement
<PAGE>   145


Ladies and Gentlemen:

         We refer to Section 12(a) of the Participation Agreement defined above.
Capitalized terms used but not otherwise defined herein have the respective
meanings specified in Appendix A to the Participation Agreement.

         This Assignment Agreement (this "ASSIGNMENT AGREEMENT") is delivered to
you pursuant to Section 12(a) of the Participation Agreement and also
constitutes notice of the assignment and delegation by ________________ (the
"ASSIGNOR") to ___________________ (the "ASSIGNEE") of [all] [a portion having
an aggregate principal amount of $______] of the Assignor's right, title and
interest in and obligations with respect to the Equity Amounts, the Equity
Commitment and the interest in the Lessor of the Assignor. After giving effect
to the foregoing assignment and delegation, the Assignee shall hold the
Commitments and Commitment Percentages under the Participation Agreement
previously held by Assignor. Such information is set forth on Schedule 1 hereto.

         The Assignee hereby acknowledges and confirms that it has received a
copy of the Participation Agreement and the exhibits related thereto, the Master
Lease, the Lease Supplements and each other document delivered under the
Participation Agreement as a condition to the obligations set forth in Section 3
thereof. The Assignee further confirms and agrees that in becoming a Participant
and a holder of such Equity Amounts, Equity Commitment and interest in the
Lessor, such actions have and will be made without recourse to, or
representation or warranty by the Lessor or the Agent.

         Except as otherwise provided in the Participation Agreement, effective
as of the date of acceptance hereof by the Lessor (the "EFFECTIVE DATE"),

                  (a) the Assignee:

                                    (i) shall be deemed automatically to have
                  become a party to the Participation Agreement and have all the
                  rights and obligations of a Certificate Holder and a
                  "Participant" under the Participation Agreement and the other
                  Operative Documents as if it were an original signatory
                  thereto to the extent specified in the second paragraph
                  hereof; and

                                    (ii) agrees to be bound by the terms and
                  conditions set forth in the Participation Agreement and the
                  other Operative Documents as if it were an original signatory
                  thereto; and

                  (b) the Assignor shall be released from its obligations under
         the Participation Agreement and the other Operative Documents first
         arising from and after the date hereof.

         The Assignee (a) acknowledges that the obligations to be performed from
and after the Effective Date under the Participation Agreement and all other
Operative Documents, to the extent of the interest purchased by Assignee as set
forth in the second paragraph of this Assignment Agreement, are its obligations,
including the obligations imposed by Section 12(a)


                                     M - 2 - 2
                                                         Participation Agreement
<PAGE>   146


of the Participation Agreement and agrees to perform such obligations in
accordance with the terms of the Operative Documents, and (b) represents and
warrants to the Lessor, each Participant and the Lessee as set forth in Section
6(a) and clauses (i) through (v) of Section 12(a) of the Participation
Agreement.

         The Assignee hereby advises each of you of the administrative details
with respect to the assigned Equity Amounts, Equity Commitment and interest in
the Lessor described in Attachment 1 hereto.

         The Assignee (a) agrees to furnish the tax form or forms required by
Section 12(c) of the Participation Agreement (if so required) (i) no later than
the date of acceptance hereof by the Lessor and (ii) from time to time
thereafter as required by said Section 12(c), and (b) to comply from time to
time with all applicable United States laws and regulations with regard to
withholding tax exemption.

         Assignor's rights under Section 14(a) of the Participation Agreement
shall remain in full force and effect, and the provisions of Section 14(d) of
the Participation Agreement shall continue to be applicable to Assignor and
Lessee.

                 THIS ASSIGNMENT AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED
         BY THE INTERNAL LAW OF THE STATE OF ILLINOIS AS TO ALL MATTERS OF
         CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REFERENCE TO CONFLICTS
         OF LAW.

         This Assignment Agreement may be executed by the Assignor and Assignee
in separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.

                                       ASSIGNOR:

                                       [NAME OF ASSIGNOR]

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

                                       ASSIGNEE:

                                       [NAME OF ASSIGNEE]

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


                                     M - 2 - 3
                                                         Participation Agreement
<PAGE>   147


Received and accepted this ______ day of

                :
----------, ----

PSC MANAGEMENT LIMITED PARTNERSHIP, as Lessee

By:      PSC GP Corporation, its general partner

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

Received and accepted this ______ day of

                :
----------, ----


PEROT SYSTEMS BUSINESS TRUST NO. 2000-1,

  as Lessor

By:      Wilmington Trust Company, not in its individual

         capacity, but solely as owner trustee of

         PEROT SYSTEMS BUSINESS

         TRUST NO. 2000-1

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

Received and accepted this ______ day of

                :
----------, ----


BANK ONE, NA

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



                                   M - 2 - 4
                                                         Participation Agreement
<PAGE>   148


                                   SCHEDULE 1
                  ADJUSTED AND ASSIGNED COMMITMENT PERCENTAGES



                                   M - 2 - 5
                                                         Participation Agreement
<PAGE>   149


                                  ATTACHMENT 1

                            TO ASSIGNMENT AGREEMENT M

                    [ATTACH ADMINISTRATIVE INFORMATION SHEET]



                                   M - 2 - 6
                                                         Participation Agreement
<PAGE>   150


                                   SCHEDULE 1
                             to Assignment Agreement

1.       Description and Date of Participation Agreement:

2.       Date of Assignment Agreement:  __________, 20__

3.       Amounts (As of Date of Item 2 above):

<TABLE>
<CAPTION>
                                                            Facility          Facility
                                                            1*                2*
<S>                <C>                                      <C>              <C>
          a.       Assignee's percentage of each Facility
                   purchased under the Assignment
                   Agreement**                                    %                 %
                                                            ------            ------
          b.       Amount of each Facility purchased
                   under the Assignment Agreement***
                                                            $                 $
                                                             -----------       ------------

4.       Assignee's Commitment (or Loans
         with respect to terminated
         Commitments) purchased hereunder:                  $
                                                             ---------------------------

5.       Proposed Effective Date:
                                                             ---------------------------

6.       Non-standard Recordation Fee
         Arrangement                                                    N/A***
                                                              [Assignor/Assignee
                                                              to pay 100% of fee]
                                                              [Fee waived by Agent]
</TABLE>

Accepted and Agreed:

[NAME OF ASSIGNOR]                          [NAME OF ASSIGNEE]

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


                                   M - 2 - 7
                                                         Participation Agreement
<PAGE>   151


ACCEPTED AND CONSENTED TO****BY     ACCEPTED AND CONSENTED TO****
[NAME OF BORROWER]                  BY [NAME OF AGENT]

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


*    Insert specific facility names per Credit Agreement
**   Percentage taken to 10 decimal places
***  If fee is split 50-50, pick N/A as option
**** Delete if not required by Participation Agreement


                                   M - 2 - 8
                                                         Participation Agreement
<PAGE>   152


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

         Attach Assignor's Administrative Information Sheet, which must
           include notice addresses for the Assignor and the Assignee
                            (Sample form shown below)

ASSIGNOR INFORMATION

CONTACT:

Name:                               Telephone No.:
     -----------------------------                ------------------------------
Fax No.:                            Telex No.:
        --------------------------            ----------------------------------
                                    Answerback:
                                               ---------------------------------

PAYMENT INFORMATION:

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                            ------------------------------------

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


Other Instructions:
                   -------------------------------------------------------------

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

ADDRESS FOR NOTICES FOR ASSIGNOR:
                                   ---------------------------------------------

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

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

ASSIGNEE INFORMATION

CREDIT CONTACT:

Name:                               Telephone No.:
     -----------------------------                ------------------------------
Fax No.:                            Telex No.:
        --------------------------            ----------------------------------
                                    Answerback:
                                               ---------------------------------

                                     L - 1
                                                         Participation Agreement
<PAGE>   153



KEY OPERATIONS CONTACTS:

Booking Installation:                  Booking Installation:
                     ---------------                        --------------------
Name:                                  Name:
     -------------------------------        ------------------------------------
Telephone No.:                         Telephone No.:
              ----------------------                 ---------------------------
Fax No.:                               Fax No.:
        ----------------------------           ---------------------------------
Telex No.:                             Telex No.:
          --------------------------             -------------------------------
Answerback:                            Answerback:
           -------------------------              ------------------------------


PAYMENT INFORMATION:


Name & ABA # of Destination Bank:
                                 -----------------------------------------------

Account Name & Number for Wire Transfer:
                                        ----------------------------------------
         Other Instructions:
                            ----------------------------------------------------

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

ADDRESS FOR NOTICES FOR ASSIGNOR:
                                   ---------------------------------------------

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

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


BANK ONE INFORMATION

         Assignee will be called promptly upon receipt of the signed agreement.

<TABLE>
<CAPTION>
INITIAL FUNDING CONTACT:                    SUBSEQUENT OPERATIONS CONTACT:
-----------------------                     -----------------------------
<S>                                         <C>
Name:                                       Name:
     -------------------------------             ----------------------------------
Telephone No.:  (312)                       Telephone No.:  (312)
                     ---------------                             ------------------
Fax No.:  (312)                             Fax No.:  (312)
               ---------------------                       ------------------------
                                            Telex No.: 190201(Answerback: FNBC UT)
</TABLE>


INITIAL FUNDING STANDARDS:
-------------------------

Libor - Fund 3 days after rates are set.

WIRE INSTRUCTIONS:                  Bank One, NA, ABA # __________
                                    BNF = Ref: ________________
ADDRESS FOR NOTICES:                1 Bank One Plaza, [Mail Suite _____]
                                    Chicago, IL  60670
                                    Attn:_________________________
                                    Fax No. (312) ___________ or
                                    (312) ______________


                                     L - 2
                                                         Participation Agreement
<PAGE>   154



                                    EXHIBIT N

                             Form of Parent Guaranty


                                     N - 1
                                                         Participation Agreement
<PAGE>   155



                                    EXHIBIT O

                               Form of Arco Lease


                                      O - 1
                                                         Participation Agreement
<PAGE>   156


                                    EXHIBIT P

                        Form of Arco Assumption Agreement


                                      P - 1
                                                         Participation Agreement
<PAGE>   157


                                    EXHIBIT Q

                        Form of Arco Estoppel Certificate



<PAGE>   158


                                   APPENDIX A

                                       to

                            Participation Agreement,

                                Master Lease and

                                 Trust Agreement



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

                            Perot Systems Corporation

                     2000 Synthetic Lease Financing Facility

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


                                                                     Definitions
<PAGE>   159


                         DEFINITIONS AND INTERPRETATION

         A. INTERPRETATION. IN EACH OPERATIVE DOCUMENT, UNLESS A CLEAR CONTRARY
INTENTION APPEARS:

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

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

                  (iii) reference to any gender includes the other gender;

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

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

                  (vi) reference in any Operative Document to any Article,
         Section, subsection, clause, Appendix, Schedule or Exhibit means,
         unless expressly noted otherwise, such Article or Section, subsection
         or clause thereof or Appendix, Schedule or Exhibit thereto;

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

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

                  (ix) relative to the determination of any period of time,
         "from" means "from and including" and "to" means "to but excluding".


<PAGE>   160

         B. ACCOUNTING TERMS. IN EACH OPERATIVE DOCUMENT, UNLESS EXPRESSLY
OTHERWISE PROVIDED, ACCOUNTING TERMS SHALL BE CONSTRUED AND INTERPRETED, AND
ACCOUNTING DETERMINATIONS AND COMPUTATIONS SHALL BE MADE, IN ACCORDANCE WITH
GAAP.

         C. CONFLICT IN OPERATIVE DOCUMENTS. IF THERE IS ANY CONFLICT BETWEEN
ANY OPERATIVE DOCUMENTS, SUCH OPERATIVE DOCUMENTS SHALL BE INTERPRETED AND
CONSTRUED, IF POSSIBLE, SO AS TO AVOID OR MINIMIZE SUCH CONFLICT BUT, TO THE
EXTENT (AND ONLY TO THE EXTENT) OF SUCH CONFLICT, THE PARTICIPATION AGREEMENT
SHALL PREVAIL AND CONTROL.

