<PAGE>   1
                                                                  Exhibit 10.28

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                            PARTICIPATION AGREEMENT

                          Dated as of October 21, 1999

                                     among

                     CATALINA MARKETING sales CORPORATION,
                                 as the Lessee,

                 CATALINA MARKETING CORPORATION, as Guarantor,

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                     not individually, except as expressly
                 stated herein, but solely as the Owner Trustee
         under the Dolphin Realty Trust 1999-1, as Lessor and Borrower,

       THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
                   HERETO FROM TIME TO TIME, as the Holders,

       THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH ARE PARTIES
                   HERETO FROM TIME TO TIME, as the Lenders,

                                      and

                           FIRST UNION NATIONAL BANK,
                          as the Agent for the Lenders
                     and respecting the Security Documents,
                 as the Agent for the Lenders and the Holders,
                        to the extent of their interests

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<PAGE>   2

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
<S>         <C>                                                                                                 <C>
SECTION 1A. INITIAL LENDER AND INITIAL HOLDER.....................................................................1

SECTION 1.  THE LOANS AND HOLDER ADVANCES.........................................................................1

SECTION 2.  INTENTIONALLY OMITTED.................................................................................2

SECTION 3.  SUMMARY OF TRANSACTIONS...............................................................................2
      3.1.  Operative Agreements..................................................................................2
      3.2.  Property Purchase.....................................................................................2
      3.3.  [Intentionally Reserved]..............................................................................2
      3.4.  Ratable Interests of the Holders and the Lenders......................................................2

SECTION 4.  THE CLOSINGS..........................................................................................2

SECTION 5.  CLOSING CONDITIONS....................................................................................3
      5.1.  General...............................................................................................3
      5.2.  Procedures for Funding................................................................................3
      5.3.  Conditions Precedent for the Lessor, the Agent, the Lenders and the Holders Relating to the
            Closing Date and the Property Closing Date............................................................4
      5.4.  [Intentionally Reserved]..............................................................................9
      5.5.  [Intentionally Reserved]..............................................................................9
      5.6.  [Intentionally Reserved]..............................................................................9
      5.8.  Payments..............................................................................................9
      5.9.  Maintenance of the Lessee as a Wholly-Owned Entity....................................................9
      5.10  Liability of Credit Parties Limited to Transactions Contemplated by the Operative Agreements..........9
      5.11  Payment of Early Termination Amount...................................................................9

SECTION 6.  REPRESENTATIONS AND WARRANTIES.......................................................................10
      6.1.  Representations and Warranties of the Borrower.......................................................10
      6.2.  Representations and Warranties of the Credit Parties.................................................12

SECTION 6B. GUARANTY.............................................................................................15
      6B.1. Guaranty of Payment and Performance..................................................................15
      6B.2. Guaranty of Payment and Performance..................................................................16
      6B.3. Modifications........................................................................................17
      6B.4. Waiver of Rights.....................................................................................17
      6B.5. Reinstatement........................................................................................18
      6B.6. Remedies.............................................................................................18
      6B.7. Limitation of Guaranty...............................................................................18
      6B.8. Payment of Amounts to the Agent......................................................................18

SECTION 7.  PAYMENT OF CERTAIN EXPENSES..........................................................................19

      7.1.  Transaction Expenses.................................................................................19
</TABLE>



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<PAGE>   3

<TABLE>
<CAPTION>

<S>          <C>                                                                                                 <C>
      7.2.   Brokers' Fees........................................................................................19
      7.3.   Certain Fees and Expenses............................................................................19
      7.4.   Unused Fees..........................................................................................20

SECTION 8.   OTHER COVENANTS AND AGREEMENTS.......................................................................20
      8.1.   Cooperation with the Lessee..........................................................................20
      8.2.   Covenants of the Owner Trustee, the Trust Company, the Lessor and the Holders........................20
      8.3.   Credit Party Covenants, Consent and Acknowledgment...................................................22
      8.4.   Sharing of Certain Payments..........................................................................25
      8.5.   Grant of Easements, etc..............................................................................25
      8.6.   Appointment by the Agent, the Lenders, the Holders and the Lessor....................................25
      8.7.   Collection and Allocation of Payments and Other Amounts..............................................26
      8.8.   Release of Property, etc.............................................................................29

SECTION 9.   CREDIT AGREEMENT AND TRUST AGREEMENT.................................................................29
      9.1.   The Lessee's Credit Agreement Rights.................................................................29
      9.2.   The Lessee's Trust Agreement Rights..................................................................30

SECTION 10.  TRANSFER OF INTEREST.................................................................................30
      10.1.  Restrictions on Transfer.............................................................................30
      10.2.  Effect of Transfer...................................................................................31

SECTION 11.  INDEMNIFICATION......................................................................................32
      11.1.  General Indemnity....................................................................................32
      11.2.  General Tax Indemnity................................................................................34
      11.3.  Increased Costs, Illegality, etc.....................................................................38
      11.4.  Funding/Contribution Indemnity.......................................................................40
      11.5.  Express Indemnification for Ordinary Negligence, Strict Liability, etc...............................41
      11.6.  Indemnity Prior to Completion Date/Construction Period Termination Date..............................41

SECTION 12.  MISCELLANEOUS........................................................................................42
      12.1.  Survival of Agreements...............................................................................42
      12.2.  Notices..............................................................................................42
      12.3.  Counterparts.........................................................................................44
      12.4.  Terminations, Amendments, Waivers, Etc.; Unanimous Vote Matters......................................44
      12.5.  Headings, etc........................................................................................45
      12.6.  Parties in Interest..................................................................................46
      12.7.  Governing Law; Submission to Jurisdiction; Waiver of Jury Trial; Venue...............................46
      12.8.  Severability.........................................................................................46
      12.9.  Liability Limited....................................................................................47
      12.10. Rights of the Credit Parties.........................................................................48
      12.11. Further Assurances...................................................................................48
      12.12. Calculations under Operative Agreements..............................................................48
      12.13. Confidentiality......................................................................................49
      12.14. Financial Reporting/Tax Characterization.............................................................49
      12.15. Set-off..............................................................................................49
</TABLE>



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EXHIBITS
--------

A - Form of Requisition - Sections 4, 5.2 and 5.3

B - Form of Outside Counsel Opinion for the Lessee - Section 5.3(j)

C - Form of Officer's Certificate - Section 5.3(w)

D - Form of Secretary's Certificate - Section 5.3(x)

E - Form of Officer's Certificate - Section 5.3(y)

F - Form of Secretary's Certificate - Section 5.3(z)

G - Form of Outside Counsel Opinion for the Owner Trustee - Section 5.3(aa)

H - Form of Outside Counsel Opinion for the Lessee - Section 5.3(bb)

J - Description of Material Litigation - Section 6.2(d)

Appendix A - Rules of Usage and Definitions



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<PAGE>   5

                            PARTICIPATION AGREEMENT

         THIS PARTICIPATION AGREEMENT dated as of October 21, 1999 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
this "Agreement") is by and among CATALINA MARKETING SALES CORPORATION, a
Delaware corporation (the "Lessee"); CATALINA MARKETING CORPORATION, a Delaware
corporation (the "Guarantor"); FIRST SECURITY BANK, NATIONAL ASSOCIATION, a
national banking association, not individually (in its individual capacity, the
"Trust Company"), except as expressly stated herein, but solely as the Owner
Trustee under the Dolphin Realty Trust 1999-1 (the "Owner Trustee", the
"Borrower" or the "Lessor"); the various banks and other lending institutions
which are parties hereto from time to time as holders of certificates issued
with respect to the Dolphin Realty Trust 1999-1 (subject to the definition of
Holders in Appendix A hereto, individually, a "Holder" and collectively, the
"Holders"); the various banks and other lending institutions which are parties
hereto from time to time as lenders (subject to the definition of Lenders in
Appendix A hereto, individually, a "Lender" and collectively, the "Lenders");
and FIRST UNION NATIONAL BANK, a national banking association, as the agent for
the Lenders and respecting the Security Documents, as the agent for the Lenders
and the Holders, to the extent of their interests (in such capacity, the
"Agent"). Capitalized terms used but not otherwise defined in this Agreement
shall have the meanings set forth in Appendix A hereto.

         In consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:

                 SECTION 1A. INITIAL LENDER AND INITIAL HOLDER.

         Notwithstanding the various references in the Operative Agreements to
multiple Lenders and multiple Holders, First Union National Bank is the only
Lender and the only Holder as of the date of this Agreement. Additional Lenders
and additional Holders may become parties to the Operative Agreements
subsequent to the date hereof pursuant to the assignment provisions set forth
in the applicable Operative Agreements.


                   SECTION 1. THE LOANS AND HOLDER ADVANCES.

         Subject to the terms and conditions of this Agreement and the other
Operative Agreements and in reliance on the representations and warranties of
each of the parties hereto contained herein or made pursuant hereto, the
Lenders have agreed to make Loans to the Lessor and the Holders have agreed to
make Holder Advances to the Lessor pursuant to the terms of the Credit
Agreement, the Trust Agreement and the other Operative Agreements in an
aggregate principal amount of up to the sum of the aggregate Commitments plus
the aggregate Holder Commitments. The Loans and Holder Advances and the
obligations of the Lessor under the Operative Agreements shall be secured by
the Collateral.




                                       1
<PAGE>   6

                        SECTION 2. INTENTIONALLY OMITTED

                      SECTION 3. SUMMARY OF TRANSACTIONS.

3.1.     OPERATIVE AGREEMENTS.

         On the date hereof, each of the respective parties hereto and thereto
shall execute and deliver this Agreement, the Lease, the Credit Agreement, the
Notes, the Trust Agreement, the Certificates, the Security Agreement and such
other documents, instruments, certificates and opinions of counsel as agreed to
by the parties hereto.

3.2.     PROPERTY PURCHASE.

         On the Property Closing Date and subject to the terms and conditions
of this Agreement (a) the Holders will each make a Holder Advance in accordance
with Section 5 of this Agreement and the terms and provisions of the Trust
Agreement, (b) the Lenders will each make Loans in accordance with Section 5 of
this Agreement and the terms and provisions of the Credit Agreement, (c) the
Lessor will purchase and acquire good and marketable title to the Property
pursuant to a Deed or Bill of Sale, as the case may be, and grant the Agent a
lien on such Property by execution of the required Security Documents, (d) the
Agent, the Lessee and the Lessor shall execute and deliver a Lease Supplement
relating to such Property and (e) the Basic Term shall commence with respect to
such Property.

3.3.     [INTENTIONALLY RESERVED]

3.4.     RATABLE INTERESTS OF THE HOLDERS AND THE LENDERS.

         Each Holder and Lender agrees at all times to hold the same ratable
portion of the aggregate Lender Commitment for Tranche A Loans, the aggregate
Lender Commitment for Tranche B Loans and the aggregate Holder Commitment.

                            SECTION 4. THE CLOSINGS.

         All documents and instruments required to be delivered on the Closing
Date shall be delivered at the offices of Moore & Van Allen, PLLC, Charlotte,
North Carolina, or at such other location as may be determined by the Lessor,
the Agent and the Lessee.

         The Lessor shall deliver to the Agent a requisition (a "Requisition"),
in the form attached hereto as Exhibit A or in such other form as is
satisfactory to the Agent, in its reasonable discretion, in connection with the
Loans and Holder Advances to be extended on the Closing Date and on the
Property Closing Date.



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<PAGE>   7

                         SECTION 5. CLOSING CONDITIONS.

5.1.     GENERAL.

                  (a) To the extent funds have been advanced to the Lessor as
         Loans by the Lenders and to the Lessor as Holder Advances by the
         Holders, the Lessor will use such funds from time to time in
         accordance with the terms and conditions of this Agreement and the
         other Operative Agreements (i) at the direction of the Lessee to
         acquire the Properties in accordance with the terms of this Agreement
         and the other Operative Agreements, and (ii) to pay Transaction
         Expenses, fees, expenses and other disbursements payable by the Lessor
         under Sections 7.1.

                  (b) In lieu of the payment of interest on the Loans and
         Holder Yield on the Holder Advances on any Scheduled Interest Payment
         Date during the period prior to the initial Property Closing Date, (i)
         each Lender's Loan shall automatically be increased by the amount of
         interest accrued and unpaid on such Loan for such period (except to
         the extent that at any time such increase would cause such Lender's
         Loan to exceed such Lender's Available Commitment, in which case the
         Lessee shall pay such excess amount to such Lender in immediately
         available funds on the date such Lender's Available Commitment was
         exceeded), and (ii) each Holder's Holder Advance shall automatically
         be increased by the amount of Holder Yield accrued and unpaid on such
         Holder Advance for such period (except to the extent that at any time
         such increase would cause the Holder Advance of such Holder to exceed
         such Holder's Available Holder Commitment, in which case the Lessee
         shall pay such excess amount to such Holder in immediately available
         funds on the date the Available Holder Commitment of such Holder was
         exceeded). Such increases in a Lender's Loan and a Holder's Holder
         Advance shall occur without any disbursement of funds by any Person.

5.2.     PROCEDURES FOR FUNDING.

                  (a) The Lessee shall deliver to the Agent, not less than
         three (3) Business Days prior to the Closing Date and the Property
         Closing Date, as applicable, a Requisition as described in Section 4
         hereof (including without limitation a legal description of the Land,
         if any, a schedule of the Improvements, if any, and a schedule of the
         Equipment, if any, acquired or to be acquired on the Property Closing
         Date, each of the foregoing in a form reasonably acceptable to the
         Agent).