         D. LEGAL REPRESENTATION OF THE PARTIES. THE OPERATIVE DOCUMENTS WERE
NEGOTIATED BY THE PARTIES WITH THE BENEFIT OF LEGAL REPRESENTATION AND ANY RULE
OF CONSTRUCTION OR INTERPRETATION OTHERWISE REQUIRING THE OPERATIVE DOCUMENTS TO
BE CONSTRUED OR INTERPRETED AGAINST ANY PARTY SHALL NOT APPLY TO ANY
CONSTRUCTION OR INTERPRETATION HEREOF OR THEREOF.

         E. DEFINED TERMS. UNLESS A CLEAR CONTRARY INTENTION APPEARS, TERMS
DEFINED HEREIN HAVE THE RESPECTIVE INDICATED MEANINGS WHEN USED IN EACH
OPERATIVE DOCUMENT.

         "ABR Margin" is set forth on Schedule I attached hereto.

         "Abatement" is defined in Section 5(a) of the Master Lease.

         "Acceleration" is defined in Section 6.2(a) of the Loan Agreement.

         "Account" means the special "deposit account" established at the
Designated Office of the Agent into which the Lessee shall pay Basic Rent and
Supplemental Rent to be remitted to the Agent.

         "Accrued Interest" with respect to the Property means accrued and
unpaid interest on the outstanding principal amount of the Loans from time to
time. "Accrued Interest" with respect to any Site means that portion of Accrued
Interest allocated to such Site in accordance with Section 3 of the
Participation Agreement.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the date of the Participation Agreement,
by which the Parent Guarantor or any of its Subsidiaries (i) acquires any going
business or all or substantially all of the assets of any firm, corporation or
limited liability company, or division thereof, whether through purchase of
assets, merger or otherwise or (ii) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series of transactions) at
least a majority (in number of votes) of the securities of a corporation which
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 a
majority (by percentage or voting power) of the outstanding ownership interests
of a partnership or limited liability company.

         "Additional Insureds" is defined in Section 12(b) of the Master Lease.

         "Advance" means an advance of funds by the Participants pursuant to
Section 3 of the Participation Agreement.


                                                                     Definitions
<PAGE>   161


         "Affiliate" means, as to a particular entity, a Person (i) which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such entity, (ii) which
beneficially owns or holds 15% or more of any class of the voting securities of
such entity or (iii) 15% or more of any class of the voting securities (or in
the case of a Person which is not a corporation, 15% or more of the equity
interest) of which is beneficially owned or held by such entity. As used herein,
the term control means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
the terms controlling, controlled by and under common control with shall have
meanings correlative to the foregoing.

         "After-Tax Basis" means, with respect to any payment to be received,
the amount of such payment increased so that, after deduction of the amount of
all taxes required to be paid by the recipient (less any tax savings realized
and the present value (using as a discount rate the then current interest rate
under the Loan Agreement) of any tax savings projected to be realized by the
recipient as a result of the payment of the indemnified amount) with respect to
the receipt by the recipient of such amounts, such increased payment (as so
reduced) is equal to the payment otherwise required to be made.

         "Agent" means Bank One, NA, as Agent for the Lenders.

         "ALTA" is defined in Section 9(c)(15) of the Participation Agreement.

                  "Alterations" means any alterations, renovations, improvements
and additions to a Site or any part thereof and substitutions and replacements
therefor, all to the extent not included in Renovation or Construction with
respect to such Site.

         "Alternate Base Rate" means, on any date with respect to any Loan or
Equity Amount, a fluctuating rate of interest per annum equal to the greater of
(a) the Prime Rate (computed using the number of days elapsed and a 365 or 366
day year, as the case may be) in effect on such date, and (b) the Federal Funds
Effective Rate (computed using the number of days elapsed and a 360 day year) in
effect on such date plus 1/2 of 1%, plus in the case of clause (a) or clause
(b), the ABR Margin shown on Schedule I attached hereto. Any change in the
Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

         "Annual Administration Fees" means the amount payable to the Agent
pursuant to Section 4(d)(ii) of the Participation Agreement, in the amount set
forth in the Fee Letter.

         "Applicable A-Margin" means with respect to Tranche A Loans, as of any
date in any Interest Period, the applicable percentage per annum set forth in
Schedule I attached hereto.

         "Applicable B-Margin" means with respect to Tranche B Loans, as of any
date in any Interest Period, the Applicable A-Margin.


                                                                     Definitions
<PAGE>   162


         "Applicable Equity Margin" means with respect to Equity Amounts, as of
any date in any Interest Period, the applicable percentage per annum set forth
in Schedule I attached hereto.

         "Applicable Law" at any time means all then existing applicable laws
(including Environmental Laws), rules, regulations, statutes, treaties, codes,
ordinances, permits, certificates, orders and licenses of and interpretations
issued by any Governmental Authority, and applicable judgments, decrees,
injunctions, writs, orders or like action of any court, arbitrator or other
administrative, judicial or quasi-judicial tribunal or agency of competent
jurisdiction (including those pertaining to health, safety or the environment
(including, without limitation, wetlands) and those pertaining to the
Construction, demolition, or alteration of the Improvements, use or occupancy of
any Site or any part thereof, including any that require repairs, modifications
or alterations of or to any Site 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 U.S.C. Section 1201 et. seq. and any other similar
laws or ordinances and the regulations promulgated thereunder)) and any
restrictive covenant or deed restriction or easement of record, or known to the
Lessee, encumbering the Property or any part thereof.

         "Applicable Nonuse Fee Percentage" means with respect to Nonuse Fees,
the applicable percentage per annum set forth in Schedule I attached hereto.

         "Applicable Percentage" means for the Texas Property, the percentage
set forth in Section 6(d)(3) of the Master Lease, and for each other Site, the
"Applicable Percentage" set forth in the Lease Supplement applicable to such
Site and determined in accordance with Section 6(d)(3) of the Master Lease.

         "Applicable Percentage Amount" means, for any Site as of any date, the
product of the Applicable Percentage for such Site multiplied by the remainder
(if a positive number) of the Site Balance for such Site minus the Land Interest
Lease Balance for that Site.

         "Appraisal" shall mean a report, in form and substance satisfactory to
the Certificate Holders and Lessor (including appraisal methods satisfactory to
the Certificate Holders and the Agent), in good faith, of the Appraiser opining,
among other things, with respect to each Site:

                  (i) as of applicable Site Acquisition Date, the applicable
         Site will have a Fair Market Sales Value equal to the acquisition cost
         therefor paid by the Lessor, and in the case of the Texas Property,
         taking into account the terms of the Arco Lease,

                  (ii) as of the end of each of the Construction Period and the
         Basic Term for such Site, the Fair Market Sales Value of the Site as
         built will be not less than the Site Cost as of the Expiration Date for
         such Site, and

                  (iii) on the Expiration Date for such Site, the likelihood
         that the Fair Market Sales Value of such Site will be less than the
         product of the Remaining Percentage applicable to such Site and the
         Site Cost applicable to such Site is remote.

Such Appraisal shall also confirm that the Site Cost, assuming the Improvements
contemplated to be renovated or constructed thereon are completed in accordance
with the Plans and


                                                                     Definitions
<PAGE>   163


Specifications, will be at least equal to the Fair Market Sales Value of the
Site at the end of the Construction Period (the "Projected Completion Value").
Each Appraisal will be prepared in accordance with all Applicable Laws,
including (without limitation) FIRREA, as determined by the judgment of the
Agent.

         "Appraiser" means an appraiser or appraisal firm selected by the Agent.

         "Appurtenant Rights" means, with respect to any Land Interest, (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 such Land Interest or the
Improvements thereon, including, without limitation, the use of any streets,
ways, alleys, vaults or strips of land adjoining, abutting, adjacent or
contiguous to such Land Interest and (ii) all permits, licenses and rights,
whether or not of record, appurtenant to such Land Interest.

         "Arco" means Atlantic Richfield Company, a Delaware corporation.

         "Arco Assumption Agreement" means that certain Assumption Agreement
delivered on the Documentation Date in substantially the form of Exhibit P to
the Participation Agreement.

         "Arco Estoppel Certificate" means that certain Estoppel Certificate
delivered on the Documentation Date in substantially the form of Exhibit Q to
the Participation Agreement.

         "Arco Lease" means that certain Lease dated as of [__________], 2000
between Arco, as Landlord, and ARCO Comfort Products Co., a Texas Corporation,
as Tenant in substantially the form of Exhibit O to the Participation Agreement
and which will be assigned by Tenant to Landlord on the Documentation Date.

         "Arco Lease Fixed Pass Through Expenses" is defined in Section 2.9(c)
of the Construction Agency Agreement.

         "Arco Operating Premises" means the premises demised under the Arco
Lease.

         "Arranger" means Banc One Capital Markets, Inc.

         "Assignment Agreement" means an Assignment Agreement substantially in
the form of Exhibit M-1 or M-2 to the Participation Agreement.

         "Assignment of Leases and Rents" means the Master Assignment of Leases
and Rents and each Specific Assignment of Leases and Rents.

         "Available Commitments" means the sum of (i) the Available Loan
Commitment and (ii) the Available Equity Commitment.

         "Available Equity Commitment" means, at any time, an amount equal to
the excess, if any, of (a) the Equity Commitment over (b) the aggregate amount
of Equity Amounts then outstanding.


                                                                     Definitions
<PAGE>   164


         "Available Loan Commitment" means, at any time, an amount equal to the
excess, if any, of (a) the aggregate amount of the Loan Commitments over (b) the
aggregate principal amount of all Loans then outstanding.

         "Bankruptcy Code" is defined in Section 6.1(e) of the Loan Agreement.

         "Basic Rent" means, the sum of (i) the Tranche A Lender Basic Rent,
(ii) the Tranche B Lender Basic Rent and (iii) the Equity Basic Rent, calculated
as of the applicable Payment Date.

         "Basic Term" is defined in Section 3(a) of the Master Lease.

         "Benefitted Lender" is defined in Section 9.6 of the Loan Agreement.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Break Costs" means an amount equal to the amount, if any, required to
compensate any Participant for any additional losses (including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or funds acquired by any Participant to fund its
obligations under the Operative Documents) it may reasonably incur as a result
of (x) the Lessee's payment of Rent other than on a Payment Date, (y) any
Advance not being made on the date specified therefor in the applicable Funding
Request (other than as a result of a breach by any Participant, as the case may
be, of its obligation under Section 3(a), 3(b) or 3(c), as the case may be, of
the Participation Agreement to make Advances to the Lessor or Lessee or make
Equity Amounts or Loans available to the Lessor) or (z) as a result of any
conversion of the LIBO Rate pursuant to Section 4(e) of the Participation
Agreement. A statement as to the amount of such loss, cost or expense, prepared
in good faith and in reasonable detail and submitted by any Participant, as the
case may be, to the Lessee, shall be presumed correct absent demonstrable error.

         "Business Day" means (i) each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banks in Chicago, Illinois or, to the extent
that funds are to be delivered to or by the Trust, the city and state in which
the principal place of business of the Trustee is located are generally
authorized or obligated, by law or executive order, to close and (ii) relative
to the payment of Rent determined by reference to the LIBO Rate, any day which
is a Business Day under clause (i) and is also a day on which dealings in
Dollars are carried on in the London interbank eurodollar market.

         "Business Trust Statute" is defined in Section 1.1 of the Trust
Agreement.

         "Capital Lease" means, with respect to any Person which is the lessee
thereunder, any lease or charter of property, real or personal, which would, in
accordance with GAAP, be recorded as an asset under a capital lease on a balance
sheet of such Person.

         "Capitalized Lease Obligation" means, with respect to any Person on any
date, the amount which would, in accordance with GAAP, be recorded as an
obligation under a Capital Lease on a balance sheet of such Person as lessee
under such Capital Lease as at such date. For


                                                                     Definitions
<PAGE>   165


purposes of the Operative Documents, Capitalized Lease Obligations shall be
deemed to be Debt secured by a Lien.

"Casualty" means any damage or destruction of all or any portion of any Site as
a result of a fire or other casualty.

         "CERCLA" means the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, 42 U.S.C. Sections 9601 et seq., as amended.

         "Certificate Holder" means the holder of a Certificate (as defined in
the Trust Agreement, or their successors or permitted assigns expressly
permitted under the Operative Documents.

         "Certificate Holder Officer" is defined in Section 6(b)(8) of the
Participation Agreement.

         "Certificates" means those certain Certificates (as defined in the
Trust Agreement) issued to the Certificate Holders pursuant to the Trust
Agreement, substantially in the form of Exhibit A thereto, and any and all
Certificates issued in replacement or exchange thereof.

         "Change in Control" means (1) the acquisition by any Person, or by two
or more Persons acting in concert (which Person or Persons shall not include any
Perot Family Member) of an aggregate of more than 50% of the total issued and
outstanding shares of the voting stock of the Parent Guarantor or (2) the Parent
Guarantor merges with, consolidates with, or, in a single transaction or related
series of transactions, sells or otherwise disposes of all of its assets to, a
Person that is not an Affiliate of the Parent Guarantor, and immediately after
the consummation of that transaction, Persons who where shareholders of the
Parent Guarantor immediately prior to the consummation of that transaction do
not hold, in the aggregate, more than 50% of the outstanding voting stock of the
Person surviving the merger, the Person resulting from the consolidation, or the
Person acquiring the assets of the Parent Guarantor.

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the Documentation Date, (b) any change in any law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
the Documentation Date or (c) compliance by any Participant (or, for purposes of
Section 4(e)(ii)(2) of the Participation Agreement, by any lending office of
such Participant or by such Participant's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of the Participation
Agreement.

         "Claim" is defined in Section 14 of the Participation Agreement.

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

         "Collateral" means all rights and assets pledged and mortgaged pursuant
to the Lender Mortgages, Assignment of Leases and Rents and the Construction
Agency Agreement Assignment.


                                                                     Definitions
<PAGE>   166


         "Commitment" means (i) as to any Lender, its Loan Commitment and (ii)
as to any Certificate Holder, its Equity Commitment. The Commitment for any Site
shall mean that portion of the Commitment which is allocated to such Site.

         "Commitment Percentage" means, as to any Participant, the percentage
set forth opposite such Participant's name under the heading "Commitment
Percentage" on Schedule I to the Participation Agreement.

         "Commitment Period" means the approximately two-year period from (and
including) the Documentation Date to the day before the second anniversary
thereof.

         "Competitor" is defined in Section 10.1(c) of the Trust Agreement.

         "Completion" of a Site means such time as the conditions set forth in
Section 10 of the Participation Agreement are satisfied with respect to such
Site.

         "Completion Certificate" is defined in Section 10(a)(1)(iii) of the
Participation Agreement.

         "Completion Date" means, for each Site, the date on which Completion of
such Site has occurred. The Completion Date for each Site shall occur on or
before the applicable Outside Completion Date.

         "Condemnation" means any condemnation, requisition, confiscation,
seizure or other taking or sale of the use, access, occupancy, easement rights
or title to any Site 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, such Site or alter the pedestrian or vehicular
traffic flow to such Site so as to result in change in access to such Site, or
by or on account of an eviction by paramount title or any transfer made in lieu
of any such proceeding or action. A "Condemnation" shall be deemed to have
occurred on the earliest of the dates that use, occupancy or title vests in the
Governmental Authority.

         "Consolidated EBIT" means, for any period, on a consolidated basis for
the Parent Guarantor and its Subsidiaries, the sum of the amounts for such
period, without duplication, of: (i) Consolidated Net Income, plus (ii) charges
against income for foreign, federal, state, and local taxes, to the extent
deducted in computing Consolidated Net Income, plus (iii) Consolidated Interest
Expense, plus (iv) extraordinary or non-recurring non-cash losses to the extent
deducted in computing Consolidated Net Income, minus (v) extraordinary or
non-recurring non-cash gains to the extent included in computing Net Income,
calculated on a rolling four (4) quarter basis for covenant compliance purposes.

         "Consolidated EBITDA" means, for any period, on a consolidated basis
for the Parent Guarantor and its Subsidiaries, the sum of the amounts for such
period, without duplication, of: (i) Consolidated Net Income, plus (ii) charges
against income for foreign, federal, state, and local taxes, to the extent
deducted in computing Consolidated Net Income, plus (iii) Consolidated


                                                                     Definitions
<PAGE>   167


Interest Expense, plus (iv) depreciation expense, to the extent deducted in
computing Consolidated Net Income, plus (v) amortization expense, including,
without limitation, amortization of goodwill, other intangible assets and
Transaction Costs, to the extent deducted in computing Consolidated Net Income,
plus (vi) extraordinary or non-recurring non-cash losses to the extent deducted
in computing Consolidated Net Income, minus (vii) extraordinary or non-recurring
non-cash gains to the extent included in computing Consolidated Net Income,
calculated on a rolling four (4) quarter basis for covenant compliance purposes.

         "Consolidated Funded Indebtedness" means at any time the aggregate
dollar amount of Consolidated Indebtedness which has actually been funded and is
outstanding at such time (including all payments under the Operative Documents
and other leases), whether or not such amount is due or payable at such time.

         "Consolidated Indebtedness" means at any time the Debt of the Parent
Guarantor and its Subsidiaries calculated on a consolidated basis as of such
time.

         "Consolidated Interest Expense" means, with reference to any period, on
a consolidated basis for the Parent Guarantor and its Subsidiaries, the interest
expense (including all payments of Basic Rent (net of any amounts of base rent
paid under the Arco Lease) under the Operative Documents and the interest
component (determined in accordance with GAAP) of Capital Leases) for such
period, calculated on a rolling four (4) quarter basis for covenant compliance
purposes.

         "Consolidated Net Income" means, with reference to any period, the net
income (or loss) of the Parent Guarantor and its Subsidiaries calculated on a
consolidated basis for such period in accordance with GAAP.

         "Consolidated Subsidiaries" means, with respect to the Parent Guarantor
on any date, all Subsidiaries and other entities whose accounts are consolidated
with the accounts of the Parent Guarantor as of such date in accordance with the
principles of consolidation reflected in the audited financial statements of the
Parent Guarantor as of such date delivered in accordance with Section 8(d) of
the Participation Agreement.

         "Construction" means the renovation or construction and installation of
all Improvements with respect to an Identified Project contemplated by the Plans
and Specifications for such Identified Project.

         "Construction Agency Agreement" means the Construction Agency
Agreement, dated as of June 22, 2000, between the Lessor and the Construction
Agent, together with each Construction Agency Agreement Supplement.

         "Construction Agency Agreement Assignment" means the Construction
Agency Agreement Assignment dated as of June 22, 2000, made by the Lessor, as
assignor, in favor of the Agent, as assignee.


                                                                     Definitions
<PAGE>   168


         "Construction Agency Agreement Default" means any event or condition
which, with the lapse of time or the giving of notice, or both, would constitute
a Construction Agency Agreement Event of Default.

         "Construction Agency Agreement Event of Default" means a "Construction
Agency Agreement Event of Default" as defined in Section 5.1 of the Construction
Agency Agreement.

         "Construction Agency Agreement Supplement" means any duly executed and
delivered Supplement to the Construction Agency Agreement substantially in the
form attached to the Construction Agency Agreement as Exhibit A thereto.

         "Construction Agency Person" is defined in Section 5.3(c) of the
Construction Agency Agreement.

         "Construction Agent" means Perot Systems Corporation, a Delaware
corporation, as construction agent under the Construction Agency Agreement.

         "Construction Budget" means the budget prepared by the Lessee and
submitted by the Construction Agent to the Agent pursuant to Section 9(d)(2) of
the Participation Agreement for approval pursuant to Section 2.3 of the
Construction Agency Agreement for each Identified Project on each Site, which
shall include in detail reasonably satisfactory to the Agent and the Lessor, the
costs and expenses, including amounts payable under contracts with general
contractors, to be incurred in connection with Construction of such Identified
Project.

         "Construction Certificate" is defined in Section 9(b)(2) of the
Participation Agreement.

         "Construction Documents" is defined in Section 2.6 of the Construction
Agency Agreement.

         "Construction Documents Assignment" means the Construction Documents
Assignment dated as of June 22, 2000, made by the Construction Agent in favor of
the Lessor and delivered pursuant to the Construction Agency Agreement.

         "Construction Failure Payment" is defined in Section 5.3(a) of the
Construction Agency Agreement.

         "Construction Milestones" means, for each Site, the construction
milestones for each Identified Project, which milestones (x) represent outside
dates for completion of the specified items, and (y) are provided by the
Construction Agent to the Agent pursuant to Section 9(d)(1) of the Participation
Agreement for approval pursuant to Section 2.3 of the Construction Agency
Agreement.

         "Construction Period" means for any Site, the period commencing on the
Site Acquisition Date as to that Site (but no earlier than the Documentation
Date) and ending upon the earlier of (i) the Outside Completion Date and (ii)
the Completion Date. No Construction Period shall extend beyond the Master Lease
Termination Date.


                                                                     Definitions
<PAGE>   169


"Construction Portion" means as to any Site, that part of that Site as to which
Construction is occurring and which is not Arco Operating Premises or Perot
Operating Premises or which is not subject to any Interim Permitted Lease.

         "Construction Portion Operating Expenses" means as to any Construction
Portion of a Site, the Operating Expenses allocable to and incurred in
connection with such Construction Portion of the Site.

         "Cost Overrun" is defined in Section 3(e) of the Master Lease.

         "Cost Overrun Portion" is defined in Section 3(e) of the Master Lease

         "Costs of Carry" for any Site means all Accrued Interest and Yield,
including accruals after Lessor takes back or acquires title to such Site free
and clear of Lessee's interest, on the applicable Site Balance and all
Impositions (whether incurred or accrued prior to or after Lessor takes back or
acquires title to such Site free and clear of Lessee's interest) that would be
otherwise payable by Lessee under the Operative Documents during the Lease Term,
insurance premiums, costs incurred in the enforcement of the Operative
Documents, cost incurred in connection with the ownership, use, possession,
control, operation, maintenance, improvement, acquisition, sale, leasing and
otherwise in connection with such Site to the extent not otherwise paid by
Lessee or reimbursed to the Participants.

         "Debt" means with respect to any Person (i) indebtedness for borrowed
money (including, without limitation, indebtedness evidenced by debt
securities); (ii) obligations to pay the deferred purchase price of property or
services, except trade accounts payable in the ordinary course of business; and
(iii) Capitalized Lease Obligations, in the case of each of the foregoing
clauses (i) through (iii), for which such Person or any of its Consolidated
Subsidiaries shall be liable as a primary obligor or under any Guaranty of any
such indebtedness or other such obligations of an entity not included in such
Person's consolidated financial statements and (iv) any such indebtedness or
other such obligations of any entity not included in such Person's consolidated
financial statements secured in any manner by any Lien upon any assets of such
Person or any of its Consolidated Subsidiaries to the extent, in the case of
indebtedness (other than under the Operative Documents, for which "Debt" shall
include the Property Balance) for which recourse to such Person is limited to
such assets, of the book value of the assets subject to the Lien; provided,
however, that for purposes of the computation of any Debt under the Operative
Documents there shall be no duplication of any item of primary or other
indebtedness or other obligation referred to hereinabove, whether such item
reflects the indebtedness or other obligation of such Person or any of its
Consolidated Subsidiaries or of any entity not included in such Person's
consolidated financial statements.

         "Deed" means, for each Land Interest (other than a Non-Acquired Land
Interest), a deed with respect to the real property comprising such Land
Interest, in conformity with Applicable Law and appropriate for recording with
the applicable Governmental Authorities, conveying fee simple title to such real
property to the Lessor.

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


                                                                     Definitions
<PAGE>   170


         "Designated Office" means (i) in the case of the Trust, the office of
the Trustee located at the address set forth on Schedule 2 to the Participation
Agreement as its Designated Office, and (ii) in the case of the Agent, the
office of the Agent located at the address set forth on Schedule 2 to the
Participation Agreement as its Designated Office.

         "Disclosing Party" is defined in Section 22(k) of the Participation
Agreement.

         "Documentation Date" as defined in Section 2(a) of the Participation
Agreement is June 22, 2000.

         "Dollars" and "$" mean dollars in lawful currency of the United States
of America.

         "Eligible Construction Costs" means the sum of the aggregate Site Costs
incurred as of the date of a Construction Agency Agreement Event of Default, any
additional Site Improvement Costs necessary to complete Construction, and any
damages relating to the breach or termination of any Construction or supply
agreement following a Construction Agency Agreement Event of Default, but
excluding any Transaction Expenses which are not allocable to the Construction
Period.

         "Engagement Letter" means that certain letter, dated as of February 24,
2000, between the Parent Guarantor and the Arranger.