                  (b) Subject to the satisfaction of the conditions precedent
         set forth in Section 5.3 on the Closing Date and on the Property
         Closing Date, (i) the Lenders shall make Loans based on their
         respective Lender Commitments to the Lessor in an aggregate amount
         equal to ninety-seven percent (97%) of the amounts requested in the
         Requisition ratably between the Tranche A Lenders and the Tranche B
         Lenders with the Tranche A Lenders funding eighty-four percent (84%)
         of the amounts and the Tranche B Lenders funding thirteen percent
         (13%) of such amounts, up to an aggregate principal amount equal to
         the aggregate of the Holder Commitments and Lender Commitments, (ii)
         the Holders shall make Holder Advances based on their respective
         Holder Commitments in



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<PAGE>   8

         an aggregate amount equal to three percent (3%) of the balance of the
         amounts requested in such Requisition up to the aggregate advanced
         amount equal to the aggregate of the Holder Commitments; and (iii) the
         total amount of such Loans and Holder Advances made on the Closing
         Date and on the Property Closing Date shall be used by the Lessor to
         purchase the Property and pay the Transactions Expenses related
         thereto.

                  (c) [Intentionally Reserved]

                  (d) All Operative Agreements which are to be delivered to the
         Lessor, the Agent, the Lenders or the Holders shall be delivered to
         the Agent, on behalf of the Lessor, the Agent, the Lenders or the
         Holders, and such items (except for Notes, Certificates, Bills of
         Sale, with respect to which in each case there shall be only one
         original) shall be delivered with originals sufficient for the Lessor,
         the Agent, each Lender and each Holder. All other items which are to
         be delivered to the Lessor, the Agent, the Lenders or the Holders
         shall be delivered to the Agent, on behalf of the Lessor, the Agent,
         the Lenders or the Holders, and such other items shall be held by the
         Agent. To the extent any such other items are requested in writing
         from time to time by the Lessor, any Lender or any Holder, the Agent
         shall provide a copy of such item to the party requesting it.

                  (e) Notwithstanding the completion of any closing under this
         Agreement pursuant to Section 5.3, each condition precedent in
         connection with any such closing may be subsequently enforced by the
         Agent (unless such has been expressly waived in writing by the Agent).

5.3.     CONDITIONS PRECEDENT FOR THE LESSOR, THE AGENT, THE LENDERS AND THE
         HOLDERS RELATING TO THE CLOSING DATE AND THE PROPERTY CLOSING DATE.

         The obligations on the Closing Date and the Property Closing Date of
the Lessor, the Agent, the Lenders and the Holders to enter into the
transactions contemplated by this Agreement, including without limitation the
obligation to execute and deliver the applicable Operative Agreements to which
each is a party are subject to the satisfaction or waiver of the following
conditions precedent on or prior to the Closing Date or the Property Closing
Date, as the case may be (to the extent such conditions precedent require the
delivery of any agreement, certificate, instrument, memorandum, legal or other
opinion, appraisal, commitment, title insurance commitment, lien report or any
other document of any kind or type, such shall be in form and substance
satisfactory to the Agent, in its reasonable discretion; notwithstanding the
foregoing, the obligations of each party shall not be subject to any conditions
contained in this Section 5.3 which are required to be performed by such
party):

                  (a) the correctness of the representations and warranties of
         the parties to this Agreement contained herein, in each of the other
         Operative Agreements and each certificate delivered pursuant to any
         Operative Agreement (including without limitation the Incorporated
         Representations and Warranties) on each such date;



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<PAGE>   9

                  (b) the performance by the parties to this Agreement of their
         respective agreements contained herein and in the other Operative
         Agreements to be performed by them on or prior to each such date;

                  (c) the Agent shall have received a fully executed
         counterpart copy of the Requisition, appropriately completed;

                  (d) as of the Property Closing Date, title to the Property
         shall conform to the representations and warranties set forth in
         Section 6.2(l) hereof;

                  (e) as of the Property Closing Date, the Lessee shall have
         delivered (or shall have caused to be delivered) to the Agent a good
         standing certificate for the Lessee in the state where the Property is
         located, the Deed with respect to the Land and existing Improvements
         (if any), and a copy of the Bill of Sale with respect to the Equipment
         (if any), respecting such of the foregoing as are being acquired on
         the Property Closing Date with the proceeds of the Loans and Holder
         Advances or which have been previously acquired with the proceeds of
         the Loans and Holder Advances;

                  (f) there shall not have occurred and be continuing any
         Default or Event of Default under any of the Operative Agreements and
         no Default or Event of Default under any of the Operative Agreements
         will have occurred after giving effect to the Advance requested by
         each such Requisition;

                  (g) as of the Property Closing Date, the Lessee shall have
         delivered (or shall have caused to be delivered) to the Agent a title
         insurance commitment to issue a policy respecting the Property, with
         such endorsements as the Agent deems necessary, in favor of the Lessor
         and the Agent from a title insurance company acceptable to the Agent,
         but only with such title exceptions thereto as are acceptable to the
         Agent;

                  (h) as of the Property Closing Date, the Lessee shall have
         delivered (or shall have caused to be delivered) to the Agent an
         environmental site assessment, including without limitation a Phase I
         environmental audit, respecting the Property prepared by an
         independent recognized professional acceptable to the Agent and
         evidencing no pre-existing environmental condition with respect to
         which there is more than a remote risk of loss;

                  (i) as of the Property Closing Date, the Lessee shall have
         delivered (or shall have caused to be delivered) to the Agent a survey
         (with a flood hazard certification) respecting the Property prepared
         (i) by an independent recognized professional acceptable to the Agent
         and (ii) in a manner and including such information as is required by
         the Agent;

                  (j) as of the Property Closing Date, Lessee shall have caused
         to be delivered to the Agent a legal opinion in the form attached
         hereto as Exhibit B or in such other form as is acceptable to the
         Agent with respect to local law real property issues respecting the
         state in which the Property is located addressed to the Lessor, the
         Agent,



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<PAGE>   10

         the Lenders and the Holders, from counsel located in the state where
         the Property is located, prepared by counsel acceptable to the Agent
         and a separate flood hazard certificate respecting the Property
         prepared by an independent recognized professional acceptable to the
         Agent;

                  (k) [Intentionally Reserved]

                  (l) the Lessee shall have delivered to the Agent invoices
         for, or other reasonably satisfactory evidence of, the various
         Transaction Expenses and other fees, expenses and disbursements
         referenced in Section 7.1 of this Agreement, as appropriate;

                  (m) as of the Property Closing Date, the Lessee shall have
         caused to be delivered to the Agent a Mortgage Instrument (in the form
         attached hereto as Schedule 5.3(m) or in such other form as is
         acceptable to the Agent, with revisions as necessary to conform to
         applicable state law), Lessor Financing Statements and Lender
         Financing Statements respecting each such Property, all fully executed
         and in recordable form;

                  (n) as of the Property Closing Date, the Lessee shall have
         delivered to the Agent with respect to the Property a Lease Supplement
         and a memorandum (or short form lease) regarding the Lease and such
         Lease Supplement (such memorandum or short form lease to be in the
         form attached to the Lease as Exhibit B or in such other form as is
         acceptable to the Agent, with modifications as necessary to conform to
         applicable state law, and in form suitable for recording);

                  (o) [Intentionally Reserved]

                  (p) as of the Property Closing Date, the Property shall have
         been substantially completed in accordance with the Plans and
         Specifications related to the Property, such that a certificate of
         occupancy shall have been issued with respect to the Property (with
         only immaterial punch list items remaining to be completed);

                  (q) as of the Property Closing Date, the Lessee shall have
         provided evidence to the Agent of insurance with respect to the
         Property as provided in the Lease;

                  (r) not later than thirty (30) days after the Closing Date,
         the Lessee shall have caused an Appraisal regarding the Property to be
         provided to the Agent from an appraiser selected by the Agent;

                  (s) the Lessee shall cause (i) Uniform Commercial Code lien
         searches, tax lien searches and judgment lien searches regarding the
         Lessee to be conducted (and copies thereof to be delivered to the
         Agent) in such jurisdictions as determined by the Agent by a
         nationally recognized search company acceptable to the Agent and (ii)
         the liens referenced in such lien searches which are objectionable to
         the Agent to be either removed or otherwise handled in a manner
         satisfactory to the Agent;



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<PAGE>   11

                  (t) all taxes, fees and other charges in connection with the
         execution, delivery, recording, filing and registration of the
         Operative Agreements and/or documents related thereto shall have been
         paid or provisions for such payment shall have been made to the
         satisfaction of the Agent;

                  (u) (i) in the opinion of the Agent and its counsel, the
         transactions contemplated by the Operative Agreements do not and will
         not subject the Lessor, the Lenders, the Agent or the Holders to any
         adverse regulatory prohibitions, constraints, penalties or fines; and
         (ii) each of the Operative Agreements to be entered into on such date
         shall have been duly authorized, executed and delivered by the parties
         thereto, and shall be in full force and effect, and the Agent shall
         have received a fully executed copy of each of the Operative
         Agreements;

                  (v) as of the Closing Date and the Property Closing Date,
         since the date of the most recent audited financial statements (as
         delivered pursuant to the requirements of the Lessee Credit Agreement)
         of the Lessee, there shall not have occurred any event, condition or
         state of facts which shall have or could reasonably be expected to
         have a Material Adverse Effect, other than as specifically
         contemplated by the Operative Agreements;

                  (w) as of the Closing Date, the Agent shall have received an
         Officer's Certificate, dated as of the Closing Date, of the Lessee in
         the form attached hereto as Exhibit C or in such other form as is
         acceptable to the Agent stating that (i) each and every representation
         and warranty of each Credit Party contained in the Operative
         Agreements to which it is a party is true and correct on and as of the
         Closing Date; (ii) no Lease Default or Lease Event of Default has
         occurred and is continuing under any Operative Agreement; (iii) each
         Operative Agreement to which any Credit Party is a party is in full
         force and effect with respect to it; and (iv) each Credit Party has
         duly performed and complied with all covenants, agreements and
         conditions contained herein or in any Operative Agreement required to
         be performed or complied with by it on or prior to the Closing Date;

                  (x) as of the Closing Date, the Agent shall have received (i)
         a certificate of the Secretary or an Assistant Secretary of each
         Credit Party, dated as of the Closing Date, in the form attached
         hereto as Exhibit D or in such other form as is acceptable to the
         Agent attaching and certifying as to (1) the resolutions of the Board
         of Directors of such Credit Party duly authorizing the execution,
         delivery and performance by such Credit Party of each of the Operative
         Agreements to which it is or will be a party, (2) the articles of
         incorporation of such Credit Party (or state equivalent) certified as
         of a recent date by the Secretary of State of its state of
         incorporation and its by-laws and (3) the incumbency and signature of
         persons authorized to execute and deliver on behalf of such Credit
         Party the Operative Agreements to which it is or will be a party and
         (ii) a good standing certificate (or local equivalent) from the
         respective states where such Credit Party is incorporated and where
         the principal place of business of such Credit Party is located as to
         its good standing in each such state. To the extent any Credit Party
         is a partnership, a limited liability company or is otherwise
         organized, such Person shall deliver to the Agent (in



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<PAGE>   12

         form and substance satisfactory to the Agent) as of the Closing Date
         (A) a certificate regarding such Person and any corporate general
         partners covering the matters described in Exhibit D and (B) a good
         standing certificate, a certificate of limited partnership or a local
         equivalent of either of the foregoing, as applicable;

                  (y) as of the Closing Date, the Agent shall have received an
         Officer's Certificate of the Lessor dated as of the Closing Date in
         the form attached hereto as Exhibit E or in such other form as is
         acceptable to the Agent, stating that (i) each and every
         representation and warranty of the Lessor contained in the Operative
         Agreements to which it is a party is true and correct on and as of the
         Closing Date, (ii) each Operative Agreement to which the Lessor is a
         party is in full force and effect with respect to it and (iii) the
         Lessor has duly performed and complied with all covenants, agreements
         and conditions contained herein or in any Operative Agreement required
         to be performed or complied with by it on or prior to the Closing
         Date;

                  (z) as of the Closing Date, the Agent shall have received (i)
         a certificate of the Secretary, an Assistant Secretary, Trust Officer
         or Vice President of the Trust Company in the form attached hereto as
         Exhibit F or in such other form as is acceptable to the Agent,
         attaching and certifying as to (A) the signing resolutions duly
         authorizing the execution, delivery and performance by the Lessor of
         each of the Operative Agreements to which it is or will be a party,
         (B) its articles of association or other equivalent charter documents
         and its by-laws, as the case may be, certified as of a recent date by
         an appropriate officer of the Trust Company and (C) the incumbency and
         signature of persons authorized to execute and deliver on its behalf
         the Operative Agreements to which it is a party and (ii) a good
         standing certificate from the Office of the Comptroller of the
         Currency;

                  (aa) as of the Closing Date, counsel for the Lessor
         acceptable to the Agent shall have issued to the Lessee, the Holders,
         the Lenders and the Agent its opinion in the form attached hereto as
         Exhibit G or in such other form as is reasonably acceptable to the
         Agent;

                  (bb) as of the Closing Date, the Lessee shall have caused to
         be delivered to the Agent a legal opinion in the form attached hereto
         as Exhibit H or in such other form as is acceptable to the Agent,
         addressed to the Lessor, the Agent, the Lenders and the Holders, from
         counsel acceptable to the Agent; and

                  (cc) as of the Closing Date, the Lessee shall cause (i) tax
         lien searches and judgment lien searches regarding each Credit Party
         to be conducted (and copies thereof to be delivered to the Agent) in
         such jurisdictions as determined by the Agent by a
         nationally-recognized search company acceptable to the Agent and (ii)
         the liens referenced in such lien searches which are objectionable to
         the Agent to be either removed or otherwise handled in a manner
         satisfactory to the Agent.



                                       8

<PAGE>   13

5.4.     [INTENTIONALLY RESERVED]

5.5.     [INTENTIONALLY RESERVED]

5.6.     [INTENTIONALLY RESERVED]

5.7.     [INTENTIONALLY RESERVED]

5.8.     PAYMENTS.

         All payments of principal, interest, Holder Advances, Holder Yield and
other amounts to be made by the Lessee under this Agreement or any other
Operative Agreements (excluding Excepted Payments which shall be paid directly
to the party to whom such payments are owed) shall be made to the Agent at the
office designated by the Agent from time to time in Dollars and in immediately
available funds, without setoff, deduction, or counterclaim. Subject to the
definition of "Interest Period" in Appendix A attached hereto, whenever any
payment under this Agreement or any other Operative Agreements shall be stated
to be due on a day that is not a Business Day, such payment may be made on the
next succeeding Business Day, and such extension of time in such case shall be
included in the computation of interest, Holder Yield and fees payable pursuant
to the Operative Agreements, as applicable and as the case may be.

5.9.     MAINTENANCE OF THE LESSEE AS A WHOLLY-OWNED ENTITY.

         From the Closing Date and thereafter until such time as all
obligations of all Credit Parties under the Operative Agreements have been
satisfied and performed in full, Guarantor shall retain the Lessee as a
Wholly-Owned Entity.

5.10     LIABILITY OF CREDIT PARTIES LIMITED TO TRANSACTIONS CONTEMPLATED BY
         THE OPERATIVE AGREEMENTS.

         Notwithstanding the right under Section 2.1 or the Trust Agreement of
the Owner Trustee to act as Owner Trustee in other transactions similar to the
transactions contemplated by the Operative Agreements, the parties hereto
acknowledge and agree that the Credit Parties shall not be liable for costs or
expenses of the Trust or the Owner Trustee arising solely as a result of such
other similar transactions entered into by the Owner Trustee, and that the
Credit Parties shall only be liable for costs and expenses of the Trust and the
Owner Trustee to the extent such costs and expenses are attributable to the
transactions contemplated by the Operative Agreements.


5.11     PAYMENT OF EARLY TERMINATION AMOUNT.

         The Lessee hereby agrees to pay to the Owner Trustee on June 29, 2001
(the "Early Termination Date"), an amount (the "Early Termination Amount")
equal to the product of ninety-seven percent (97%) times the sum of (a) all
Loans then outstanding, together with any accrued but unpaid interest on such
Loans, plus (b) all Holder Advances then outstanding, together with any accrued
but unpaid Holder Yield on such Holder Advances, plus (c) any other



                                       9

<PAGE>   14

amounts payable by the Owner Trustee to the Agent, the Lenders or the Holders
as of such date pursuant to the Operative Agreements; provided, the Lessee
shall not be required to pay such Early Termination Amount if the Property
Closing Date shall have occurred on or prior to the Early Termination Date and
an amount equal to the sum of all Loans outstanding on such Property Closing
Date, together with any accrued but unpaid interest on such Loans as of such
Property Closing Date, plus all Holder Advances outstanding on such Property
Closing Date, together with any accrued but unpaid Holder Yield on such Holder
Advances as of such Property Closing Date, plus any other amounts payable by
the Owner Trustee to the Agent, the Lenders or the Holders as of such Property
Closing Date pursuant to the Operative Agreements, shall have been added to the
Property Cost for the Property on such Property Closing Date.

                   SECTION 6. REPRESENTATIONS AND WARRANTIES.

6.1.     REPRESENTATIONS AND WARRANTIES OF THE BORROWER.

         The Trust Company in its individual capacity and as the Borrower, as
indicated, represents and warrants to each of the other parties hereto as
follows, provided, that the representations in the following paragraphs (h),
(j) and (k) are made solely in its capacity as the Borrower:

                  (a) It is a national banking association and is duly
         organized and validly existing and in good standing under the laws of
         the United States of America and has the power and authority to enter
         into and perform its obligations under the Trust Agreement and
         (assuming due authorization, execution and delivery of the Trust
         Agreement by the Holders) has the corporate and trust power and
         authority to act as the Owner Trustee and to enter into and perform
         the obligations under each of the other Operative Agreements to which
         the Trust Company or the Owner Trustee, as the case may be, is or will
         be a party and each other agreement, instrument and document to be
         executed and delivered by it on or before the Closing Date in
         connection with or as contemplated by each such Operative Agreement to
         which the Trust Company or the Owner Trustee, as the case may be, is
         or will be a party;

                  (b) The execution, delivery and performance of each Operative
         Agreement to which it is or will be a party, either in its individual
         capacity or (assuming due authorization, execution and delivery of the
         Trust Agreement by the Holders) as the Owner Trustee, as the case may
         be, has been duly authorized by all necessary action on its part and
         neither the execution and delivery thereof, nor the consummation of
         the transactions contemplated thereby, nor compliance by it with any
         of the terms and provisions thereof (i) does or will require any
         approval or consent of any trustee or holders of any of its
         indebtedness or obligations, (ii) does or will contravene any Legal
         Requirement relating to its banking or trust powers, (iii) does or
         will contravene or result in any breach of or constitute any default
         under, or result in the creation of any Lien upon any of its property
         under, (A) its charter or by-laws, or (B) any indenture, mortgage,
         chattel mortgage, deed of trust, conditional sales contract, bank loan
         or credit agreement or other agreement or instrument to which it is a
         party or by which it or its properties may be bound or affected, which
         contravention, breach, default or Lien under clause (B)



                                      10

<PAGE>   15

         would materially and adversely affect its ability, in its individual
         capacity or as the Owner Trustee, to perform its obligations under the
         Operative Agreements to which it is a party or (iv) does or will
         require any Governmental Action by any Governmental Authority
         regulating its banking or trust powers;

                  (c) The Trust Agreement and, assuming the Trust Agreement is
         the legal, valid and binding obligation of the Holders, each other
         Operative Agreement to which the Trust Company or the Owner Trustee,
         as the case may be, is or will be a party have been, or on or before
         the Closing Date will be, duly executed and delivered by the Trust
         Company or the Owner Trustee, as the case may be, and the Trust
         Agreement and each such other Operative Agreement to which the Trust
         Company or the Owner Trustee, as the case may be, is a party
         constitutes, or upon execution and delivery will constitute, a legal,
         valid and binding obligation enforceable against the Trust Company or
         the Owner Trustee, as the case may be, in accordance with the terms
         thereof;

                  (d) There is no action or proceeding pending or, to its
         knowledge, threatened to which it is or will be a party, either in its
         individual capacity or as the Owner Trustee, before any Governmental
         Authority that, if adversely determined, would materially and
         adversely affect its ability, in its individual capacity or as the
         Owner Trustee, to perform its obligations under the Operative
         Agreements to which it is a party or would question the validity or
         enforceability of any of the Operative Agreements to which it is or
         will become a party;

                  (e) It, either in its individual capacity or as the Owner
         Trustee, has not assigned or transferred any of its right, title or
         interest in or under the Lease, or its interest in the Property or any
         portion thereof, except in accordance with the Operative Agreements;

                  (f) No Default or Event of Default under the Operative
         Agreements attributable to it has occurred and is continuing;

                  (g) The Owner Trustee's principal place of business, chief
         executive office and office where the documents, accounts and records
         relating to the transactions contemplated by this Agreement and each
         other Operative Agreement are kept are located at 79 South Main
         Street, Third Floor, Salt Lake City, Utah 84111;

                  (h) The Owner Trustee is not engaged principally in, and does
         not have as one (1) 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 Board of Governors of
         the Federal Reserve System of the United States), and no part of the
         proceeds of the Loans or the Holder Advances 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
         Regulations T, U, or X of the Board of Governors of the Federal
         Reserve System of the United States;



                                      11

<PAGE>   16

                  (i) The Owner Trustee is not an "investment company" or a
         company controlled by an "investment company" within the meaning of
         the Investment Company Act;

                  (j) The Property is free and clear of all Lessor Liens
         attributable to the Owner Trustee, either in its individual capacity
         or as the Owner Trustee; and

                  (k) The Owner Trustee, in its trust capacity, is not a party
         to any documents, instruments or agreements other than the Operative
         Agreements executed by the Owner Trustee, in its trust capacity.

6.2.     REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES.

         Each Credit Party represents and warrants as of the Closing Date and
the Property Closing Date (unless otherwise specified) to each of the other
parties hereto that:

                  (a) The Incorporated Representations and Warranties are true
         and correct (unless such relate solely to an earlier point in time)
         and the Lessee has delivered to the Agent the financial statements and
         other reports referred to in Article VIII of the Lessee Credit
         Agreement;

                  (b) The execution and delivery by each Credit Party of this
         Agreement and the other applicable Operative Agreements as of such
         date and the performance by each Credit Party of its respective
         obligations under this Agreement and the other applicable Operative
         Agreements are within the corporate, partnership or limited liability
         company (as the case may be) powers of each Credit Party, have been
         duly authorized by all necessary corporate, partnership or limited
         liability company (as the case may be) action on the part of each
         Credit Party (including without limitation any necessary shareholder
         action), have been duly executed and delivered, have received all
         necessary governmental approval, and do not and will not (i) violate
         any Legal Requirement which is binding on any Credit Party or any of
         its Subsidiaries, (ii) contravene or conflict with, or result in a
         breach of, any provision of the Articles of Incorporation, By-Laws or
         other organizational documents of any Credit Party or any of its
         Subsidiaries or of any agreement, indenture, instrument or other
         document which is binding on any Credit Party or any of its
         Subsidiaries or (iii) result in, or require, the creation or
         imposition of any Lien (other than pursuant to the terms of the
         Operative Agreements) on any asset of any Credit Party or any of its
         Subsidiaries;

                  (c) This Agreement and the other applicable Operative
         Agreements executed prior to and as of such date by any Credit Party
         constitute the legal, valid and binding obligation of such Credit
         Party, as applicable, enforceable against such Credit Party, as
         applicable, in accordance with their terms. Each Credit Party has
         executed the various Operative Agreements required to be executed by
         such Credit Party as of such date;

                  (d) There are no material actions, suits or proceedings
         pending or, to our knowledge, threatened against any Credit Party in
         any court or before any Governmental



                                      12

<PAGE>   17

         Authority (nor shall any order, judgment or decree have been issued or
         proposed to be issued by any Governmental Authority to set aside,
         restrain, enjoin or prevent the full performance of any Operative
         Agreement or any transaction contemplated thereby) that (i) concern
         the Property or any Credit Party's interest therein, (ii) question the
         validity or enforceability of any Operative Agreement or any
         transaction described in the Operative Agreements or (iii) shall have
         or could reasonably be expected to have a Material Adverse Effect;
         provided, for purposes of disclosure, the Credit Parties have
         described the litigation set forth on Exhibit J;

                  (e) No Governmental Action by any Governmental Authority or
         other authorization, registration, consent, approval, waiver, notice
         or other action by, to or of any other Person pursuant to any Legal
         Requirement, contract, indenture, instrument or agreement or for any
         other reason is required to authorize or is required in connection
         with (i) the execution, delivery or performance of any Operative
         Agreement, (ii) the legality, validity, binding effect or
         enforceability of any Operative Agreement, (iii) the acquisition,
         ownership, completion, occupancy, operation, leasing or subleasing of
         the Property or (iv) any Advance, in each case, except those which
         have been obtained and are in full force and effect;

                  (f) Upon the execution and delivery of the Lease Supplement
         to the Lease, (i) the Lessee will have unconditionally accepted the
         Property subject to the Lease Supplement and will have a valid and
         subsisting leasehold interest in such Property, subject only to the
         Permitted Liens, and (ii) no offset will exist with respect to any
         Rent or other sums payable under the Lease;

                  (g) [Intentionally Reserved]

                  (h) All information heretofore or contemporaneously herewith
         furnished by each Credit Party or any of its Subsidiaries to the
         Agent, the Owner Trustee, any Lender or any Holder for purposes of or
         in connection with this Agreement and the transactions contemplated
         hereby is, and all information hereafter furnished by or on behalf of
         each Credit Party or any of its Subsidiaries to the Agent, the Owner
         Trustee, any Lender or any Holder pursuant hereto or in connection
         herewith will be, true and accurate in every material respect on the
         date as of which such information is dated or certified, and such
         information, taken as a whole, does not and will not omit to state any
         material fact necessary to make such information, taken as a whole,
         not misleading;

                  (i) The principal place of business, chief executive office
         and office of the Lessee where the documents, accounts and records
         relating to the transactions contemplated by this Agreement and each
         other Operative Agreement are kept are located at 11300 Ninth Street
         North, St. Petersburg, Florida 33716 and the states of formation and
         the chief executive offices of each other Credit Party are located at
         the places set forth in Schedule 6.2(i);

                  (j) The representations and warranties of each Credit Party
         set forth in any of the Operative Agreements are true and correct in
         all material respects on and as of each



                                      13

<PAGE>   18

         such date as if made on and as of such date. Each Credit Party is in
         all material respects in compliance with its obligations under the
         Operative Agreements and there exists no Lease Default or Lease Event
         of Default under any of the Operative Agreements which is continuing
         and which has not been cured within any cure period expressly granted
         under the terms of the applicable Operative Agreement or otherwise
         waived in accordance with the applicable Operative Agreement;

                  (k) [Intentionally Reserved];

                  (l) As of the Property Closing Date only, the Lessor has good
         and marketable fee simple title to the Property, subject only to
         Permitted Liens;

                  (m) As of the Property Closing Date only, no portion of the
         Property is located in an area identified as a special flood hazard
         area by the Federal Emergency Management Agency or other applicable
         agency, or if the such Property 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 Property in accordance with Section 14.2(b) of the Lease and in
         accordance with the National Flood Insurance Act of 1968, as amended;

                  (n) As of the Property Closing Date only, the Property
         complies with all Insurance Requirements and all standards of Lessee
         with respect to similar properties owned by Lessee;

                  (o) As of the Property Closing Date only, the Property
         complies with all Legal Requirements as of such date (including
         without limitation all zoning and land use laws and Environmental
         Laws), except to the extent that failure to comply therewith,
         individually or in the aggregate, shall not have and could not
         reasonably be expected to have a Material Adverse Effect;

                  (p) As of the Property Closing Date only, all utility
         services and facilities necessary for the operation of the
         Improvements and the operation of the Equipment regarding the Property
         (including without limitation gas, electrical, water and sewage
         services and facilities) are available at the applicable Land;

                  (q) [Intentionally Reserved];