         "Environmental Audit" means either a Phase One environmental site
assessment (the scope and performance of which meets or exceeds the then most
current ASTM Standard Practice E1527 for Environmental Site Assessments: Phase
One Environmental Site Assessment Process, or its successor) of a Site,
performed by an environmental consultant selected by the Lessee and approved by
the Lessor (such approval not to be unreasonably withheld) and, if applicable, a
Phase Two environmental site assessment for such Site performed by such
environmental consultant.

         "Environmental Law" at any time, means any applicable Federal, state,
county or local law, statute, ordinance, rule, regulation, license, permit,
authorization, approval, covenant, criteria having the effect of law, guideline
having the effect of law, administrative or court order, judgment, decree,
injunction, code or requirement or any agreement with a Governmental Authority
theretofore enacted or promulgated:

         (x) relating to pollution (or the cleanup, removal, remediation or
encapsulation thereof, or any other response thereto), or the regulation or
protection of human health, safety or the environment, including air, water,
vapor, surface water, groundwater, drinking water, land (including surface or
subsurface), and plant, aquatic and animal life, or

         (y) concerning exposure to, or the use, containment, storage,
recycling, treatment, generation, discharge, emission, Release or threatened
Release, transportation, processing, handling, labeling, containment,
production, disposal or remediation of any Hazardous Substance, Hazardous
Condition or Hazardous Activity.


                                                                     Definitions
<PAGE>   171


in each case as amended and as then in effect, and any common law or equitable
doctrine (including, without limitation, injunctive relief and tort doctrines
such as negligence, nuisance, trespass and strict liability) that may impose
liability or obligations for injuries (whether personal or property) or damages
due to or threatened as a result of the presence of, exposure to, or ingestion
of, any Hazardous Substance. At any time, Environmental Laws include, but are
not limited to, CERCLA; the Resource Conservation and Recovery Act of 1976, 42
U.S.C Section 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C
Section 1251 et seq.; the Clean Air Act, 42 U.S.C Section 7401 et seq.; the
National Environmental Policy Act, 42 U.S.C Section 4321; the Refuse Act, 33
U.S.C. Section 401 et seq.; the Hazardous Materials Transportation Act of 1994,
49 U.S.C Section 5101 et seq.; the Toxic Substances Control Act, 15 U.S.C
Section 2601 et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7
U.S.C Section 136 et seq.; the Safe Drinking Water Act, 42 U.S.C Section 300f et
seq., each as amended and as then in effect, and their state and local
counterparts or equivalents, including any regulations promulgated thereunder.

         "Environmental Violation" means any activity, occurrence or condition
at any Site that violates any Environmental Law or that subjects any Person to
liability or potential liability under any Environmental Law.

         "Equipment" means equipment and apparatus, of every kind and nature
whatsoever purchased, leased or otherwise acquired by the Lessor or the
Construction Agent on behalf of the Lessor using the proceeds of any Advance and
any replacement thereof including, but without limiting the generality of the
foregoing, all storm doors and windows, heating, electrical, and mechanical
equipment, lighting, switchboards, plumbing, ventilation, air conditioning and
air-cooling apparatus, refrigerating, and incinerating equipment, escalators,
elevators, building cleaning systems (including window cleaning apparatus),
communication systems (including satellite dishes and antennae), sprinkler
systems and other fire prevention and extinguishing apparatus and materials,
security systems, motors, engines, machinery, pipes, pumps, tanks, conduits and
fittings of every kind and description or which is otherwise integral to the
operation of any Improvements, but shall not include any Lessee Property.

         "Equity Amount" is defined at Section 3(a)(ii) of the Participation
Agreement.

         "Equity Balance" means for each Site, with respect to any Certificate
Holder as of any date of determination an amount equal to the sum of the
outstanding Equity Amounts funded by such Certificate Holder together with all
accrued and unpaid Yield thereon allocable to the Certificates held by such
Certificate Holders for such Site. "Equity Balance" means for each Site, with
respect to all Certificate Holders as of any date of determination, the
aggregate amount of Equity Balances for all Certificate Holders relating to such
Site. "Equity Balance" means for the Property, with respect to all of the
Certificate Holders as of any date of determination, the aggregate Equity
Balances for all Certificate Holders relating to all Sites.

         "Equity Basic Rent" means the amount of accrued and unpaid Yield due on
the Equity Amounts, determined in accordance with Section 4(a) of the
Participation Agreement as of any Payment Date and excluding any interest at the
applicable Overdue Rate on any installment of Equity Basic Rent not paid when
due and any fine, penalty, interest or cost assessed or added under any
agreement with a third party for nonpayment or late payment of Equity Basic
Rent.

                                                                     Definitions
<PAGE>   172


         "Equity Commitment" means the Commitment of the Certificate Holders to
make equity investments in the Lessor at the request of the Construction Agent
or the Lessee in an aggregate amount not to exceed the applicable amount set
forth on Schedule 1 to the Participation Agreement.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time or any successor Federal statute.

         "Estimated Improvement Costs" for each Site means, as of the Site
Acquisition Date for such Site, an amount equal to the aggregate amount which
the Construction Agent in good faith expects to be expended for Construction in
order to achieve Completion with respect to Improvements for such Site taking
into account the Accrued Interest and Yield to be expected based on the funding
schedule and the initial estimate of allocated Transaction Expenses.

         "Event of Default" means a Lease Event of Default, a Construction
Agency Agreement Event of Default or a Loan Agreement Event of Default.

         "Event of Loss" with respect to a Site, means any of the following
events: (i) destruction or damage to that Site that is determined by the
Required Majority Participants (during the Construction Period) or the Lessee
(during any period after the Construction Period) (x) to be beyond reasonable
repair (in the case of the Construction Period) prior to the Outside Completion
Date and (in the case of any period after the Construction Period) by the
applicable Expiration Date or (y) to render that Site permanently unfit for the
Lessee's normal use for any reason whatsoever; or (ii) the Condemnation,
confiscation or seizure of the whole or any significant part of such Site, or
requisition of title to, or use of, any significant part of such Site rendering
such Site permanently unfit for the Lessee's normal use; or (iii) any event
which constitutes an Environmental Violation or any notice or order received
from any Governmental Authority in connection with an alleged Environmental
Violation or breach or revocation of any permit, license, or approval pertaining
to the protection of the environment (and necessary to the Lessee's normal use
(with respect to a breach or revocation only)) of such Site if the estimated
cost to Lessee to take the action as is necessary to remedy any Environmental
Violation, breach, comply with any such order, or to have such permit, license
or approval re-issued or re-instated in good standing, as the case may be, is
greater than 50% of the originally appraised Fair Market Value of the Site and
100% of the costs to take such action or actions is not covered by environmental
liability insurance maintained by the Lessee and acceptable to the Agent, the
Lessor and the Required Majority Participants, unless waived in writing by the
Agent, the Lessor and the Participants.

         "Excepted Payments" means:

                  all indemnity payments (including indemnity payments made
                  pursuant to Sections 13 and 14 of the Participation Agreement)
                  to which the Lessor, the Agent, any Lender or any of their
                  respective Affiliates, agents, officers, directors or
                  employees is entitled;

                  any amounts (other than Basic Rent or amounts payable by
                  Lessee pursuant to Section 6, 11 or 16 of the Master Lease)
                  payable under any Operative


                                                                     Definitions
<PAGE>   173


                  Document to reimburse the Lessor or any of their respective
                  Affiliates (including the reasonable expenses of the Lessor or
                  such Affiliates incurred in connection with any such payment)
                  for performing or complying with any of the obligations of the
                  Lessee under and as permitted by any Operative Document;

                  any amount payable to the Certificate Holders by any
                  transferee of the interest of the Certificate Holders
                  permitted under the Operative Documents as the purchase price
                  for the Certificate Holders' interest (or a portion thereof);

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

                  any insurance proceeds under policies maintained by the
                  Lessor;

                  Transaction Expenses or other amounts or expenses paid or
                  payable to or for the benefit of the Lessor;

                  all right, title and interest of the Lessor to the Property or
                  any portion thereof or any other property to the extent any of
                  the foregoing has been released from the Liens of the Lender
                  Mortgage, the Assignment of Leases and Rents and the
                  Construction Agency Agreement Assignment pursuant to the terms
                  thereof; and

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

         "Excess Casualty/Condemnation Proceeds" means the excess, if any, of
(x) the aggregate of all awards, compensation or insurance proceeds payable in
connection with a Casualty or Condemnation (net of all costs and expenses
reasonably incurred by the Lessor or any Participant in connection therewith)
over (y) the Site Balance paid by the Lessee pursuant to Section 11 of the
Master Lease with respect to such Casualty or Condemnation.

         "Excess Sales Proceeds" means the excess, if any, of (x) the aggregate
of all proceeds received by the Lessor in connection with any sale of the
Property pursuant to the Lessor's exercise of remedies under Section 16 of the
Master Lease or the Lessee's exercise of the Sale Option under Section 6 of the
Master Lease (net of all costs and expenses reasonably incurred by the Lessor or
any Participant in connection therewith) over (y) the Property Balance paid by
the Lessee.

         "Expiration Date" means for each Site, the fifth anniversary of the
Documentation Date, or, if the Basic Term for such Site has been extended in
accordance with Section 6(a) of the Master Lease the last day of the Renewal
Term; in each case, as such date is accelerated upon any termination of the
Lease Term with respect to such Site.

                                                                     Definitions
<PAGE>   174


         "Fair Market Sales Value" for the Property or any Site means 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 the Property or such Site,
respectively. The Fair Market Sales Value shall be determined taking into
account the economic useful life and utility of the Property or such Site and
based on the assumption that, (i) except for purposes of Sections 6(i) and 16 of
the Master Lease, (x) the Property or the applicable Site is in the condition
and state of repair required by the Operative Documents and (y) the Lessee is in
compliance with the other requirements of the Operative Documents relating to
the condition of the Property or such Site and (ii) in the case of the Texas
Property, rent payments under the Arco Lease do not necessarily reflect market
conditions.

         "Federal" means of or pertaining to the government of the United States
of America.

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

         "Fee Letter" means that certain Fee Letter dated February 24, 2000
among Bank One, NA, Banc One Capital Markets, Inc. and Perot Systems
Corporation.

         "Filings" is defined in Section 13 of the Participation Agreement.

         "Financial Officer" is defined in Section 8(I)(d)(1)(iii) of the
Participation Agreement.

         "Financial Reports" has the meaning set forth in Section 8(a)(18) of
the Participation Agreement.

         "FIRREA" means the Federal Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended, and the rules and regulations adopted
pursuant thereto.

         "Fiscal Quarter" means any quarter of a Fiscal Year.

         "Fiscal Year" means any period of twelve consecutive calendar months
ending on December 31; references to a Fiscal Year with a number corresponding
to any calendar year (e.g., the "2000 Fiscal Year") refer to the Fiscal Year
ending on December 31st of such calendar year.

         "Fixtures" means all fixtures (not including Lessee Property) relating
to the Improvements, including all components thereof, located in or on the
Improvements, together with all replacements, modifications, alterations and
additions thereto.

         "FMV Shortfall" is defined in Section 10(b) of the Participation
Agreement.


                                                                     Definitions
<PAGE>   175


         "Force Majeure Event" means, with respect to the Construction relating
to any Site, any event (the existence of which, in the case of any event other
than adverse weather conditions, was not known by the Lessee or the Construction
Agent prior to the applicable Site Acquisition Date) beyond the control of the
Lessee and the Construction Agent, including, but not limited to, strikes,
lockouts, adverse soil conditions, acts of God, adverse weather conditions,
inability to obtain labor or materials, government activities, civil commotion
and enemy action; but excluding any event, cause or condition that results from
the Construction Agent's financial condition or failure to pay or any event,
cause or condition which could have been avoided or which could be remedied
through the exercise of commercially reasonable efforts or the commercially
reasonable expenditure of funds.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "Funded Debt" means all Debt, for a Person as of a date, that would, in
accordance with GAAP, constitute long-term debt, and which in any event,
includes (i) the Property Balance, (ii) any Debt with a maturity of more than
one year after the creation of such Debt, (iii) any portion of any Debt included
in current liabilities, (iv) any Debt outstanding under revolving credit or
similar agreements provided for borrowings (and renewal and extensions thereof)
over a period of more than one year notwithstanding that any such Debt may be
payable on demand or within one year after the creation thereof, (v) any
Capitalized Lease Obligations and (vi) any Guaranty of any obligations of the
type described in any of clauses (i) through (v) above and all obligations of
the type described in any of clauses (i) through (v) that are endorsed
(otherwise than for collection or deposit in the ordinary course of business) or
discounted with recourse by such Person.