                  (r) (i) The Security Documents create, as security for the
                  Obligations (as such term is defined in the Security
                  Agreement), valid and enforceable security interests in, and
                  Liens on, all of the Collateral, in favor of the Agent, for
                  the ratable benefit of the Lenders and the Holders, as their
                  respective interests appear in the Operative Agreements, and
                  such security interests and Liens are subject to no other
                  Liens other than Liens that are expressly set forth as title
                  exceptions on the title commitment issued under Section
                  5.3(g) with respect to the Property. Upon recordation of the
                  Mortgage Instrument in the appropriate real estate recording
                  office, the Lien created by the Mortgage Instrument in the
                  real property



                                      14

<PAGE>   19

                  described therein shall be a perfected first priority
                  mortgage Lien on such real property in favor of the Agent,
                  for the ratable benefit of the Lenders and the Holders, as
                  their respective interests appear in the Operative
                  Agreements. To the extent that the security interests in the
                  portion of the Collateral comprised of personal property can
                  be perfected by filing in the filing offices in the state
                  where the Property is located, upon filing of the Lender
                  Financing Statements in such filing offices, the security
                  interests created by the Security Agreement shall be
                  perfected first priority security interests in such personal
                  property in favor of the Agent, for the ratable benefit of
                  the Lenders and the Holders, as their respective interests
                  appear in the Operative Agreements;

                           (ii) The Lease Agreement creates, as security for
                  the obligations of the Lessee under the Lease Agreement,
                  valid and enforceable security interests in, and Liens on,
                  the Property leased thereunder, in favor of the Lessor, and
                  such security interests and Liens are subject to no other
                  Liens other than Liens that are expressly set forth as title
                  exceptions on the title commitment issued under Section
                  5.3(g) with respect to the Property. Upon recordation of the
                  memorandum of the Lease Agreement (or a short form lease) in
                  the appropriate real estate recording office, the Lien
                  created by the Lease Agreement in the real property described
                  therein shall be a perfected first priority mortgage Lien on
                  such real property in favor of the Agent, for the ratable
                  benefit of the Lenders and the Holders, as their respective
                  interests appear in the Operative Agreements. To the extent
                  that the security interests in the portion of the Property
                  comprised of personal property can be perfected by the filing
                  in the filing offices in the state where the Property is
                  located, a security interest created by the Lease Agreement
                  shall be perfected first priority security interests in such
                  personal property in favor of the Lessor, which rights
                  pursuant to the Lessor Financing Statements are assigned to
                  the Agent, for the ratable benefit of the Lenders and the
                  Holders, as their respective interests appear in the
                  Operative Agreements; and

                  (s) As of the Property Closing Date only, each of the
         representations and warranties made in the Purchase Agreement by each
         of the parties thereto is true and correct in all material respects,
         and such representations and warranties are hereby incorporated herein
         by reference with the same effect as though set forth in their
         entirety herein, as qualified therein.

                             SECTION 6B. GUARANTY.

6B.1.    GUARANTY OF PAYMENT AND PERFORMANCE.

         Subject to Section 6B.7, the Guarantor hereby unconditionally
guarantees to each Financing Party the prompt payment and performance of the
Company Obligations in full when due (whether at stated maturity, as a
mandatory prepayment, by acceleration or otherwise) or when such is otherwise
to be performed; provided, notwithstanding the foregoing, the obligations of
the Guarantor under this Section 6B shall not constitute a direct guaranty of
the indebtedness of the Lessor evidenced by the Notes but rather a guaranty of
the Company Obligations arising



                                      15

<PAGE>   20

under the Operative Agreements. This Section 6B is a guaranty of payment and
performance and not of collection and is a continuing guaranty and shall apply
to all Company Obligations whenever arising. All rights granted to the
Financing Parties under this Section 6B shall be subject to the provisions of
Section 8.2(h) and 8.6.

6B.2.    GUARANTY OF PAYMENT AND PERFORMANCE.

         The Guarantor agrees that the obligations of the Guarantor hereunder
are absolute and unconditional, irrespective of the value, genuineness,
validity, regularity or enforceability of any of the Operative Agreements, or
any other agreement or instrument referred to therein, or any substitution,
release or exchange of any other guarantee of or security for any of the
Company Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever which might otherwise
constitute a legal or equitable discharge or defense of a surety, guarantor or
co-obligor, it being the intent of this Section 6B.2 that the obligations of
the Guarantor hereunder shall be absolute and unconditional under any and all
circumstances. The Guarantor agrees that this Section 6B may be enforced by the
Financing Parties without the necessity at any time of resorting to or
exhausting any other security or collateral and without the necessity at any
time of having recourse to the Notes, the Certificates or any other of the
Operative Agreements or any collateral, if any, hereafter securing the Company
Obligations or otherwise and the Guarantor hereby waives the right to require
the Financing Parties to proceed against the Lessee or any other Person
(including without limitation a co-guarantor) or to require the Financing
Parties to pursue any other remedy or enforce any other right. The Guarantor
further agrees that it hereby waives any and all right of subrogation,
indemnity, reimbursement or contribution against the Lessee for amounts paid
under this Section 6B until such time as the Loans, Holder Advances, accrued
but unpaid interest, accrued but unpaid Holder Yield and all other amounts
owing under the Operative Agreements have been paid in full. Without limiting
the generality of the waiver provisions of this Section 6B, the Guarantor
hereby waives any rights to require the Financing Parties to proceed against
the Lessee or any co-guarantor or to require Lessor to pursue any other remedy
or enforce any other right, including without limitation, any and all rights
under N.C. Gen. Stat. 26-7 through 26-9. The Guarantor further agrees that
nothing contained herein shall prevent the Financing Parties from suing on any
Operative Agreement or foreclosing any security interest in or Lien on any
collateral, if any, securing the Company Obligations or from exercising any
other rights available to it under any Operative Agreement, or any other
instrument of security, if any, and the exercise of any of the aforesaid rights
and the completion of any foreclosure proceedings shall not constitute a
discharge of the Guarantor's obligations hereunder; it being the purpose and
intent of the Guarantor that its obligations hereunder shall be absolute,
independent and unconditional under any and all circumstances; provided that
any amounts due under this Section 6B which are paid to or for the benefit of
any Financing Party shall reduce the Company Obligations by a corresponding
amount (unless required to be rescinded at a later date). Neither the
Guarantor's obligations under this Section 6B nor any remedy for the
enforcement thereof shall be impaired, modified, changed or released in any
manner whatsoever by an impairment, modification, change, release or limitation
of the liability of the Lessee or by reason of the bankruptcy or insolvency of
the Lessee. The Guarantor waives any and all notice of the creation, renewal,
extension or accrual of any of the Company Obligations and notice of or proof
of reliance by any Financing Party upon this Section 6B or acceptance of this
Section 6B. The Company



                                      16

<PAGE>   21

Obligations shall conclusively be deemed to have been created, contracted or
incurred, or renewed, extended, amended or waived, in reliance upon this
Section 6B. All dealings between the Lessee and the Guarantor, on the one hand,
and the Financing Parties, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon this Section 6B.

6B.3.    MODIFICATIONS.

         The Guarantor agrees that (a) all or any part of the security now or
hereafter held for the Company Obligations, if any, may be exchanged,
compromised or surrendered from time to time; (b) no Financing Party shall have
any obligation to protect, perfect, secure or insure any such security
interests, liens or encumbrances now or hereafter held, if any, for the Company
Obligations or the properties subject thereto; (c) the time or place of payment
of the Company Obligations may be changed or extended, in whole or in part, (d)
the Lessee and any other party liable for payment under the Operative
Agreements may be granted indulgences generally; (e) any of the provisions of
the Notes, the Certificates or any of the other Operative Agreements may be
modified, amended or waived; (f) any party (including any co-guarantor) liable
for the payment thereof may be granted indulgences or be released; and (g) any
deposit balance for the credit of the Lessee or any other party liable for the
payment of the Company Obligations or liable upon any security therefor may be
released, in whole or in part, at, before or after the stated, extended or
accelerated maturity of the Company Obligations, all without notice to or
further assent by the Guarantor, which shall remain bound thereon,
notwithstanding any such exchange, compromise, surrender, extension, renewal,
acceleration, modification, indulgence or release.

6B.4.    WAIVER OF RIGHTS.

         The Guarantor expressly waives to the fullest extent permitted by
applicable law: (a) notice of acceptance of this Section 6B by any Financing
Party and of all extensions of credit or other Advances to the Lessee by the
Lenders pursuant to the terms of the Operative Agreements; (b) presentment and
demand for payment or performance of any of the Company Obligations; (c)
protest and notice of dishonor or of default with respect to the Company
Obligations or with respect to any security therefor; (d) notice of any
Financing Party obtaining, amending, substituting for, releasing, waiving or
modifying any security interest, lien or encumbrance, if any, hereafter
securing the Company Obligations, or any Financing Party's subordinating,
compromising, discharging or releasing such security interests, liens or
encumbrances, if any; and (e) all other notices to which the Guarantor might
otherwise be entitled. Notwithstanding anything to the contrary herein, (i) the
Guarantor's payments hereunder shall be due five (5) Business Days after
written demand by the Agent for such payment (unless the Company Obligations
are automatically accelerated pursuant to the applicable provisions of the
Operative Agreements in which case the Guarantor's payments shall be
automatically due) and (ii) any modification of the Operative Agreements which
has the effect of increasing the Company Obligations shall not be enforceable
against the Guarantor unless the Guarantor executes the document evidencing
such modification or otherwise reaffirms its guaranty in writing in connection
with such modification.



                                      17

<PAGE>   22

6B.5.    REINSTATEMENT.

         The obligations of the Guarantor under this Section 6B shall be
automatically reinstated if and to the extent that for any reason any payment
by or on behalf of any Person in respect of the Company Obligations is
rescinded or must be otherwise restored by any holder of any of the Company
Obligations, whether as a result of any proceedings in bankruptcy or
reorganization or otherwise, and the Guarantor agrees that it will indemnify
each Financing Party on demand for all reasonable costs and expenses
(including, without limitation, reasonable fees of counsel) incurred by any
Financing Party in connection with such rescission or restoration, including
without limitation any such costs and expense incurred in defending against any
claim alleging that such payment constituted a preference, fraudulent transfer
or similar payment under any bankruptcy, insolvency or similar law.

6B.6.    REMEDIES.

         The Guarantor agrees that, as between the Guarantor, on the one hand,
and each Financing Party, on the other hand, the Company Obligations may be
declared to be forthwith due and payable as provided in the applicable
provisions of the Operative Agreements (and shall be deemed to have become
automatically due and payable in the circumstances provided therein)
notwithstanding any stay, injunction or other prohibition preventing such
declaration (or preventing such Company Obligations from becoming automatically
due and payable) as against any other Person and that, in the event of such
declaration (or such Company Obligations being deemed to have become
automatically due and payable), such Company Obligations (whether or not due
and payable by any other Person) shall forthwith become due and payable by the
Guarantor in accordance with the applicable provisions of the Operative
Agreements.

6B.7.    LIMITATION OF GUARANTY.

         Notwithstanding any provision to the contrary contained herein or in
any of the other Operative Agreements, to the extent the obligations of the
Guarantor shall be adjudicated to be invalid or unenforceable for any reason
(including without limitation because of any applicable state or federal law
relating to fraudulent conveyances or transfers) then the obligations of the
Guarantor hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including without limitation
the Bankruptcy Code).

         Subject to Section 6B.5, upon the satisfaction of the Company
Obligations in full, regardless of the source of payment, the Guarantor's
obligations hereunder shall be deemed satisfied, discharged and terminated
other than indemnifications set forth herein that expressly survive.

6B.8.    PAYMENT OF AMOUNTS TO THE AGENT.

         Each Financing Party hereby instructs the Guarantor, and the Guarantor
hereby acknowledges and agrees, that until such time as the Loans and the
Holder Advances are paid in full and the Liens evidenced by the Security
Agreement and the Mortgage Instruments have been released any and all Rent
(excluding Excepted Payments which shall be payable to each Holder



                                      18

<PAGE>   23

or other Person as appropriate) and any and all other amounts of any kind or
type under any of the Operative Agreements due and owing or payable to any
Person shall instead be paid directly to the Agent (excluding Excepted Payments
which shall be payable to each Holder or other Person as appropriate) or as the
Agent may direct from time to time for allocation and distribution in
accordance with the procedures set forth in Section 8.7 hereof.

                    SECTION 7. PAYMENT OF CERTAIN EXPENSES.

7.1.     TRANSACTION EXPENSES.

                  (a) The Lessor agrees on the Closing Date and the Property
         Closing Date, as the case may be, to pay, or cause to be paid, all
         Transaction Expenses arising from the transactions consummated on the
         Closing Date and the Property Closing Date, as the case may be,
         including without limitation all reasonable fees, expenses and
         disbursements of the various legal counsels for the Lessor and the
         Agent in connection with the transactions contemplated by the
         Operative Agreements, the initial fees and expenses of the Owner
         Trustee due and payable on the Closing Date and the Property Closing
         Date, as the case may be, all fees, taxes and expenses for the
         recording, registration and filing of documents and all other
         reasonable fees, expenses and disbursements incurred in connection
         with the Closing Date and the Property Closing Date, as the case may
         be; provided, however, the Lessor shall pay such amounts described in
         this Section 7.1 only from the proceeds of Loans and Holder Advances
         received by the Owner Trustee. The Lessee agrees to timely pay all
         amounts referenced to in this Section 7.1 to the extent not paid by
         the Owner Trustee.

7.2.     BROKERS' FEES.

         The Lessee agrees to pay or cause to be paid any and all brokers'
fees, if any, including without limitation any interest and penalties thereon,
which are payable in connection with the transactions contemplated by this
Agreement and the other Operative Agreements.

7.3.     CERTAIN FEES AND EXPENSES.

         The Lessee agrees to pay or cause to be paid (a) the initial and
annual Owner Trustee's fee and all reasonable expenses of the Owner Trustee and
any co-trustees (including without limitation reasonable counsel fees and
expenses) or any successor owner trustee and/or co-trustee, for acting as the
owner trustee under the Trust Agreement (but only to the extent such fees and
expenses are attributable to the transactions contemplated by this Agreement
and the other Operative Agreements), (b) all reasonable costs and expenses
incurred by the Credit Parties, the Agent, the Lenders, the Holders or the
Lessor in entering into any Lease Supplement and any future amendments,
modifications, supplements, restatements and/or replacements with respect to
any of the Operative Agreements, whether or not such Lease Supplement,
amendments, modifications, supplements, restatements and/or replacements are
ultimately entered into, or giving or withholding of waivers of consents hereto
or thereto, which have been requested by any Credit Party, the Agent, the
Lenders, the Holders or the Lessor, (c) all reasonable costs and expenses
incurred by the Credit Parties, the Agent, the Lenders, the Holders



                                      19

<PAGE>   24

or the Lessor in connection with any exercise of remedies under any Operative
Agreement or the purchase of the Property by the Lessee or any third party and
(d) all reasonable costs and expenses incurred by the Lessee, the Agent, the
Lenders, the Holders or the Lessor in connection with any transfer or
conveyance of the Property, whether or not such transfer or conveyance is
ultimately accomplished.

7.4.     UNUSED FEES.

         During the Commitment Period, the Lessor agrees to pay to the Agent
for the account of (a) the Lenders, respectively, an unused fee (the "Lender
Unused Fee") equal to the product of the average daily Available Commitment of
each Lender multiplied by a rate of one-tenth of one percent (0.10%) per annum
and (b) the Holders, respectively, an unused fee (the "Holder Unused Fee")
equal to the product of the average daily Available Holder Commitment of each
Holder multiplied by a rate of one-tenth of one percent (0.10%) per annum;
provided, however, the Lessor shall pay such amounts described in this Section
7.4 only from the proceeds of Loans and Holder Advances received by the Owner
Trustee. Such Unused Fees shall be payable quarterly in arrears on each Unused
Fee Payment Date. If all or a portion of any such Unused Fee shall not be paid
when due, such overdue amount shall bear interest, payable by the Lessee on
demand, at a rate per annum equal to the ABR (or in the case of Holder Yield,
the ABR plus the Applicable Percentage for Eurodollar Holder Advances) plus two
percent (2%) from the date of such non-payment until such amount is paid in
full (as well as before judgment). The Lessee agrees to timely pay all amounts
referenced in this Section 7.4 to the extent not paid by the Owner Trustee.


                   SECTION 8. OTHER COVENANTS AND AGREEMENTS.

8.1.     COOPERATION WITH THE LESSEE.

         The Holders, the Lenders, the Lessor (at the direction of the Majority
Secured Parties) and the Agent shall, at the expense of and to the extent
reasonably requested by the Lessee (but without assuming additional liabilities
on account thereof and only to the extent such is acceptable to the Holders,
the Lenders, the Lessor (at the direction of the Majority Secured Parties) and
the Agent in their reasonable discretion), cooperate with the Lessee in
connection with the Lessee satisfying its covenant obligations contained in the
Operative Agreements including without limitation at any time and from time to
time, promptly and duly executing and delivering any and all such further
instruments, documents and financing statements (and continuation statements
related thereto).

8.2.     COVENANTS OF THE OWNER TRUSTEE, THE TRUST COMPANY, THE LESSOR AND
         THE HOLDERS.

         Each of the Owner Trustee, the Trust Company, the Lessor and the
Holders hereby agrees that so long as this Agreement is in effect:

                  (a) None of the Owner Trustee, the Lessor, the Trust Company
         or any Holder will create or permit to exist at any time, and each of
         them will, at its own cost and



                                      20

<PAGE>   25

         expense, promptly take such action as may be necessary duly to
         discharge, or to cause to be discharged, all Lessor Liens on the
         Property attributable to it; provided, however, that the Owner
         Trustee, the Lessor, the Trust Company and the Holders shall not be
         required to so discharge any such Lessor Lien while the same is being
         contested in good faith by appropriate proceedings diligently
         prosecuted so long as such proceedings shall not materially and
         adversely affect the rights of the Lessee under the Lease and the
         other Operative Agreements or involve any material danger of
         impairment of the Liens of the Security Documents or of the sale,
         forfeiture or loss of, and shall not interfere with the use or
         disposition of, the Property or title thereto or any interest therein
         or the payment of Rent;

                  (b) Without prejudice to any right under the Trust Agreement
         of the Owner Trustee to resign (subject to the requirement set forth
         in the Trust Agreement that such resignation shall not be effective
         until a successor shall have agreed to accept such appointment), or
         the Holders' rights under the Trust Agreement to remove the
         institution acting as the Owner Trustee (after consent to such removal
         by the Agent as provided in the Trust Agreement), each of the Owner
         Trustee and the Holders hereby agrees with the Lessee and the Agent
         (i) not to terminate or revoke the trust created by the Trust
         Agreement except as permitted by Article VIII of the Trust Agreement,
         (ii) not to amend, supplement, terminate or revoke or otherwise modify
         any provision of the Trust Agreement in such a manner as to adversely
         affect the rights of any such party without the prior written consent
         of such party and (iii) to comply with all of the terms of the Trust
         Agreement, the nonperformance of which would adversely affect such
         party;

                  (c) The Owner Trustee or any successor may resign or be
         removed by the Holders as the Owner Trustee, a successor Owner Trustee
         may be appointed and a corporation may become the Owner Trustee under
         the Trust Agreement, only in accordance with the provisions of Article
         IX of the Trust Agreement and, with respect to such appointment, with
         the consent of the Lessee (so long as there shall be no Lease Event of
         Default that shall have occurred and be continuing), which consent
         shall not be unreasonably withheld or delayed;

                  (d) The Owner Trustee, in its capacity as the Owner Trustee
         under the Trust Agreement, and not in its individual capacity, shall
         not contract for, create, incur or assume any Indebtedness, or enter
         into any business or other activity or enter into any contracts or
         agreements, other than pursuant to or under the Operative Agreements;

                  (e) The Holders will not instruct the Owner Trustee to take
         any action in violation of the terms of any Operative Agreement;

                  (f) Neither any Holder nor the Owner Trustee shall (i)
         commence any case, proceeding or other action with respect to the
         Owner Trustee under any existing or future law of any jurisdiction,
         domestic or foreign, relating to bankruptcy, insolvency,
         reorganization, arrangement, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (ii)
         seek appointment of a receiver, trustee, custodian or other similar
         official with respect to the Owner Trustee or for all or any



                                      21

<PAGE>   26

         substantial benefit of the creditors of the Owner Trustee; and neither
         any Holder nor the Owner Trustee shall take any action in furtherance
         of, or indicating its consent to, approval of, or acquiescence in, any
         of the acts set forth in this paragraph;

                  (g) The Owner Trustee shall give prompt notice to the Lessee,
         the Holders and the Agent if the Owner Trustee's principal place of
         business or chief executive office, or the office where the records
         concerning the accounts or contract rights relating to the Property
         are kept, shall cease to be located at 79 South Main Street, Salt Lake
         City, Utah 84111, or if it shall change its name; and

                  (h) The Owner Trustee shall take or refrain from taking such
         actions and grant or refrain from granting such approvals with respect
         to the Operative Agreements and/or relating to the Property in each
         case as directed in writing by the Agent (until such time as the Loans
         are paid in full, and then by the Majority Holders) or, in connection
         with Sections 8.5 and 9.2 hereof, the Lessee; provided, however, that
         notwithstanding the foregoing provisions of this subparagraph (h) the
         Owner Trustee, the Agent, the Lenders and the Holders each
         acknowledge, covenant and agree that neither the Owner Trustee nor the
         Agent shall act or refrain from acting, regarding each Unanimous Vote
         Matter, until such party has received the approval of each Lender and
         each Holder affected by such matter.

8.3.     CREDIT PARTY COVENANTS, CONSENT AND ACKNOWLEDGMENT.

                  (a) Each Credit Party acknowledges and agrees that the Owner
         Trustee, pursuant to the terms and conditions of the Security
         Agreement and the Mortgage Instruments, shall create Liens respecting
         the various personal property, fixtures and real property described
         therein in favor of the Agent. Each Credit Party hereby irrevocably
         consents to the creation, perfection and maintenance of such Liens.
         Each Credit Party shall, to the extent reasonably requested by any of
         the other parties hereto, cooperate with the other parties in
         connection with their covenants herein or in the other Operative
         Agreements and shall from time to time duly execute and deliver any
         and all such future instruments, documents and financing statements
         (and continuation statements related thereto) as any other party
         hereto may reasonably request.

                  (b) The Lessor hereby instructs each Credit Party, and each
         Credit Party hereby acknowledges and agrees, that until such time as
         the Loans and the Holder Advances are paid in full and the Liens
         evidenced by the Security Agreement and the Mortgage Instruments have
         been released (i) any and all Rent (excluding Excepted Payments which
         shall be payable to each Holder or other Person as appropriate) and
         any and all other amounts of any kind or type under any of the
         Operative Agreements due and owing or payable to any Person shall
         instead be paid directly to the Agent (excluding Excepted Payments
         which shall be payable to each Holder or other Person as appropriate)
         or as the Agent may direct from time to time for allocation and
         distribution in accordance with the procedures set forth in Section
         8.7 hereof, (ii) all rights of the Lessor under the Lease shall be
         exercised by the Agent and (iii) each Credit Party shall cause all
         notices, certificates, financial statements, communications and other
         information which are



                                      22

<PAGE>   27

         delivered, or are required to be delivered, to the Lessor, to also be
         delivered at the same time to the Agent.

                  (c) No Credit Party shall consent to or permit any amendment,
         supplement or other modification of the terms or provisions of any
         Operative Agreement except in accordance with Section 12.4 of this
         Agreement.

                  (d) The Lessee hereby covenants and agrees to cause an
         Appraisal or reappraisal (in form and substance satisfactory to the
         Agent and from an appraiser selected by the Agent) to be issued
         respecting the Property as requested by the Agent from time to time
         (i) at each and every time as such shall be required to satisfy any
         regulatory requirements imposed on the Agent, the Lessor, the Trust
         Company, any Lender and/or any Holder and (ii) after the occurrence of
         an Event of Default.

                  (e) Each Credit Party hereby covenants and agrees that,
         except for amounts payable as Basic Rent, any and all payment
         obligations owing from time to time under the Operative Agreements by
         any Person to the Agent, the Lessor, any Lender, any Holder or any
         other Person shall (without further action) be deemed to be
         Supplemental Rent obligations payable by the Lessee and guaranteed by
         the other Credit Parties. Without limitation, such obligations of the
         Credit Parties shall include the Supplement Rent obligations pursuant
         to Section 3.3 of the Lease, arrangement fees, administrative fees,
         participation fees, commitment fees, prepayment penalties, breakage
         costs, indemnities, property taxes, insurance costs, trustee fees and
         transaction expenses incurred by the parties hereto in connection with
         the transactions contemplated by the Operative Agreements.

                  (f) At any time the Lessor or the Agent is entitled under the
         Operative Agreements to possession of a Property or any component
         thereof, the Lessee hereby covenants and agrees, at its own cost and
         expense, to assemble and make the same available to the Agent (on
         behalf of the Lessor).

                  (g) The Lessee hereby covenants and agrees that it shall give
         prompt notice to the Agent if the Lessee's principal place of business
         or chief executive office, or the office where the records concerning
         the accounts or contract rights relating to the Property are kept,
         shall cease to be located at 11300 Ninth Street North, St. Petersburg,
         Florida 33716 or if it shall change its name.

                  (h) [Intentionally Reserved]

                  (i) Each Credit Party shall promptly notify the Agent, or
         cause the Agent to be promptly notified, upon such Credit Party
         gaining knowledge of the occurrence of any Default or Event of Default
         which is continuing at such time. In any event, such notice shall be
         provided to the Agent within ten (10) days of when such Credit Party
         gains such knowledge.



                                      23

<PAGE>   28

                  (j) Until all of the obligations under the Operative
         Agreements have been finally and indefeasibly paid and satisfied in
         full unless consent has been obtained from the Majority Secured
         Parties, each Credit Party will:

                           (i) except as permitted by the express provisions of
                  the Lessee Credit Agreement, preserve and maintain its
                  separate legal existence and all rights, franchises, licenses
                  and privileges necessary to the conduct of its business, and
                  qualify and remain qualified as a foreign corporation (or
                  partnership, limited liability company or other such similar
                  entity, as the case may be) and authorized to do business in
                  each jurisdiction in which the failure to so qualify would
                  have a Material Adverse Effect;

                           (ii) pay and perform all obligations of Credit
                  Parties under the Operative Agreements and pay and perform
                  (A) all taxes, assessments and other governmental charges
                  that may be levied or assessed upon it or any of its
                  property, and (B) all other indebtedness, obligations and
                  liabilities in accordance with customary trade practices,
                  which if not paid would have a Material Adverse Effect;
                  provided that any Credit Party may contest any item described
                  in this Section 8.3(n)(ii) in good faith so long as adequate
                  reserves are maintained with respect thereto in accordance
                  with GAAP;

                           (iii) to the extent failure to do so would have a
                  Material Adverse Effect, observe and remain in compliance
                  with all applicable Laws and maintain in full force and
                  effect all Governmental Actions, in each case applicable to
                  the conduct of its business; keep in full force and effect
                  all licenses, certifications or accreditations necessary for
                  any Facility to carry on its business; and not permit the
                  termination of any insurance reimbursement program available
                  to any Facility; and

                           (iv) provided that the Agent, the Lenders and the
                  Holders use reasonable efforts to minimize disruption to the
                  business of the Lessee, permit representatives of the Agent
                  or any Lender or Holder, from time to time, to visit and
                  inspect its properties; inspect, audit and make extracts from
                  its books, records and files, including without limitation
                  management letters prepared by independent accountants; and
                  discuss with its principal officers, and its independent
                  accountants, its business, assets, liabilities, financial
                  condition, results of operations and business prospects.