         "Funding Date" means any Business Day on which Advances are made under
the Participation Agreement in accordance with Section 3(c) thereof, and
includes each Site Acquisition Date.

         "Funding Request" is defined in Section 3(c) of the Participation
Agreement.

         "GAAP" means United States generally accepted accounting principles
(including principles of consolidation), in effect from time to time.

         "Governmental Actions" means all authorizations, certificates,
consents, approvals, waivers, exemptions, variances, franchises, orders,
permissions, permits and licenses of, and filings, registrations, recordings and
declarations with, any Governmental Authority, which are reasonably or
practically necessary in connection with the transactions contemplated by the
Participation Agreement or any other Operative Document, including, without
limitation, in connection with the compliance with applicable Environmental
Laws, the ownership of the Sites by the Trust, the beneficial ownership of such
Sites by the Certificate Holders, the leasing of such Sites by the Trust under
the Lease, and the use, occupancy and operation of such Sites by the Lessee, and
the execution, delivery and performance by the respective parties thereto of the
Operative Documents; but not including in the case of the Certificate Holders or
the Trust, Governmental Actions, if any, which (A) may be required under
applicable Federal, state or local laws, rules and regulations providing for the
supervision or regulation of the banking business,


                                                                     Definitions
<PAGE>   176


trust business, insurance business or any other line of business currently
carried on by, or as a direct consequence of the nature of any of the properties
or assets currently owned, leased, operated or managed in any manner by the
Certificate Holders, the Trust or any Affiliate thereof and (B) are not related
to the transactions contemplated by the Operative Documents.

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

         "Ground Lease" means a ground lease of a Non-Acquired Land Interest in
favor of the Lessor (or assigned to the Lessor) as ground lessee, in form and
substance acceptable to the Certificate Holders and the Agent, with a Ground
Lessor.

         "Ground Lessor" means a Person which is not an Affiliate of the Lessee
and is the owner of the fee interest in any parcel or parcels of real property
subject to a Non-Acquired Land Interest.

         "Guarantor" means the Lessee as obligor under the Structural Guaranty.

         "Guaranty" by any Person means any direct or indirect undertaking to
assume, guaranty, endorse, contingently agree to purchase or to provide funds
for the payment of, or otherwise become liable in respect of, any obligation of
any other Person, excluding endorsements for collection or deposit in the
ordinary course of business.

         "Hazardous Activity" means 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" means any condition at any Site that violates or
threatens to violate, or that results in or threatens noncompliance with, any
Environmental Law.

         "Hazardous Substance" means any of the following: (i) any petroleum or
petroleum product, crude oil or any fraction thereof, explosives, radioactive
materials, asbestos, asbestos containing materials, ureaformaldehyde,
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, as defined under any Environmental Law;
or (iii) any substance, material, product, derivative, compound or mixture,
mineral, chemical, waste, gas, medical waste or pollutant that would support the
assertion of any claim under any Environmental Law, whether or not defined as
hazardous as such under any Environmental Law.


                                                                     Definitions
<PAGE>   177


         "Identified Project" means with respect to any Land Interest, a
discrete project that is the subject of Construction and for which Plans and
Specifications have been prepared.

         "Impositions" means any and all liabilities, losses, expenses and costs
of any kind whatsoever for fees, taxes, levies, imposts, duties, charges,
assessments or withholdings of any nature whatsoever ("Taxes") (including,
without limitation, (i) real and personal property taxes, including personal
property taxes on any property covered by the Master 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, mortgage taxes,
intangible taxes, stamp taxes and documentary recording taxes and fees; (v)
taxes that are or are in the nature of franchise, income, value added, gross
receipts, privilege and doing business taxes, license and registration fees; and
(vi) assessments on the Property, including all assessments for public
improvements or benefits, whether or not such improvements are commenced or
completed within the Lease Term), and in each case all interest, additions to
tax and penalties thereon, which at any time may be levied, assessed or imposed
by any Governmental Authority upon or with respect to (a) any Tax Indemnitee,
the Property or any part thereof or interest therein, or the Lessee or any
sublessee or user of the Property or any part thereof; (b) the financing,
refinancing, demolition, construction, substitution, subleasing, assignment,
control, condition, occupancy, servicing, maintenance, repair, ownership,
possession, purchase, rental, lease, activity conducted on, delivery, insuring,
use, operation, improvement, transfer, return or other disposition of the
Property or any part thereof or interest therein; (c) the Notes or other
indebtedness with respect to the Property or any part thereof or interest
therein or transfer thereof; (d) the rentals, receipts or earnings arising from
the Property or any part thereof or interest therein; (e) the Operative
Documents or any payment made or accrued pursuant thereto; (f) the income or
other proceeds received with respect to the Property or any part thereof or
interest therein upon the sale or disposition thereof; (g) any contract
(including the Construction Agency Agreement) relating to the construction,
acquisition or delivery of the Improvements or any part thereof or interest
therein; (h) the issuance of the Notes; or (i) otherwise in connection with the
transactions contemplated by the Operative Documents.

         "Improved Property" means any Site for which the applicable Land
Interest which is acquired by the Lessor includes substantial improvements which
will remain at the Site; provided, however, that such Improved Property may be
subject to further improvement by the Construction Agent under the Construction
Agency Agreement and other Operative Documents.

         "Improvements" means 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 the Construction Agency Agreement and
those purchased with amounts advanced by the Participants pursuant to the
Participation Agreement) on or under any Land Interest, 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 Alterations and other additions to or changes in the Improvements
at any time, but excluding in all instances Lessee Property.


                                                                     Definitions
<PAGE>   178


         "Improvements Lease Balance" means, for any Site, as of any date of
determination, an amount equal to the sum of the outstanding Lease Balance
allocated to the Improvements at such Site (including the amount of the Advance
funded to the Lessor or the Construction Agent, as applicable, for acquiring the
Improvements existing when Lessor acquired the Land Interest as such amount is
set forth in the applicable Funding Request, plus allocable Transaction
Expenses) and future Improvement costs and allocable Transaction Expenses
allocable pursuant to Section 3(d) of the Participation Agreement.
         "Improvements Proceeds" is defined in Section 6(d)(2)(viii) of the
Master Lease.

         "Income Taxes" is defined in Section 13(c)(5) of the Participation
Agreement.

         "Indemnitee" or "Indemnified Person" means each of the Trustee,
Wilmington Trust Company (or Successor Trustee), each in its individual and
trust capacities), the Trust, the Lessor, each Participant, the Agent, their
respective Affiliates and their respective successors, assigns, directors,
shareholders, partners, officers, employees and agents.

         "Insurance Requirements" means all terms and conditions of any
insurance policy either required by the Master Lease to be maintained by the
Lessee or required by the Construction Agency Agreement to be maintained by the
Construction Agent.

         "Interest Period" shall be determined, with respect to any Loan or
Equity Amount as follows:

         (i)      For any funding in connection with any Site Acquisition Date,
                  the Agent shall quote the LIBO Rate (Reserve Adjusted) for odd
                  LIBOR interest periods (each, an "Odd LIBOR Period") from such
                  Site Acquisition Date through the last day of the month in
                  which such Site Acquisition Date occurs, to the extent
                  available (and if such LIBO Rate-based interest rates are not
                  available, the applicable interest rate shall be the Alternate
                  Base Rate);

         (ii)     Other than as specified in clause (i) above, for each Site
                  during the Construction Period for such Site, the applicable
                  interest periods shall be one-month LIBOR periods, including
                  the full one-month LIBOR period in which the Completion Date
                  applicable to such Site shall occur; and

         (iii)    For each Site, after the end of the one-month LIBOR period in
                  which the Completion Date for such Site shall occur, each
                  interest period shall be for a one-month, three-month or
                  six-month LIBOR period.

Notwithstanding the foregoing, (x) interest periods applicable for interest to
accrue on Loans and Yield determined by reference to the Alternate Base Rate
shall be daily periods, (y) other than Odd LIBOR Periods, each LIBOR Period
shall be a customary one-month, three-month or six-month LIBOR Period, and (z)
no LIBOR Period shall be permitted which extends beyond the Master Lease
Termination Date. If any Interest Period would otherwise end on a day that is
not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless


                                                                     Definitions
<PAGE>   179


the result of such extension would be to carry such Interest Period into another
calendar month in which event such Interest Period shall end on the immediately
preceding Business Day.

         "Interim Term" is defined in Section 3(a) of the Master Lease.

         "Interim Term Permitted Lease" means any lease entered into by Lessor
with a third party for space at a Site during the Interim Term for such Site.

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

         "knowledge" means, with respect to the Lessee, the actual knowledge of
any of the following persons: (i) with respect to facts or occurrences relating
to the Property, employees of the Lessee regularly engaged in supervising
operations of the Lessee under the Operative Documents with respect to the
Property, and (ii) with respect to facts or occurrences unrelated to the
Property, any Responsible Employee of the Lessee or the President, any Vice
President or the Treasurer of the Lessee.

         "Land Acquisition Agreement" means an agreement for the acquisition of
any Land Interest in form and substance reasonably acceptable to the Lessee, the
Lessor, the Participants and the Agent.

         "Land Acquisition Cost" means, for each Site, the amount of the Advance
funded to the Lessor or the Construction Agent, as applicable, for the purpose
of acquiring the applicable Land Interest as such amount is set forth in the
applicable Funding Request, including reimbursement for Transaction Expenses as
allocated to such Site and Land Acquisition Costs therefore as allocated
pursuant to Section 3(d) of the Participation Agreement and any earnest money
deposits and all amounts payable pursuant to the Land Acquisition Agreements.

         "Land Interest" means any parcel or parcels of real estate (which may
be a Non-Acquired Land Interest) identified from time to time in a Funding
Request and located in a state approved by the Agent and the Certificate Holders
after discussion with applicable local counsel acceptable to the Agent and the
Certificate Holders, which parcel or parcels of real estate are described on
Schedule I to any Lease Supplement, together with all Appurtenant Rights
attached thereto.

         "Land Interest Deficiency Amount" means the excess of the Land Interest
Lease Balance over the Land Proceeds on the date of determination for the
applicable Site or Sites.

         "Land Interest Lease Balance" means, for any Site, as of any date of
determination, an amount equal to the sum of the outstanding Lease Balance
allocated to the Land Interest for such Site pursuant to Section 3(d) of the
Participation Agreement.

         "Land Proceeds" is defined in Section 6(d)(2)(viii) of the Master
Lease.

                                                                     Definitions
<PAGE>   180


         "Lease Balance" means, for each Site, as of any date of determination,
an amount equal to the sum of the Loan Balance, and the Equity Balance, in each
case to the extent funded with respect to or allocable to such Site.

         "Lease Default" means 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" is defined in Section 15 of the Master Lease.

         "Lease Supplement" means a Lease Supplement substantially in the form
of Exhibit A to the Master Lease, dated as of the applicable Site Acquisition
Date and covering one or more Sites.

         "Lease Term" is defined in Section 3(a) of the Master Lease.

         "Lender Basic Rent" means, in the aggregate, Tranche A Lender Basic
Rent and Tranche B Lender Basic Rent.

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

         "Lender Mortgage" means each mortgage, deed of trust or similar lien
instrument substantially in the form of Exhibit H to the Participation
Agreement, executed by the Lessor, and joined in by the Lessee, in favor of the
Agent for the benefit of the Lenders with respect to a Site.

         "Lender's Commitment Percentage" means for each Lender, the applicable
percentage set forth on Schedule 1 to the Participation Agreement.

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

         "Lessee" means PSC Management Limited Partnership, a Texas limited
partnership, as lessee under the Master Lease and the Lease Supplements, and its
successors and assigns expressly permitted under the Operative Documents.

"Lessee-Controlled Contest" is defined in Section 13(f) of the Participation
Agreement.

         "Lessee Property" means any and all furniture, artwork, art objects,
memorabilia, artifacts, rugs, carpet (other than wall-to-wall carpet), objects
of historical import, trade fixtures, decorations, equipment, air filters,
computers and computer equipment, table and floor lamps and other personal
property located on or about the Site not constituting a Nonseverable
Improvement to any Site and which was not purchased with the proceeds of any
Advance and is not a replacement of any item purchased with proceeds of any
Advance.


                                                                     Definitions
<PAGE>   181


         "Lessor" means Perot Systems Business Trust No. 2000-1, as lessor under
the Master Lease and the Lease Supplements, and its successors and assigns
expressly permitted under the Operative Documents.

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

         "Lessor Lien" means any Lien, true lease or sublease or disposition of
title or any interest therein arising as a result of (a) any Claim against the
Lessor or any Participant not resulting from or related to the transactions
contemplated by the Operative Documents, (b) any act or omission of the Lessor
or any Participant which is not required or permitted by the Operative Documents
or is in violation of any of the terms of the Operative Documents, (c) any Claim
against the Lessor or any Participant with respect to Taxes or Transaction
Expenses against which Lessee is not required to indemnify the Lessor or any
Participant, in its individual capacity, pursuant to Section 13 or Section 14 of
the Participation Agreement or (d) any Claim against the Lessor or any
Participant arising out of any transfer by the Lessor or that Participant of all
or any portion of the interest of the Lessor in the Property or any Site or the
Operative Documents other than the transfer of title to or possession of the
Property or any Site by the Lessor pursuant to and in accordance with the Master
Lease, the Loan Agreement or the Participation Agreement or pursuant to the
exercise of the remedies set forth in Section 16 of the Master Lease.

         "LIBO Rate" means, relative to any Loan or Equity Amount for any
Interest Period, the offered rate for the period equal to or next greater than
the Interest Period for U.S. Dollar deposits of not less than $1,000,000.00 as
of 11:00 A.M. City of London, England time two Business Days prior to the first
day of the Interest Period as shown on the display designated as British Bankers
Association Interest Settlement Rates on Reuters for the purpose of displaying
such rate. In the event that such rate is not available on Reuters, then such
offered rate shall be otherwise independently determined by Agent from an
alternate, substantially similar independent source available to Agent or shall
be calculated by Agent by a substantially similar methodology as that
theretofore used to determine such offered rate.

                  "LIBO Rate (Reserve Adjusted)" means, relative to any Loan or
Equity Balance for any Interest Period, a rate per annum (rounded upwards, if
necessary, to the nearest 1/32 of 1%) determined pursuant to the following
formula:

                  LIBO Rate           =               LIBO Rate
                  (Reserve Adjusted)       1.00 - LIBOR Reserve Percentage

The LIBO Rate (Reserve Adjusted) for any Interest Period will be determined by
the Agent, on the basis of the LIBOR Reserve Percentage in effect on, and the
applicable LIBO Rate obtained by the Agent, two Business Days before the first
day of such Interest Period.

         "LIBOR Period" means any Interest Period with respect to a Loan or an
Equity Balance in which interest accrues on such Loan or Yield is computed for
such Equity Balance at a rate determined by reference to the LIBO Rate (Reserve
Adjusted).


                                                                     Definitions
<PAGE>   182


         "LIBOR Reserve Percentage" means, relative to any Interest Period, the
reserve percentage (expressed as a decimal) equal to the maximum aggregate
reserve requirements (including all basic, emergency, supplemental, marginal and
other reserves and taking into account any transitional adjustments or other
scheduled changes in reserve requirements) specified under regulations issued
from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of and including "Eurocurrency Liabilities", as currently
defined in Regulation D of the F.R.S. Board, having a term approximately equal
or comparable to such Interest Period.

         "Lien" means any mortgage, deed of trust, pledge, security interest,
encumbrance, lien, charge, easement or servitude of any kind, including, without
limitation, any agreement to give any of the foregoing, and any irrevocable
license, pledge, conditional sale or trust receipt or other title retention
agreement, any lease in the nature thereof, or any other right of or arrangement
with any creditor to have its claim satisfied out of any specified property or
asset with the proceeds therefrom prior to the satisfaction of the claims of the
general creditors of the owner thereof, whether or not filed or recorded.

         "Loan" is defined in Section 2.1 of the Loan Agreement.

         "Loan Agreement" means the Loan Agreement, dated as of June 22, 2000,
between the Lessor, as borrower thereunder, and the Lenders.

         "Loan Agreement Default" means any event, act or condition which with
notice or lapse of time, or both, would constitute a Loan Agreement Event of
Default.

         "Loan Agreement Event of Default" is defined in Section 6.1 of the Loan
Agreement.

         "Loan Amount" is defined in Section 3(b) of the Participation
Agreement.

         "Loan Balance" means for each Site, with respect to any Lender as of
any date of determination an amount equal to the sum of the outstanding
principal amount of the Loans made by that Lender, together with all Accrued
Interest thereon allocable to that Site. "Loan Balance" means for each Site,
with respect to all Lenders as of any date of determination, the aggregate
amount of Loan Balances for all Lenders relating to such Site. "Loan Balance"
means for the Property, with respect to all of the Lenders as of any date of
determination, the aggregate Loan Balance for all Lenders relating to all Sites.

         "Loan Commitment" means the Commitment of each Lender to make Loans to
the Lessor at the request of the Lessee in an aggregate principal amount at any
time outstanding not to exceed the applicable amount set forth on Schedule 1 to
the Participation Agreement.

         "Loan Documents" means the Loan Agreement and the Notes.

         "Loss Bid" is defined in Section 6(d)(2) of the Master Lease.

         "Loss Bid Notice" is defined in Section 6(d)(2) of the Master Lease.


                                                                     Definitions
<PAGE>   183


         "Mandatory Alterations" is defined in Section 9(d) of the Master Lease.

         "Master Assignment of Leases and Rents" means the Master Assignment of
Leases and Rents dated as of June 22, 2000, from the Lessor, as assignor, to the
Agent, on behalf of the Lenders, as assignee.

         "Master Lease" means the Master Lease Agreement and Mortgage and Deed
of Trust, dated as of June 22, 2000, between the Lessor and the Lessee, together
with all Lease Supplements, covering the Property.

         "Material", "material", "Materially" and "materially" mean material to
(i) the consolidated financial position, business, assets or consolidated
results of operations of the Lessee or Parent Guarantor, (ii) the ability of the
Lessee, Parent Guarantor or any Affiliate to perform its obligations under the
Operative Documents to which it is a party, or (iii) the value, condition, use
or useful life of any Site.

         "Material Adverse Effect" shall mean (a) any effect in the business,
assets, operations, results of operations or financial or other condition of any
Site or of Lessee or Parent Guarantor (as the context requires) which materially
and adversely affects the ability of Lessee or Parent Guarantor to pay or
perform its obligations under the Operative Documents with respect to one or
more Sites or in the aggregate (as the context requires) in accordance with the
terms thereof, or (b) any other effect which materially and adversely affects
the rights and remedies of Lessor or any of the Participants under the Operative
Documents.

         "Material Assets" means with respect to any Person all material
interests in any kind of material property or asset, whether real, personal or
mixed, or tangible or intangible.

         "Material Indebtedness" means Debt (other than the Loans and Equity
Balances) of or guaranteed by the Parent Guarantor in an aggregate principal
amount equal to or greater than 25 Million Dollars.

         "Maturity Date" means, with respect to Loans and Equity Amounts, the
Expiration Date.

         "Mortgage" means (i) the provisions of Section 14 of the Master Lease
and any and all Lease Supplements and other security instruments (if any) in
appropriate recordable form in the applicable states in which the respective
Sites are located, sufficient to grant to the Lessor a first priority lien on
any Site, together with (ii) any assignment or other instrument pursuant to
which the Lessor transfers its interest in such security instruments to the
Agent for the benefit of the Lenders.

         "Net Proceeds" means all amounts received by the Lessor in connection
with any Casualty or Condemnation or any sale of any Site pursuant to the
Lessor's exercise of remedies under Section 11 of the Master Lease or the
Lessee's exercise of the Sale Option under Section 6 of the Master Lease, and
all interest earned thereon, less the reasonable expense of claiming and
collecting such amounts, including all reasonable costs and expenses in
connection therewith for which the Lessor or any Lender is entitled to be
reimbursed pursuant to the Master Lease.


                                                                     Definitions
<PAGE>   184


         "Non-Acquired Land Interest" means a Land Interest for which fee title
is not acquired by Lessor pursuant to the Operative Documents, including
(without limitation) a Land Interest subject to a Ground Lease.

         "Non ALTA State" means a state, including the State of Texas, in which
surveys of real property are not customarily prepared and certified in
conformity with ALTA standards for surveys of real property and in which no
approved or customarily used title insurance policies contain the standard
provisions contained in title policies issued to insure title to commercial real
properties of the type contained in title insurance policies issued in
conformity with ALTA standards.

         "Non-Consenting Participant" is defined in Section 6(c)(3) of the
Participation Agreement.

         "Nonintentional Event" is defined in Section 5.3(c) of the Construction
Agency Agreement.

         "Nonseverable Improvement" shall mean (i) any Improvement the removal
of which from a Site would cause material damage to such Site and (ii) all
Mandatory Alterations.

         "Nonuse Fees" is defined in Section 4(d)(I) of the Participation
Agreement.

         "Note Holder" is defined in Section 4.1 of the Loan Agreement.

         "Notes" is defined in Section 2.4 of the Loan Agreement.

         "Obligations" means all obligations (monetary or otherwise) of the
Lessee arising under or in connection with any of the Operative Documents.

         "Occupied Percentage" is defined in Section 4 of the Master Lease.

         "Odd LIBOR Period" is defined in the definition of "Interest Period"
given above.

         "Operative Documents" means the following:

the Participation Agreement;
The Master Lease
the Lease Supplements;
the Loan Agreement
the Notes;
the Master Assignment of Leases and Rents;
the Specific Assignments of Leases and Rents;
each Ground Lease (if any) and each memorandum thereof;
the Deeds;
the Lender Mortgage;
the Structural Guaranty;
the Parent Guaranty;


                                                                     Definitions
<PAGE>   185


the Construction Agency Agreement;
the Construction Agency Agreement Assignment;
the Construction Documents Assignment;
the Construction Agency Agreement Supplements;
the Trust Agreement;
the Engagement Letter and Fee Letter; and

any other document that the Lessee, the Lessor and the Agent agree to designate
as an "Operative Document".

         "Organic Document" means, relative to any Person, its articles or
certificate of incorporation, certificate of trust, certificate or articles of
association, or certificate and agreement of limited partnership or any other
similar document, as applicable, its by-laws or trust agreement and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of its authorized shares of capital stock.

         "Outside Completion Date" is defined in Section 3(a) of the Master
Lease.

         "Overall Transaction" means the transactions contemplated by the
Operative Documents.

         "Overdue Rate" means, with respect to any Loan or Equity Amount, the
Alternate Base Rate for such Loan or Equity Amount plus 2.0% per annum.

         "Parent Guarantor" means Perot Systems Corporation, a Delaware
corporation as obligor under the Parent Guaranty.

         "Parent Guaranty" means the Guaranty dated as of June 22, 2000 from the
Parent Guarantor to the Lessor, the Agent and the Participants.

         "Participant Balance" means, with respect to any Participant as of any
date of determination: (i) with respect to any Tranche A Lender, its Tranche A
Loan Balance, (ii) with respect to any Tranche B Lender, its Tranche B Loan
Balance, or (iii) with respect to the Lessor, the Equity Balance.

         "Participant Indemnitee" means each of the Participants, the Agent,
their respective Affiliates and their respective successors, permitted assigns,
directors, shareholders, partners, officers, employees and agents.

         "Participants" means, collectively, the Tranche A Lenders, the Tranche
B Lenders and the Certificate Holders.

         "Participation Agreement" means the Participation Agreement dated as of
June 22, 2000 among the Certificate Holders, the Trust, the Owner Trustee, the
Lessee, as Lessee, Construction Agent and Guarantor, the Parent Guarantor, the
Lessor, the Lenders and the Agent.

         "Parts" means all appliances, parts, instruments, appurtenances,
accessories and other equipment of whatever nature, which are incorporated or
installed in or attached to and become a


                                                                     Definitions
<PAGE>   186


part of the Non-Severable Improvements on such Site, either as originally
constituted or after any Construction, but shall not include any Lessee
Property.

         "Payment Date" means (a) any Scheduled Payment Date and (b) any date on
which interest is payable pursuant to Section 2.6(c)(ii) of the Loan Agreement
in connection with any prepayment of the Loans.

         "Payment Default" means a Lease Default relating to a Lease Event of
Default under Section 15(a), (e), (f), (g), (h), (i), (j) or (k) of the Master
Lease.