                  (k) The Lessee shall, as soon as practical and in any event
         within 50 days after the end of each fiscal quarter of the Guarantor
         (except for the last fiscal quarter of the Guarantor's fiscal year, in
         which case as soon as practical and in any event within 95 days after
         the end of such fiscal year), furnish to the Agent a written notice
         setting forth the Guarantor's calculation, in reasonable detail, of
         the Consolidated Leverage Ratio for the immediately preceding fiscal
         quarter of the Guarantor.



                                      24

<PAGE>   29

                  (l) Lessee shall take all action necessary to assure that
         Lessee's computer based systems are able to operate and effectively
         process data including dates on and after January 1, 2000. At the
         request of the Agent, Lessee shall provide Agent assurance acceptable
         to Agent of Lessee's Year 2000 compatibility.

8.4.     SHARING OF CERTAIN PAYMENTS.

         Except for Excepted Payments, the parties hereto acknowledge and agree
that all payments due and owing by any Credit Party to the Lessor under the
Lease or any of the other Operative Agreements shall be made by such Credit
Party directly to the Agent as more particularly provided in Section 8.3
hereof. The Lessor, the Holders, the Agent, the Lenders and the Credit Parties
acknowledge the terms of Section 8.7 of this Agreement regarding the allocation
of payments and other amounts made or received from time to time under the
Operative Agreements and agree, that all such payments and amounts are to be
allocated as provided in Section 8.7 of this Agreement.

8.5.     GRANT OF EASEMENTS, ETC.

         The Agent, the Lenders and the Holders hereby agree that, so long as
no Event of Default shall have occurred and be continuing, the Owner Trustee
shall, from time to time at the request of the Lessee (and with the prior
consent of the Agent), in connection with the transactions contemplated by the
Lease or the other Operative Agreements, (i) grant easements and other rights
in the nature of easements with respect to the Property, (ii) release existing
easements or other rights in the nature of easements which are for the benefit
of the Property, (iii) execute and deliver to any Person any instrument
appropriate to confirm or effect such grants or releases, and (iv) execute and
deliver to any Person such other documents or materials in connection with the
acquisition, testing or operation of the Property, including without limitation
reciprocal easement agreements, operating agreements, development agreements,
plats, replats or subdivision documents; provided, that each of the agreements
referred to in this Section 8.5 shall be of the type normally executed by the
Lessee in the ordinary course of the Lessee's business and shall be on
commercially reasonable terms so as not to diminish the value of the Property
in any material respect.

8.6.     APPOINTMENT BY THE AGENT, THE LENDERS, THE HOLDERS AND THE LESSOR.

         The Holders hereby appoint the Agent to act as collateral agent for
the Holders in connection with the Lien granted by the Security Documents to
secure the Holder Amount. The Lenders and the Holders acknowledge and agree and
direct that the rights and remedies of the beneficiaries of the Lien of the
Security Documents shall be exercised by the Agent on behalf of the Lenders and
the Holders as directed from time to time by the Majority Secured Parties or,
pursuant to Sections 8.2(h) and 12.4, all of the Lenders and the Holders, as
the case may be; provided, in all cases, the Agent shall allocate payments and
other amounts received in accordance with Section 8.7. The Agent is further
appointed to provide notices under the Operative Agreements on behalf of the
Owner Trustee (as determined by the Agent, in its reasonable discretion), to
receive notices under the Operative Agreements on behalf of the Owner Trustee
and (subject to Sections 8.5 and 9.2) to take such other action under the
Operative



                                      25

<PAGE>   30

Agreements on behalf of the Owner Trustee as the Agent shall determine in its
reasonable discretion from time to time. The Agent hereby accepts such
appointments. For purposes hereof, the provisions of Section 7 of the Credit
Agreement, together with such other terms and provisions of the Credit
Agreement and the other Operative Agreements as required for the full
interpretation and operation of Section 7 of the Credit Agreement are hereby
incorporated by reference as if restated herein for the mutual benefit of the
Agent and each Holder as if each Holder were a Lender thereunder. Outstanding
Holder Advances and outstanding Loans shall each be taken into account for
purposes of determining Majority Secured Parties. Further, the Agent shall be
entitled to take such action on behalf of the Owner Trustee as is delegated to
the Agent under any Operative Agreement (whether express or implied) as may be
reasonably incidental thereto. The parties hereto hereby agree to the
provisions contained in this Section 8.6. Any appointment of a successor agent
under Section 7.9 of the Credit Agreement shall also be effective as an
appointment of a successor agent for purposes of this Section 8.6.

8.7.     COLLECTION AND ALLOCATION OF PAYMENTS AND OTHER AMOUNTS.

                  (a) Each Credit Party has agreed pursuant to Section 5.8 and
         otherwise in accordance with the terms of this Agreement to pay to (i)
         the Agent any and all Rent (excluding Excepted Payments) and any and
         all other amounts of any kind or type under any of the Operative
         Agreements due and owing or payable to any Person and (ii) each Person
         as appropriate the Excepted Payments. Promptly after receipt, the
         Agent shall apply and allocate, in accordance with the terms of this
         Section 8.7, such amounts received from any Credit Party and all other
         payments, receipts and other consideration of any kind whatsoever
         received by the Agent pursuant to the Security Agreement or otherwise
         received by the Agent, the Holders or any of the Lenders in connection
         with the Collateral, the Security Documents or any of the other
         Operative Agreements. Ratable distributions among the Lenders and the
         Holders under this Section 8.7 shall be made based on (in the case of
         the Lenders) the ratio of the outstanding Loans to the Property Cost
         and (in the case of the Holders) the ratio of the outstanding Holder
         Advances to the Property Cost. Ratable distributions among the Tranche
         A Lenders under this Section 8.7 shall be made based on the ratio of
         the individual Tranche A Lender's Commitment for Tranche A Loans to
         the aggregate of all the Tranche A Lenders' Commitments for Tranche A
         Loans. Ratable distributions among the Tranche B Lenders under this
         Section 8.7 shall be made based on the ratio of the individual Tranche
         B Lender's Commitment for Tranche B Loans to the aggregate of all the
         Tranche B Lenders' Commitments for Tranche B Loans. Ratable
         distributions among the Lenders (in situations where the Tranche A
         Lenders are not differentiated from the Tranche B Lenders) shall be
         made based on the ratio of the individual Lender's Commitment to the
         aggregate of all the Lenders' Commitments. Ratable distributions among
         the Holders under this Section 8.7 shall be based on the ratio of the
         individual Holder's Holder Commitment to the aggregate of all the
         Holders' Holder Commitments.

                  (b) Payments and other amounts received by the Agent from
         time to time in accordance with the terms of subparagraph (a) shall be
         applied and allocated as follows (subject in all cases to Section
         8.7(c)):



                                      26

<PAGE>   31

                           (i) Any such payment or amount identified as or
                  deemed to be Basic Rent shall be applied and allocated by the
                  Agent first, ratably to the Lenders and the Holders for
                  application and allocation to the payment of interest on the
                  Loans and thereafter the principal of the Loans which is due
                  and payable on such date and to the payment of accrued Holder
                  Yield with respect to the Holder Advances and thereafter the
                  portion of the Holder Advances which is due on such date; and
                  second, if no Default or Event of Default is in effect, any
                  excess shall be paid to such Person or Persons as the Lessee
                  may designate; provided, that if a Default or Event of
                  Default is in effect, such excess (if any) shall instead be
                  held by the Agent until the earlier of (I) the first date
                  thereafter on which no Default or Event of Default shall be
                  in effect (in which case such payments or returns shall then
                  be made to such other Person or Persons as the Lessee may
                  designate) and (II) the Maturity Date or the Expiration Date,
                  as the case may be (or, if earlier, the date of any
                  Acceleration), in which case such amounts shall be applied
                  and allocated in the manner contemplated by Section
                  8.7(b)(iv).

                           (ii) If on any date the Agent or the Lessor shall
                  receive any amount in respect of (A) any Casualty or
                  Condemnation pursuant to Sections 15.1(a) or 15.1(g) of the
                  Lease (excluding any payments in respect thereof which are
                  payable to the Lessee in accordance with the Lease), or (B)
                  the Termination Value in connection with the delivery of a
                  Termination Notice pursuant to Article XVI of the Lease, or
                  (C) the Termination Value in connection with the exercise of
                  the Purchase Option under Section 20.1 of the Lease or the
                  exercise of the option of the Lessor to transfer the Property
                  to the Lessee pursuant to Section 20.3 of the Lease, then in
                  each case, the Lessor shall be required to pay such amount
                  received (1) if no Acceleration has occurred, to prepay the
                  principal balance of the Loans and the Holder Advances, such
                  amount to be distributed first to the Lenders and thereafter
                  to the Holders or (2) if an Acceleration has occurred, to
                  apply and allocate the proceeds respecting Sections
                  8.7(b)(ii)(A) through 8.7(b)(ii)(C) in accordance with
                  Section 8.7(b)(iii) hereof.

                           (iii) An amount equal to any payment identified as
                  proceeds of the sale or other disposition (or lease upon the
                  exercise of remedies) of the Property or any portion thereof,
                  whether pursuant to Article XXII of the Lease or the exercise
                  of remedies under the Security Documents or otherwise, the
                  execution of remedies set forth in the Lease and any payment
                  in respect of excess wear and tear pursuant to Section 22.3
                  of the Lease shall be applied and allocated by the Agent
                  first, ratably to the payment of the principal and interest
                  of the Tranche B Loans then outstanding, second, to the
                  extent such amount exceeds the maximum amount to be returned
                  pursuant to the foregoing provisions of this paragraph (iii),
                  ratably to the payment of the principal and interest of the
                  Tranche A Loans then outstanding, third, to any and all other
                  amounts owing under the Operative Agreements to the Lenders
                  under the Tranche B Loans, fourth, to any and all other
                  amounts owing under the Operative Agreements to the Lenders
                  under the Tranche A Loans, fifth, ratably to the payment to
                  the Holders of the outstanding principal balance of all
                  Holder Advances plus all outstanding Holder Yield with



                                      27

<PAGE>   32

                  respect to such outstanding Holder Advances, sixth, to any
                  and all other amounts owing under the Operative Agreements to
                  the Holders, and seventh, to the extent moneys remain after
                  application and allocation pursuant to clauses first through
                  sixth above, to the Owner Trustee (on behalf of the Lessor)
                  for application and allocation to any and all other amounts
                  owing to the Holders, the Owner Trustee or the Lessor and as
                  the Holders shall determine; provided, where no Event of
                  Default shall exist and be continuing and a prepayment is
                  made for any reason with respect to less than the full amount
                  of the outstanding principal amount of the Loans and the
                  outstanding Holder Advances, the proceeds shall be applied
                  and allocated ratably to the Lenders and to the Holders.

                           (iv) An amount equal to (A) any such payment
                  identified as a payment pursuant to Section 22.1(b) of the
                  Lease (or otherwise) of the Maximum Residual Guarantee Amount
                  (and any such lesser amount as may be required by Section
                  22.1(b) of the Lease) in respect of the Property and (B) any
                  other amount payable upon any exercise of remedies after the
                  occurrence of an Event of Default not covered by Sections
                  8.7(b)(i) or 8.7(b)(iii) above (including without limitation
                  any amount received in connection with an Acceleration which
                  does not represent proceeds from the sale or liquidation of
                  the Property), and (C) any other amount payable by any
                  Guarantor pursuant to Section 6B shall be applied and
                  allocated by the Agent first, ratably, to the payment of the
                  principal and interest balance of Tranche A Loans then
                  outstanding, second, ratably to the payment of the principal
                  and interest balance of the Tranche B Loans then outstanding,
                  third, ratably to the payment of the principal balance of all
                  Holder Advances plus all outstanding Holder Yield with
                  respect to such outstanding Holder Advances, fourth, to the
                  payment of any other amounts owing to the Lenders hereunder
                  or under any of the other Operative Agreement, and fifth, to
                  the extent moneys remain after application and allocation
                  pursuant to clauses first through fourth above, to the Owner
                  Trustee for application and allocation to Holder Advances and
                  Holder Yield and any other amounts owing to the Holders, the
                  Owner Trustee as the Holders shall determine.

                           (v) An amount equal to any such payment identified
                  as Supplemental Rent shall be applied and allocated by the
                  Agent to the payment of any amounts then owing to the Agent,
                  the Lenders, the Holders and the other parties to the
                  Operative Agreements (or any of them) (other than any such
                  amounts payable pursuant to the preceding provisions of this
                  Section 8.7(b)) as shall be determined by the Agent in its
                  reasonable discretion; provided, however, that Supplemental
                  Rent received upon the exercise of remedies after the
                  occurrence and continuance of an Event of Default in lieu of
                  or in substitution of the Maximum Residual Guarantee Amount
                  or as a partial payment thereon shall be applied and
                  allocated as set forth in Section 8.7(b)(iv).

                           (vi) The Agent in its reasonable judgment shall
                  identify the nature of each payment or amount received by the
                  Agent and apply and allocate each such amount in the manner
                  specified above.



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<PAGE>   33

                  (c) Upon the payment in full of the Loans, the Holder
         Advances and all other amounts then due and owing by the Owner Trustee
         hereunder or under any Credit Document and the payment in full of all
         other amounts then due and owing to the Lenders, the Holders, the
         Agent, the Owner Trustee and the other Financing Parties pursuant to
         the Operative Agreements, any moneys remaining with the Agent shall be
         returned to the Lessee. In the event of an Acceleration it is agreed
         that, prior to the application and allocation of amounts received by
         the Agent in the order described in Section 8.7(b) above or any
         distribution of money to the Lessee, any such amounts shall first be
         applied and allocated to the payment of (i) any and all sums advanced
         by the Agent in order to preserve the Collateral or to preserve its
         Lien thereon, (ii) the expenses of retaking, holding, preparing for
         sale or lease, selling or otherwise disposing or realizing on the
         Collateral, or of any exercise by the Agent of its rights under the
         Security Documents, together with reasonable attorneys' fees and
         expenses and court costs and (iii) any and all other amounts
         reasonably owed to the Agent under or in connection with the
         transactions contemplated by the Operative Agreements (including
         without limitation any accrued and unpaid administration fees).