         "Payment Office" means the office of the Lessor, the Agent and each
Participant identified on Schedule 2 to the Participation Agreement as its
Payment Office.

         "Permitted Contest" means a good faith contest of (i) the legality or
validity of any of the taxes, assessments, levies, fees or other governmental
charges, or other claims, Liens or Impositions which, under the terms of the
Participation Agreement or the Master Lease are required to be paid or
discharged by the Lessee, the Trustee, the Trust or the Certificate Holders, as
the case may be, but for such contest, or (ii) the legality, validity or
necessity for compliance with any Applicable Law; which contest shall be
diligently pursued (including, without limitation, with respect to the posting
of bonds or security) in a manner which each Person which is an Indemnified
Person with respect to the applicable Claim reasonably determines will during
the pendency of such contest prevent the imposition of any civil or criminal
penalty on, material risk of foreclosure, forfeiture or sale of, or adverse
effect on, the title, property or right of, such Indemnified Person.

         "Permitted Equity Assignment Amount" is defined in Section 12 of the
Participation Agreement.

         "Permitted Exceptions" means Liens of the types described in clauses
(i), (ii), (iii), (iv) (v), (vii), (ix) and (xi) of the definition of Permitted
Liens and Liens described on the Title Policy (other than Liens described in
clause (iv) or (vi) of the definition of Permitted Liens) that are consented to
by the Lessor and the Agent in their reasonable discretion.

         "Permitted Investments" means those investments in money market funds
rated AAA-m by Moody's Investors Service, or AAAmg by Standard & Poor's Rating
Group, in interest bearing deposits in a national or state bank having a
combined capital and surplus of not less than $100,000,000 and direct
obligations of, or obligations the principal interest on which are
unconditionally guaranteed by, the United States of America.

         "Permitted Liens" means, for each Site, any of the following:

                  (i)      the respective rights and interests of the parties to
                           the Operative Documents as provided in the Operative
                           Documents (including without limitation, the Lender
                           Mortgage);

                  (ii)     the rights of any sublessee under a sublease not
                           prohibited by the terms of the Master Lease and any
                           rights of the lessee under any lease existing as of


                                                                     Definitions
<PAGE>   187


                           the applicable Site Acquisition Date, as each such
                           sublease or lease may be amended, modified, waived,
                           supplemented, restated, replaced, renewed, extended
                           or terminated from time to time;

                  (iii)    the rights of Arco under the Arco Lease and of the
                           lessee under each Interim Term Permitted Lease, as
                           each such lease may be amended, modified, waived,
                           supplemented, restated, replaced, renewed, extended
                           or terminated from time to time with the consent of
                           Lessor;

                  the rights of any Ground Lessor with respect to any
Non-Acquired Land Interest acquired by the Lessor assuming no default by the
ground lessee thereunder;

                  Liens for Taxes that either are not yet delinquent or are the
subject of a Permitted Contest;

                  Liens arising by operation of law, materialmen's, mechanics',
workers', repairmen's, employees', carriers', warehousemen's and other like
Liens relating to the Construction of the Improvements or in connection with any
Alterations or arising in the ordinary course of business for amounts which
either are not more than 60 days past due or are being diligently contested in
good faith by appropriate proceedings, so long as such proceedings satisfy the
conditions for the continuation of proceedings to contest Taxes set forth in the
definition of Permitted Contest;

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

                  Liens arising out of judgments or awards with respect to which
appeals or other proceedings for review are being prosecuted in good faith and
for the payment of which adequate reserves have been provided as required by
GAAP or other appropriate provisions have been made, so long as such proceedings
have the effect of staying the execution of such judgments or awards and satisfy
the conditions for the continuation of proceedings to contest set forth in the
definition of Permitted Contest;

                  easements, rights of way and other encumbrances on title to
real property existing as of the applicable Site Acquisition Date or thereafter
permitted pursuant to Section 8 of the Master Lease;

                  Lessor Liens;

                  Liens created with the consent of the Lessor;

                  Liens described on the title insurance policy delivered with
respect to such Site pursuant to Section 9(c)(15) of the Participation Agreement
other than Liens described in clause (vi) or (viii) above that are not removed
within 40 days of their origination; and


                                                                     Definitions
<PAGE>   188


                  in the case of any Non-Acquired Land Interest, a mortgage on
the fee estate in such Non-Acquired Land Interest, as long as a non-disturbance
and attornment agreement of the mortgagee of such fee estate in form and
substance acceptable to the Agent and the Certificate Holders has been delivered
to the Lessor.

                  (iv) "Perot Family Member" means a member of the family of
         Ross Perot (an individual resident of the State of Texas), and any
         direct descendents thereof, or by or through marriage, or any Affiliate
         of any such Person, including The Perot Foundation and any other
         charitable foundation or organization established by a Perot Family
         Member.

"Perot Operating Premises" means that part of any Site which is not a
Construction Portion, the Arco Operating Premises or any portion of a Site
covered by an Interim Term Permitted Lease and which Lessee, or any Affiliate of
Lessee under a sublease, elects to use to operate its business during the
Interim Term for that Site in accordance with Section 4 of the Master Lease.

"Person" means any individual, partnership, corporation, limited liability
company, limited liability partnership, trust, unincorporated association or
joint venture, a Governmental Authority, or any other entity.

"Plans and Specifications" means, for each Identified Project, the preliminary
plans and specifications for the Construction of such Identified Project, as
more particularly described in Schedule 2 to the Construction Agency Agreement
Supplement applicable to the Site of which the Identified Project is a part, as
the same may be modified, amended or supplemented in accordance with the
Operative Documents prior to the Completion Date.

"Prime Rate" means the rate of interest per annum announced from time to time by
Bank One, NA or its parent as its prime rate, which is not necessarily the
lowest rate charged by Bank One, NA to any customer), changing when and as said
prime rate changes. In the event that there is a successor to the Agent by
merger, or the Agent assigns its duties and obligations to an Affiliate pursuant
to Section 21(l) of the Participation Agreement, then the term "Prime Rate"
shall mean the prime rate, base rate or other analogous rate of the new Agent.

"Proceeds" is defined in Section 6(d) of the Master Lease.

"Projected Completion Value" is defined in the definition of "Appraisal."

"Property" means all of the Sites subject to the Master Lease pursuant to Lease
Supplements from time to time.

"Property Balance" means, as of any date of determination, an amount equal to
the sum of the Loan Balance for the Property as of such date, plus the Equity
Balance for the Property as of such date plus any Supplemental Rent (including
Break Costs) then due and owing.

"Property Cost" means the sum of the Site Costs for all Sites.


                                                                     Definitions
<PAGE>   189


"Property Improvement Costs" means the sum of the aggregate amount of the Site
Improvement Costs for all Sites, including all Transaction Expenses and the
Nonuse Fees.

"Purchase Agreement" means that certain Purchase and Sale Agreement by and
between Atlantic Richfield Company, as seller, and Perot Systems Corporation, as
purchaser, dated effective as of June 8, 2000, for the Texas Property.

"Purchase of Assets Agreement Assignment" is defined in Section 9(c)(20) of the
Participation Agreement.

"Purchase Option" is defined in Section 6(b) of the Master Lease.

"Related Parties is defined in Section 22(j) of the Participation Agreement.

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

"Remaining Percentage" means, for each Site, the excess of 100% over the
Applicable Percentage applicable to such Site.

"Renewal Term" is defined in Section 6(a) of the Master Lease.

"Rent" means, collectively, the Basic Rent and the Supplemental Rent, in each
case payable under the Master Lease.

"Replacement Participant" is defined in Section 6(c)(3) of the Participation
Agreement.

"Replacement Parts" is defined in Section 9(c) of the Master Lease.

"Required Certificate Holders" means at any time, Certificate Holders holding
Certificates representing more than 66-2/3% or more of the Equity Balance at
such time.

"Required Licenses" shall mean with respect to any Site, as of any date, all
licenses, permits and rights reasonably necessary for the commercial operation
of such Site, as it is constituted on such date in accordance with the terms of
the Lease, by an operator other than the Lessee or its Affiliates.

"Required Majority Participants" means, at any time (i) Participants holding 51%
or more of the aggregate outstanding principal amount of the Loans and the
Equity Balance or, (ii) if no such principal amount is then outstanding,
Participants having 51 % or more of the aggregate Loan Commitments and Equity
Commitments.

"Required Participants" means, at any time (i) Participants holding 66-2/3% or
more of the aggregate outstanding principal amount of the Loans and the Equity
Balance or, (ii) if no such principal amount is then outstanding, Participants
having 66-2/3% or more of the aggregate Loan Commitments and Equity
Commitments.


                                                                     Definitions
<PAGE>   190


"Requisition of Use" means, with respect to a Site, the confiscation, seizure or
requisition of use of such Site (or such a substantial portion thereof so as to
render operation of such Site by a private party commercially impractical) by
the act of any Governmental Authority, but only if such confiscation, seizure or
requisition of use continues for a period of more than twelve (12) consecutive
months or beyond the Expiration Date for such Site.

 "Responsible Employee" means, relative to the Lessee or Parent Guarantor, as
applicable, those of its officers or employees responsible for the Property
whose signature and incumbency or position shall have been certified to the
Participants from time to time.

"Return Date" for a Site means the applicable date pursuant to Section 6(g) of
the Master Lease on which the Lessee transfers such Site.

"Sale Option" is defined in Section 6(c) of the Master Lease.

"Scheduled Payment Date" means as to any Loan or Equity Amount, (i) the last day
of each applicable Interest Period, except for Accrued Interest or Yield with
respect to a six-month LIBOR Period which shall be payable at the end of the
third and sixth months in that six-month LIBOR Period, (ii) for Accrued Interest
or Yield, respectively, which accrues at the Alternate Base Rate, the last
Business Day of the each calendar month, (iii) upon any prepayment, and (iv) at
the Maturity Date.

"SEC" means the Securities and Exchange Commission.

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

"Severable Improvement" means any Improvement which is not a Nonseverable
Improvement, but excluding any Replacement Parts.

"Site" means each Land Interest, upon becoming subject to a Lease Supplement,
together with any Improvements located thereon at the time the Land Interest is
acquired by the Lessor and any Improvements thereafter constructed thereon.

"Site Acquisition Date" is defined in Section 2(b) of the Participation
Agreement.

"Site Balance" means for each Site, as of any date of determination, an amount
equal to the aggregate principal amount of the Loans and Equity Balance
allocable to such Site and outstanding on such date, all Accrued Interest with
respect to such Loans and Yield accruing with respect to such Equity Balances,
and any Supplemental Rent (including Break Costs) then due and owing relating to
such Site, including (without limitation) the portion of any Transaction
Expenses or other costs not related to a specific Site which have been allocated
or reallocated by the Agent to such Site from time to time as determined by the
Agent in its reasonable judgment.

"Site Cost" means, for any Site, the sum of the Land Acquisition Cost for such
Site and the Site Improvement Costs for such Site.


                                                                     Definitions
<PAGE>   191


"Site Improvement Costs" means, for any Site, the aggregate amount of Advances
funded to the Construction Agent for the purpose of lease, design, Construction
of Improvements or improvement on, of or with respect to such Site, paying
lawful costs arising in connection with the development of such Site and the
Construction of Improvements thereon, as such amounts are set forth in the
applicable Funding Requests for such Site, as well as all insurance premiums
allocable to the Construction Portion of the Site, all deductibles payable with
respect to claims made under insurance policies covering the Site which the
Lessee or Construction Agent is obligated to pay in accordance with the
Operative Documents and which are allocable to the Construction Portion of the
Site, all expenses of operating the Construction Portion of the Site, and all
professional fees and other "soft costs" authorized by the Construction Agent
and reasonable acceptable to the Lessor and the Agent and of a nature ordinarily
and reasonable incurred at any time in connection with the acquisition or
construction of a Site. The Site Improvement Costs for any Site shall include
(i) any portions of Advances made during the Construction Period which were
applied to the payment of Accrued Interest or Yield applicable to such Site and
allocated to Site Improvement Costs for such Site under Section 3(d) of the
Participation Agreement, and (ii) Transaction Expenses allocated to such Site
and to Site Improvement Costs for such Site under Section 3(d) of the
Participation Agreement.

"Specific Assignment of Leases and Rents" means each Specific Assignment of
Leases and Rents with respect to a Site, from the Lessor, as assignor, to the
Agent, on behalf of the Lenders, as assignee, pursuant to Section 17 of the
Master Assignment of Leases and Rents.

"Structural Guaranty" means the Guaranty dated as of June 22, 2000 from the
Guarantor to the Lessor, the Agent and the Participants.

"Subsidiary" means, with respect to any Person, (i) any corporation of which
more than 50% of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether at the time capital stock of any other class or classes of such
corporation shall or might have voting power upon the occurrence of any
contingency) is at the time directly or indirectly owned by such Person, by such
Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person, or (ii) any partnership, joint venture,
limited liability company or other entity as to which such Person, directly or
indirectly, owns more than a 50% ownership, equity or similar interest or has
the power to direct or cause the direction of management and policies, or the
power to elect the managing general partner, managers or the equivalent, of such
partnership, joint venture, limited liability company or other entity, as the
case may be.

"Supplemental Rent" means all amounts, liabilities and obligations (other than
Basic Rent, Applicable Percentage Amounts, Site Balances and Property Balance)
which Lessee assumes or agrees to pay to Lessor or any other Person under the
Master Lease or under any of the other Operative Documents.

"Swap Agreement" means any interest rate, currency or commodity swap agreement
or other interest rate, currency or commodity price protection agreement capable
of financial settlement only.


                                                                     Definitions
<PAGE>   192


"Swap Payment Obligations" means, with respect to any Person, an obligation of
such Person to pay money, either in respect of a periodic payment or upon
termination, to a counterparty under a Swap Agreement, after giving effect to
any netting arrangements between such Person and such counterparty and such
Person's rights of set-off in respect of such obligation provided for in such
Swap Agreement.

"Tax Indemnitee" is defined in Section 13(a) of the Participation Agreement.

"Taxes" is defined in the definition of Impositions.

"Texas Property" means that certain approximately 64.414 acres of land located
in Plano, Collin County, Texas and the buildings existing thereon and to be
constructed thereon, and more fully described in the Lease Supplement for the
Texas Property.

"Third Party Lease" is defined in Section 13(a) of the Master Lease.

"Title Defect" means with respect to any Site, any Lien (other than a Permitted
Lien) thereon or any defect, deficiency or title exception with respect thereto
which Lien, defect, deficiency or title exception impairs or would be reasonably
likely to materially impair the marketability, economic value, utility or
economic useful life of such Site as a corporate headquarters campus (or with
respect to other properties, the commercial operation thereof for its intended
purposes).
"Title Policies" is defined in Section 9(c)(15) of the Participation Agreement.

"Tranche A Lender Basic Rent" means, as determined as of any Payment Date, the
interest due on the Tranche A Loans, determined in accordance with Section 2.6
of the Loan Agreement and excluding any interest at the applicable Overdue Rate
on any installment of Tranche A Lender Basic Rent not paid when due and any
fine, penalty, interest or cost assessed or added under any agreement with a
third party for nonpayment or late payment of Tranche A Lender Basic Rent.

"Tranche A Lenders" means, collectively, the various financial institutions
which either (i) are parties to the Loan Agreement on the Documentation Date or
(ii) become parties to the Loan Agreement thereafter as Tranche A Lenders.

"Tranche A Loan Balance" means as of any date of determination an amount equal
to the sum of the outstanding principal amount of all Tranche A Loans together
with all Accrued Interest thereon.

"Tranche A Loans" is defined in Section 2.1 of the Loan Agreement.

"Tranche B Lender Basic Rent" means, as determined as of any Payment Date, the
interest due on the Tranche B Loans, determined in accordance with Section 2.6
of the Loan Agreement and excluding any interest at the applicable Overdue Rate
on any installment of Tranche B Lender Basic Rent not paid when due and any
fine, penalty, interest or cost assessed or added under any agreement with a
third party for nonpayment or late payment of Tranche B Lender Basic Rent.


                                                                     Definitions
<PAGE>   193


"Tranche B Lenders" means, collectively, the various financial institutions
which either (i) are parties to the Loan Agreement on the Documentation Date or
(ii) become parties to the Loan Agreement thereafter as Tranche B Lenders.

"Tranche B Loan Balance" means as of any date of determination an amount equal
to the sum of the outstanding principal amount of all Tranche B Loans together
with all Accrued Interest thereon.

"Tranche B Loans" is defined in Section 2.1 of the Loan Agreement.

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

the reasonable fees, out-of-pocket expenses and disbursements of counsel for the
Agent and the Participants and counsel for the Trustee in negotiating the terms
of the Operative Documents and the other transaction documents, preparing for
the closing 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 Documents;

the reasonable fees, out-of-pocket expenses and disbursements of any law firm or
other external counsel, and (without duplication) the reasonable allocated cost
of internal legal services and all disbursements of internal counsel of each of
the Lessor, the Agent and each Participant in connection with (1) the
syndication (pre closing or post closing) of the Notes and Certificates by the
Arranger, (2) any amendment, supplement, waiver or consent with respect to any
Operative Documents requested or approved by the Lessee and (3) any enforcement
of any rights or remedies against the Lessee in respect of the Operative
Documents;

any other reasonable fees, out-of-pocket expenses, disbursements or cost of any
party to the Operative Documents (not including those of the Lessee), including
the initial and ongoing fees and expenses of the Trustee relating to the Trust;

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

any title fees, premiums and escrow costs and other expenses relating to title
insurance and the closings contemplated by the Operative Documents;

all expenses relating to all Environmental Audits required to be made or which
may be made at the election of the Lessor, the Agent or any Participant;

all costs and expenses of all surveys, engineering and architectural work and
construction bonds (if any);


                                                                     Definitions
<PAGE>   194


the cost of any residual value insurance policy obtained by the Trust (at the
direction of Banc One Leasing Services Corp.) on or about the Documentation Date
which relates to the Overall Transaction;

fees and other expenses relating to Appraisals, including any new Appraisal
pursuant to Section 10(b) of the Participation Agreement;

the Arranger's fee and all other amounts due under the Engagement Letter and the
Fee Letter, including during the Construction Period, the Annual Administration
Fee; and

other necessary fees and expenses in connection with the transactions
contemplated by the Participation Agreement.

"Transferee" is defined in Sections 11(d) and 12(c) of the Participation
Agreement.

"Trust" means Perot Systems Business Trust No. 2000-1, a Delaware business trust
formed pursuant to the provisions of Title 12, Chapter 38 of the Delaware Code.

"Trust Agreement" means the Trust Agreement dated as of June 22, 2000 between
the Certificate Holders and Wilmington Trust Company.

"Trust Estate" is defined in Section 2.1(b) of the Trust Agreement.

"Trustee" means Wilmington Trust Company, not in its individual capacity but
solely as trustee of the Trust, and its permitted successors as the trustee of
the Trust.

"Trustee Officer" is defined in Section 7(b)(1) of the Participation Agreement.

"Trustee's Expenses" shall mean any and all liabilities, obligations, losses,
damages, penalties, taxes (other than any income taxes on fees or other
compensation received by the Trustee for serving as trustee or other Income
Taxes), claims (including, without limitation, claims involving strict or
absolute liability in tort), warranty claims or claims based on negligence,
products liability or statutory liability, and environmental claims, actions,
suits, costs, expenses and disbursements (including, without limitation,
reasonable legal fees and expenses) of any kind and nature whatsoever which may
be imposed on, incurred by or asserted against the Trustee, or any of its
successors, assigns, agents, servants or personal representatives, in any way
relating to or arising out of the Participation Agreement or any other Operative
Document, the assets of the Trust, the Sites or any part thereof, any of the
transactions contemplated in any Operative Document or the performance or
non-performance or enforcement of any of the terms thereof, or in any way
relating to or arising out of the manufacture, purchase, acceptance, rejection,
ownership, delivery, lease, sublease, possession, use, operation, maintenance,
condition, registration, sale, return, storage or other disposition of the
assets of the Trust, or any part thereof or any accident in connection therewith
(including, without limitation, latent and other defects, whether or not
discoverable, and any claim for patent, trademark or copyright infringement), or
in any way relating to or arising out of the administration of the Trust or the
action or inaction of the Trustee under the Participation Agreement, except if
such claim is a result of or arises out of (i) willful misconduct or gross
negligence on the part of the Trust or the Trustee in the


                                                                     Definitions
<PAGE>   195


performance of its duties under the Participation Agreement or any other
Operative Document or the failure to exercise the same degree of care and skill
as is customarily exercised by similar institutions in the receipt and
disbursement of moneys under similar circumstances or (ii) the falseness or
inaccuracy of any representation or warranty of the Trustee in Section 7 of the
Participation Agreement or any other Operative Document.

"UCC Financing Statements" means collectively the Lender Financing Statements
and the Lessor Financing Statements.

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

"Wholly Owned Subsidiary" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or controlled,
directly or indirectly, by such Person or one or more Wholly Owned Subsidiaries
of such Person, or by such Person and one or more Wholly Owned Subsidiaries of
Such Person or (ii) any partnership, limited liability company, association,
joint venture or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
controlled.

"Wilmington Trust Company" means Wilmington Trust Company, a Delaware banking
corporation in its individual capacity.

"Yield" is defined in Section 4(a)(i) of the Participation Agreement.

"Yield Rate" means, with respect to any Interest Period, the sum of (i) the LIBO
Rate (Reserve Adjusted) or (ii) the Alternate Base Rate, as applicable, for such
Interest Period plus the Applicable Equity Margin.



                                                                     Definitions
<PAGE>   196


SCHEDULE I

PRICING SCHEDULE


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
CREDIT QUALITY               Level I(1)       Level II(1)         Level III(1)         Level IV(1)           Level V(1)
---------------------------- --------------- -------------------- -------------------- --------------------- -------------------
<S>                          <C>             <C>                  <C>                  <C>                   <C>
                             Funded Debt     Funded Debt          Funded Debt          Funded Debt           Funded Debt

                             To              To                   To                   To                    to

                             EBITDA Ratio    EBITDA Ratio         EBITDA Ratio         EBITDA Ratio          EBITDA Ratio

                             < 0.5x          > or = to 0.5x but   > or = to 1.0x but   > or = to 1.5x but    > or = to 2.0x but

                                             < 1.0x               < 1.5x               < 2.0x                < 2.5x
---------------------------- --------------- -------------------- -------------------- --------------------- -------------------
COMMITMENT FEE(2)              15.0 bps       17.5 bps             20.0 bps             27.5 bps              32.5 bps
---------------------------- --------------- -------------------- -------------------- --------------------- -------------------
LIBOR MARGIN

         A/B Notes:          75.0 bps        100.0 bps            112.5 bps            137.5 bps             150.0 bps

         Certificates:       200 bps         225 bps              250 bps              275 bps               300 bps
---------------------------- --------------- -------------------- -------------------- --------------------- -------------------
ABR MARGIN

         A/B Notes:          0 bps           0 bps                0 bps                0 bps                 0 bps

         Certificates:       100 bps         112.5 bps            125 bps              137.5 bps             150 bps
---------------------------- --------------- -------------------- -------------------- --------------------- -------------------

<CAPTION>
--------------------------------------------------------------------
CREDIT QUALITY               Level VI(1)             Level VII(1)
---------------------------- --------------------- -----------------
<S>                          <C>                   <C>
                             Funded Debt           Funded Debt

                             to                    to

                             EBITDA Ratio          EBITDA Ratio

                             > or = to 2.5x but    > or = to 2.75

                             < 2.75x
---------------------------- --------------------- -----------------
COMMITMENT FEE 2             37.5 bps              37.5 bps
---------------------------- --------------------- -----------------
LIBOR MARGIN

         A/B Notes:          165.0 bps             175.0 bps

         Certificates:       325 bps                350 bps
---------------------------- --------------------- -----------------
ABR MARGIN

         A/B Notes:          0 bps                 0 bps

         Certificates:       162.5 bps             175 bps
---------------------------- --------------------- -----------------
</TABLE>




1 The Commitment Fee and LIBOR Margin will be adjusted (upward or downward)
effective not more than 5 business days after the Administrative Agent has
received the Lessee's quarterly financial statements required to be delivered
under the lease.

2 Payable on the unused balance of the commitments of the Investors during the
Construction Phase.

         Pricing at closing will be at Level II; to be maintained for 12 months
from Documentation Date.




                                     Q - 1
                                                         Participation Agreement