8.8.     RELEASE OF PROPERTY, ETC.

         If the Lessee shall at any time purchase the Property pursuant to the
Lease, or if the Property shall be sold in accordance with Article XXII of the
Lease, then, upon satisfaction by the Owner Trustee of its obligation to prepay
the Loans, Holder Advances and all other amounts owing to the Lenders and the
Holders under the Operative Agreements, the Agent is hereby authorized and
directed to release such Property from the Liens created by the Security
Documents to the extent of its interest therein. In addition, upon payment in
full of the Loans, the Holder Advances and all other amounts owing by the Owner
Trustee and the Lessee hereunder or under any other Operative Agreement the
Agent is hereby authorized and directed to release all of the Property from the
Liens created by the Security Documents to the extent of its interest therein.
Upon request of the Owner Trustee following any such release, the Agent shall,
at the sole cost and expense of the Lessee, execute and deliver to the Owner
Trustee and the Lessee such documents as the Owner Trustee or the Lessee shall
reasonably request to evidence such release.

                SECTION 9. CREDIT AGREEMENT AND TRUST AGREEMENT.

9.1.     THE LESSEE'S CREDIT AGREEMENT RIGHTS.

         Notwithstanding anything to the contrary contained in the Credit
Agreement, the Agent, the Lenders, the Holders, the Credit Parties and the
Owner Trustee hereby agree that, prior to the occurrence and continuation of
any Default or Event of Default, the Lessee shall have the following rights:

                  (a) the right to terminate or reduce the Commitments pursuant
         to Section 2.5(a) of the Credit Agreement;



                                      29

<PAGE>   34

                  (b) the right to exercise the conversion and continuation
         options pursuant to Section 2.7 of the Credit Agreement;

                  (c) the right to receive any notice and any certificate, in
         each case issued pursuant to Section 2.8(a) of the Credit Agreement;

                  (d) the right to replace any Lender pursuant to Section
         2.8(b) of the Credit Agreement;

                  (e) the right to approve any successor agent pursuant to
         Section 7.9 of the Credit Agreement; and

                  (f) the right to consent to any assignment by a Lender to
         which the Lessor has the right to consent pursuant to Section 9.8 of
         the Credit Agreement.

9.2.     THE LESSEE'S TRUST AGREEMENT RIGHTS.

         Notwithstanding anything to the contrary contained in the Trust
Agreement, the Credit Parties, the Owner Trustee and the Holders hereby agree
that, prior to the occurrence and continuation of any Default or Event of
Default, the Lessee shall have the following rights:

                  (a) the right to exercise the conversion and continuation
         options pursuant to Section 3.8 of the Trust Agreement;

                  (b) the right to receive any notice and any certificate, in
         each case issued pursuant to Section 3.9(a) of the Trust Agreement;

                  (c) the right to replace any Holder pursuant to Section
         3.9(b) of the Trust Agreement;

                  (d) the right to exercise the removal options contained in
         Section 9.1 of the Trust Agreement; provided, however, that no removal
         of the Owner Trustee and appointment of a successor Owner Trustee by
         the Holders pursuant to Section 9.1 of the Trust Agreement shall be
         made without the prior written consent (not to be unreasonably
         withheld or delayed) of the Lessee.

                       SECTION 10. TRANSFER OF INTEREST.

10.1.    RESTRICTIONS ON TRANSFER.

         Each Lender may participate, assign or transfer all or a portion of
its interest hereunder and under the other Operative Agreements in accordance
with Sections 9.7 and 9.8 of the Credit Agreement; provided, each participant,
assignee or transferee must obtain the same ratable interest in Tranche A Loans
and Tranche B Loans (and to the extent the selling Lender is also a Holder (or
an Affiliate of a Holder), each such participant, assignor or transferee must
also obtain the same ratable interest in and to the Holder Advances, and the
Trust Estate); provided



                                      30

<PAGE>   35

further, that each Lender that participates, assigns or transfers all or a
portion of its interest hereunder and under the other Operative Agreements
shall deliver to the Agent a copy of each Assignment and Acceptance (as
referenced in Section 9.8 of the Credit Agreement) for purposes of maintaining
the Register. The Holders may, directly or indirectly, assign, convey or
otherwise transfer any of their right, title or interest in or to the Trust
Estate or the Trust Agreement with the prior written consent of the Agent and
the Lessee (which consent shall not be unreasonably withheld or delayed) and in
accordance with the terms of Section 11.8(b) of the Trust Agreement; provided,
to the extent the selling Holder is also a Lender (or an Affiliate of a
Lender), each such assignee, receiver of a conveyance or other transferee must
also obtain the same ratable interest in and to the Tranche A Loans and Tranche
B Loans. The Owner Trustee may, subject to the rights of the Lessee under the
Lease and the other Operative Agreements and to the Lien of the applicable
Security Documents but only with the prior written consent of the Agent (which
consent may be withheld by the Agent in its sole discretion) and (provided, no
Default or Event of Default has occurred and is continuing) with the consent of
the Lessee, directly or indirectly, assign, convey, appoint an agent with
respect to enforcement of, or otherwise transfer any of its right, title or
interest in or to the Property, the Lease, the Trust Agreement and the other
Operative Agreements (including without limitation any right to indemnification
thereunder), or any other document relating to a Property or any interest in a
Property as provided in the Trust Agreement and the Lease. The provisions of
the immediately preceding sentence shall not apply to the obligations of the
Owner Trustee to transfer Property to the Lessee or a third party purchaser
pursuant to Article XXII of the Lease upon payment for such Property in
accordance with the terms and conditions of the Lease. No Credit Party may
assign any of the Operative Agreements or any of their respective rights or
obligations thereunder or with respect to the Property in whole or in part to
any Person without the prior written consent of the Agent, the Lenders, the
Holders and the Lessor.

10.2.    EFFECT OF TRANSFER.

         From and after any transfer effected in accordance with this Section
10, the transferor shall be released, to the extent of such transfer, from its
liability hereunder and under the other documents to which it is a party in
respect of obligations to be performed on or after the date of such transfer;
provided, however, that any transferor shall remain liable hereunder and under
such other documents to the extent that the transferee shall not have assumed
the obligations of the transferor thereunder. Upon any transfer by the Owner
Trustee, a Holder or a Lender as above provided, any such transferee shall
assume the obligations of the Owner Trustee, the Holder or the Lender, as the
case may be, and shall be deemed an "Owner Trustee", "Holder", or "Lender", as
the case may be, for all purposes of such documents and each reference herein
to the transferor shall thereafter be deemed a reference to such transferee for
all purposes, except as provided in the preceding sentence. Notwithstanding any
transfer of all or a portion of the transferor's interest as provided in this
Section 10, the transferor shall be entitled to all benefits accrued and all
rights vested prior to such transfer including without limitation rights to
indemnification under any such document.



                                      31

<PAGE>   36

                          SECTION 11. INDEMNIFICATION.

11.1.    GENERAL INDEMNITY.

         Whether or not any of the transactions contemplated hereby shall be
consummated, the Indemnity Provider hereby assumes liability for and agrees to
defend, indemnify and hold harmless each Indemnified Person on an After Tax
Basis from and against any Claims, which may be imposed on, incurred by or
asserted against an Indemnified Person by any third party, including without
limitation Claims arising from the negligence of an Indemnified Person (but not
to the extent such Claims arise from the gross negligence or willful misconduct
of such Indemnified Person itself, as determined by a court of competent
jurisdiction, as opposed to gross negligence or willful misconduct imputed to
such Indemnified Person) in any way relating to or arising or alleged to arise
out of the execution, delivery, performance or enforcement of this Agreement,
the Lease or any other Operative Agreement or on or with respect to the
Property or any component thereof, including without limitation Claims in any
way relating to or arising or alleged to arise out of (a) the financing,
refinancing, purchase, acceptance, rejection, ownership, design, delivery,
acceptance, nondelivery, leasing, subleasing, possession, use, occupancy,
operation, maintenance, repair, modification, transportation, condition, sale,
return, repossession (whether by summary proceedings or otherwise), or any
other disposition of the Property or any part thereof, including without
limitation the acquisition, holding or disposition of any interest in the
Property, lease or agreement comprising a portion of any thereof; (b) any
latent or other defects in the Property or any portion thereof whether or not
discoverable by an Indemnified Person or the Indemnity Provider; (c) a
violation of Environmental Laws, Environmental Claims or other loss of or
damage to the Property or the environment relating to the Property, the Lease,
or the Indemnity Provider; (d) the Operative Agreements, or any transaction
contemplated thereby; (e) any breach by the Indemnity Provider of any of its
representations or warranties under the Operative Agreements to which the
Indemnity Provider is a party or failure by the Indemnity Provider to perform
or observe any covenant or agreement to be performed by it under any of the
Operative Agreements; (f) the transactions contemplated hereby or by any other
Operative Agreement, in respect of the application of Parts 4 and 5 of Subtitle
B of Title I of ERISA; (g) personal injury, death or property damage, including
without limitation Claims based on strict or absolute liability in tort; and
(h) any fees, expenses and/or other assessments by any business park or any
other applicable entity with oversight responsibility for the applicable
Property.

         If a written Claim is made against any Indemnified Person or if any
proceeding shall be commenced against such Indemnified Person (including
without limitation a written notice of such proceeding), for any Claim, such
Indemnified Person shall promptly notify the Indemnity Provider in writing and
shall not take action with respect to such Claim without the consent of the
Indemnity Provider for thirty (30) days after the receipt of such notice by the
Indemnity Provider; provided, however, that in the case of any such Claim, if
action shall be required by law or regulation to be taken prior to the end of
such period of thirty (30) days, such Indemnified Person shall endeavor to, in
such notice to the Indemnity Provider, inform the Indemnity Provider of such
shorter period, and no action shall be taken with respect to such Claim without
the consent of the Indemnity Provider before seven (7) days before the end of
such shorter period; provided, further, that the failure of such Indemnified
Person to give the notices referred



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<PAGE>   37

to in this sentence shall not diminish the Indemnity Provider's obligation
hereunder except to the extent such failure precludes in all respects the
Indemnity Provider from contesting such Claim.

         If, within thirty (30) days of receipt of such notice from the
Indemnified Person (or such shorter period as the Indemnified Person has
notified the Indemnity Provider is required by law or regulation for the
Indemnified Person to respond to such Claim), the Indemnity Provider shall
request in writing that such Indemnified Person respond to such Claim, the
Indemnified Person shall, at the expense of the Indemnity Provider, in good
faith conduct and control such action (including without limitation by pursuit
of appeals) (provided, however, that (A) if such Claim, in the Indemnity
Provider's reasonable discretion, can be pursued by the Indemnity Provider on
behalf of or in the name of such Indemnified Person, the Indemnified Person, at
the Indemnity Provider's request, shall allow the Indemnity Provider to conduct
and control the response to such Claim and (B) in the case of any Claim (and
notwithstanding the provisions of the foregoing subsection (A)), the
Indemnified Person may request the Indemnity Provider to conduct and control
the response to such Claim (with counsel to be selected by the Indemnity
Provider and consented to by such Indemnified Person, such consent not to be
unreasonably withheld; provided, however, that any Indemnified Person may
retain separate counsel at the expense of the Indemnity Provider in the event
of a conflict of interest between such Indemnified Person and the Indemnity
Provider)) by, in the sole discretion of the Person conducting and controlling
the response to such Claim (1) resisting payment thereof, (2) not paying the
same except under protest, if protest is necessary and proper, (3) if the
payment 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 Indemnity Provider from time to time.

         The party controlling the response to any Claim shall consult in good
faith with the non-controlling party and shall keep the non-controlling party
reasonably informed as to the conduct of the response to such Claim; provided,
that all decisions ultimately shall be made in the discretion of the
controlling party. The parties agree that an Indemnified Person may at any time
decline to take further action with respect to the response to such Claim and
may settle such Claim if such Indemnified Person shall waive its rights to any
indemnity from the Indemnity Provider that otherwise would be payable in
respect of such Claim (and any future Claim, the pursuit of which is precluded
by reason of such resolution of such Claim) and shall pay to the Indemnity
Provider any amount previously paid or advanced by the Indemnity Provider
pursuant to this Section 11.1 by way of indemnification or advance for the
payment of an amount regarding such Claim.

         Notwithstanding the foregoing provisions of this Section 11.1, an
Indemnified Person shall not be required to take any action and the Indemnity
Provider shall not be permitted to respond to any Claim in its own name or that
of the Indemnified Person unless (A) the Indemnity Provider shall have agreed
to pay and shall pay to such Indemnified Person on demand and on an After Tax
Basis all reasonable costs, losses and expenses that such Indemnified Person
actually incurs in connection with such Claim, including without limitation all
reasonable legal, accounting and investigatory fees and disbursements and, if
the Indemnified Person has informed the Indemnity Provider that it intends to
contest such Claim (whether or not the control of the contest is then assumed
by the Indemnity Provider), the Indemnity Provider shall have agreed



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<PAGE>   38

that the Claim is an indemnifiable Claim hereunder, (B) in the case of a Claim
that must be pursued in the name of an Indemnified Person (or an Affiliate
thereof), the amount of the potential indemnity (taking into account all
similar or logically related Claims that have been or could be raised for which
the Indemnity Provider may be liable to pay an indemnity under this Section
11.1) exceeds $25,000 (or such lesser amount as may be subsequently agreed
between the Indemnity Provider and the Indemnified Person), (C) the Indemnified
Person shall have reasonably determined that the action to be taken will not
result in any material danger of sale, forfeiture or loss of the Property, or
any part thereof or interest therein, will not interfere with the payment of
Rent, and will not result in risk of criminal liability, (D) if such Claim
shall involve the payment of any amount prior to the resolution of such Claim,
the Indemnity Provider shall provide to the Indemnified Person an interest-free
advance in an amount equal to the amount that the Indemnified Person is
required to pay (with no additional net after-tax cost to such Indemnified
Person) prior to the date such payment is due, (E) in the case of a Claim that
must be pursued in the name of an Indemnified Person (or an Affiliate thereof),
the Indemnity Provider shall have provided to such Indemnified Person an
opinion of independent counsel selected by the Indemnity Provider and
reasonably satisfactory to the Indemnified Person stating that a reasonable
basis exists to contest such Claim (or, in the case of an appeal of an adverse
determination, an opinion of such counsel to the effect that the position
asserted in such appeal will more likely than not prevail) and (F) no Event of
Default shall have occurred and be continuing. In no event shall an Indemnified
Person be required to appeal an adverse judicial determination to the United
States Supreme Court. In addition, an Indemnified Person shall not be required
to contest any Claim in its name (or that of an Affiliate) if the subject
matter thereof shall be of a continuing nature and shall have previously been
decided adversely by a court of competent jurisdiction pursuant to the contest
provisions of this Section 11.1, unless there shall have been a change in law
(or interpretation thereof) and the Indemnified Person shall have received, at
the Indemnity Provider's expense, an opinion of independent counsel selected by
the Indemnity Provider and reasonably acceptable to the Indemnified Person
stating that as a result of such change in law (or interpretation thereof), it
is more likely than not that the Indemnified Person will prevail in such
contest. In no event shall the Indemnity Provider be permitted to adjust or
settle any Claim without the consent of the Indemnified Person to the extent
any such adjustment or settlement involves, or is reasonably likely to involve,
any performance by or adverse admission by or with respect to the Indemnified
Person.

11.2.    GENERAL TAX INDEMNITY.

                  (a) The Indemnity Provider shall pay and assume liability
         for, and does hereby agree to indemnify, protect and defend the
         Property and all Indemnified Persons, and hold them harmless against,
         all Impositions on an After Tax Basis, and all payments pursuant to
         the Operative Agreements shall be made free and clear of and without
         deduction for any and all present and future Impositions.

                  (b) Notwithstanding anything to the contrary in Section
         11.2(a) hereof, the following shall be excluded from the indemnity
         required by Section 11.2(a) (collectively, the "Excluded Taxes"):



                                      34

<PAGE>   39

                           (i) Taxes (other than Taxes that are, or are in the
                  nature of, sales, use, rental, value added, transfer or
                  property taxes) that are imposed on a Indemnified Person
                  (other than the Lessor, the Owner Trustee and the Trust) by
                  the United States federal government that are based on or
                  measured by the net income (including without limitation
                  taxes based on capital gains and minimum taxes) of such
                  Person; provided, that this clause (i) shall not be
                  interpreted to prevent a payment from being made on an After
                  Tax Basis if such payment is otherwise required to be so
                  made;

                           (ii) Taxes (other than Taxes that are, or are in the
                  nature of, sales, use, rental, value added, transfer or
                  property taxes) that are imposed on any Indemnified Person
                  (other than the Lessor, the Owner Trustee and the Trust) by
                  any state or local jurisdiction or taxing authority within
                  any state or local jurisdiction and that are based upon or
                  measured by the net income (including without limitation
                  taxes based on capital gains and minimum taxes) of such
                  Person; provided that such Taxes shall not be excluded under
                  this subparagraph (ii) to the extent such Taxes would have
                  been imposed had the location, possession or use of the
                  Property in, the location or the operation of the Lessee in,
                  or the Lessee's making payments under the Operative
                  Agreements from, the jurisdiction imposing such Taxes been
                  the sole connection between such Indemnified Person and the
                  jurisdiction imposing such Taxes; provided, further, that
                  this clause (ii) shall not be interpreted to prevent a
                  payment from being made on an After Tax Basis if such payment
                  is otherwise required to be so made;

                           (iii) any Tax to the extent it relates to any act,
                  event or omission that occurs after the termination of the
                  Lease and redelivery or sale of the Property in accordance
                  with the terms of the Lease (but not any Tax that relates to
                  such termination, redelivery or sale and/or to any period
                  prior to such termination, redelivery or sale); and

                           (iv) any Taxes which are imposed on an Indemnified
                  Person as a result of the gross negligence or willful
                  misconduct of such Indemnified Person itself, as determined
                  by a court of competent jurisdiction (as opposed to gross
                  negligence or willful misconduct imputed to such Indemnified
                  Person), but not Taxes imposed as a result of ordinary
                  negligence of such Indemnified Person;

                  (c) (i) Subject to the terms of Section 11.2(f), the
                  Indemnity Provider shall pay or cause to be paid all
                  Impositions directly to the taxing authorities where feasible
                  and otherwise to the Indemnified Person, as appropriate, and
                  the Indemnity Provider shall at its own expense, upon such
                  Indemnified Person's reasonable request, furnish to such
                  Indemnified Person copies of official receipts or other
                  satisfactory proof evidencing such payment.

                           (ii) In the case of Impositions for which no contest
                  is conducted pursuant to Section 11.2(f) and which the
                  Indemnity Provider pays directly to the taxing authorities,
                  the Indemnity Provider shall pay such Impositions prior to
                  the



                                      35

<PAGE>   40

                  latest time permitted by the relevant taxing authority for
                  timely payment. In the case of Impositions for which the
                  Indemnity Provider reimburses an Indemnified Person, the
                  Indemnity Provider shall do so within thirty (30) days after
                  receipt by the Indemnity Provider of demand by such
                  Indemnified Person describing in reasonable detail the nature
                  of the Imposition and the basis for the demand (including
                  without limitation the computation of the amount payable),
                  accompanied by receipts or other reasonable evidence of such
                  demand. In the case of Impositions for which a contest is
                  conducted pursuant to Section 11.2(f), the Indemnity Provider
                  shall pay such Impositions or reimburse such Indemnified
                  Person for such Impositions, to the extent not previously
                  paid or reimbursed pursuant to subsection (a), prior to the
                  latest time permitted by the relevant taxing authority for
                  timely payment after conclusion of all contests under Section
                  11.2(f).

                           (iii) At the Indemnity Provider's request, the
                  amount of any indemnification payment by the Indemnity
                  Provider pursuant to subsection (a) shall be verified and
                  certified by an independent public accounting firm mutually
                  acceptable to the Indemnity Provider and the Indemnified
                  Person. The fees and expenses of such independent public
                  accounting firm shall be paid by the Indemnity Provider
                  unless such verification shall result in an adjustment in the
                  Indemnity Provider's favor of fifteen percent (15%) or more
                  of the payment as computed by the Indemnified Person, in
                  which case such fee shall be paid by the Indemnified Person.

                  (d) The Indemnity Provider shall be responsible for preparing
         and filing any real and personal property or ad valorem tax returns in
         respect of the Property and any other tax returns required for the
         Owner Trustee and any other Lessor respecting the transactions
         described in the Operative Agreements. In case any other report or tax
         return shall be required to be made with respect to any obligations of
         the Indemnity Provider under or arising out of subsection (a) and of
         which the Indemnity Provider has knowledge or should have knowledge,
         the Indemnity Provider, at its sole cost and expense, shall notify the
         relevant Indemnified Person of such requirement and (except if such
         Indemnified Person notifies the Indemnity Provider that such
         Indemnified Person intends to prepare and file such report or return)
         (A) to the extent required or permitted by and consistent with Legal
         Requirements, make and file in the Indemnity Provider's name such
         return, statement or report; and (B) in the case of any other such
         return, statement or report required to be made in the name of such
         Indemnified Person, advise such Indemnified Person of such fact and
         prepare such return, statement or report for filing by such
         Indemnified Person or, where such return, statement or report shall be
         required to reflect items in addition to any obligations of the
         Indemnity Provider under or arising out of subsection (a), provide
         such Indemnified Person at the Indemnity Provider's expense with
         information sufficient to permit such return, statement or report to
         be properly made with respect to any obligations of the Indemnity
         Provider under or arising out of subsection (a). Such Indemnified
         Person shall, upon the Indemnity Provider's request and at the
         Indemnity Provider's expense, provide any data maintained by such
         Indemnified Person (and not otherwise available to or within the
         control of the



                                      36

<PAGE>   41

         Indemnity Provider) with respect to the Property which the Indemnity
         Provider may reasonably require to prepare any required tax returns or
         reports.

                  (e) As between the Indemnity Provider on one hand, and each
         Financing Party on the other hand, the Indemnity Provider shall be
         responsible for, and the Indemnity Provider shall indemnify and hold
         harmless each Financing Party (without duplication of any
         indemnification required by subsection (a)) on an After Tax Basis
         against, any obligation for United States or foreign withholding taxes
         or similar levies, imposts, charges, fees, deductions or withholdings
         (collectively, "Withholdings") imposed in respect of the interest
         payable on the Notes, Holder Yield payable on the Certificates or with
         respect to any other payments under the Operative Agreements (all such
         payments being referred to herein as "Exempt Payments" to be made
         without deduction, withholding or set off) (and, if any Financing
         Party receives a demand for such payment from any taxing authority or
         a Withholding is otherwise required with respect to any Exempt
         Payment, the Indemnity Provider shall discharge such demand on behalf
         of such Financing Party); provided, however, that the obligation of
         the Indemnity Provider under this Section 11.2(e) shall not apply to:

                           (i) Withholdings on any Exempt Payment to any
                  Financing Party which is a non-U.S. Person unless such
                  Financing Party is, on the date hereof (or on the date it
                  becomes a Financing Party hereunder) and on the date of any
                  change in the principal place of business or the lending
                  office of such Financing Party, entitled to submit a Form
                  1001 (relating to such Financing Party and entitling it to a
                  complete exemption from Withholding on such Exempt Payment)
                  or Form 4224 or is otherwise subject to exemption from
                  Withholding with respect to such Exempt Payment (except where
                  the failure of the exemption results from a change in the
                  principal place of business of the Lessee; provided if a
                  failure of exemption for any Financing Party results from a
                  change in the principal place of business or lending office
                  of any other Financing Party, then such other Financing Party
                  shall be liable for any Withholding or indemnity with respect
                  thereto), or

                           (ii) Any U.S. Taxes imposed solely by reason of the
                  failure by a non-U.S. Person to comply with applicable
                  certification, information, documentation or other reporting
                  requirements concerning the nationality, residence, identity
                  or connections with the United States of America of such
                  non-U.S. Person if such compliance is required by statute or
                  regulation of the United States of America as a precondition
                  to relief or exemption from such U.S. Taxes.

         For the purposes of this Section 11.2(e), (A) "U.S. Person" shall mean
         a citizen, national or resident of the United States of America, a
         corporation, partnership or other entity created or organized in or
         under any laws of the United States of America or any State thereof,
         or any estate or trust that is subject to Federal income taxation
         regardless of the source of its income, (B) "U.S. Taxes" shall mean
         any present or future tax, assessment or other charge or levy imposed
         by or on behalf of the United States of America or any taxing
         authority thereof or therein, (C) "Form 1001" shall mean Form 1001
         (Ownership, Exemption, or Reduced Rate Certificate) of the Department
         of the Treasury of the United



                                      37

<PAGE>   42

         States of America and (D) "Form 4224" shall mean Form 4224(R)
         (Exemption from Withholding of Tax on Income Effectively Connected
         with the Conduct of a Trade or Business in the United States) of the
         Department of Treasury of the United States of America (or in relation
         to either such Form such successor and related forms as may from time
         to time be adopted by the relevant taxing authorities of the United
         States of America to document a claim to which such Form relates).
         Each of the Forms referred to in the foregoing clauses (C) and (D)
         shall include such successor and related forms as may from time to
         time be adopted by the relevant taxing authorities of the United
         States of America to document a claim to which such Form relates.

                  If a Financing Party or an Affiliate with whom such Financing
         Party files a consolidated tax return (or equivalent) subsequently
         receives the benefit in any country of a tax credit or an allowance
         resulting from U.S. Taxes with respect to which it has received a
         payment of an additional amount under this Section 11.2(e), such
         Financing Party will pay to the Indemnity Provider such part of that
         benefit as in the opinion of such Financing Party will leave it (after
         such payment) in a position no more and no less favorable than it
         would have been in if no additional payment had been required to be
         paid, provided always that (i) such Financing Party will be the sole
         judge of the amount of any such benefit and of the date on which it is
         received, (ii) such Financing Party will have the absolute discretion
         as to the order and manner in which it employs or claims tax credits
         and allowances available to it and (iii) such Financing Party will not
         be obliged to disclose to the Indemnity Provider any information
         regarding its tax affairs or tax computations.

                  Each non-U.S. Person that shall become a Financing Party
         after the date hereof shall, upon the effectiveness of the related
         transfer or otherwise upon becoming a Financing Party hereunder, be
         required to provide all of the forms and statements referenced above
         or other evidences of exemption from Withholdings.

                  (f) If a written Claim is made against any Indemnified Person
         or if any proceeding shall be commenced against such Indemnified
         Person (including without limitation a written notice of such
         proceeding), for any Impositions, the provisions in Section 11.1
         relating to notification and rights to contest shall apply; provided,
         however, that the Indemnity Provider shall have the right to conduct
         and control such contest only if such contest involves a Tax other
         than a Tax on net income of the Indemnified Person and can be pursued
         independently from any other proceeding involving a Tax liability of
         such Indemnified Person.

11.3.    INCREASED COSTS, ILLEGALITY, ETC.

                  (a) If, due to either (i) the introduction of or any change
         in or in the interpretation of any law or regulation or (ii) the
         compliance with any guideline or request hereafter adopted,
         promulgated or made by any central bank or other governmental
         authority (whether or not having the force of law), there shall be any
         increase in the cost to any Financing Party of agreeing to make or
         making, funding or maintaining the Advance, then the Lessee shall from
         time to time, upon demand by such



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<PAGE>   43

         Financing Party (with a copy of such demand to the Agent but subject
         to the terms of Section 2.8 of the Credit Agreement and 3.9 of the
         Trust Agreement, as the case may be), pay to the Agent for the account
         of such Financing Party additional amounts sufficient to compensate
         such Financing Party for such increased cost. A certificate as to the
         amount of such increased cost, submitted to the Lessee and the Agent
         by such Financing Party, shall be conclusive and binding for all
         purposes, absent manifest error.

                  (b) If any Financing Party determines that compliance with
         any law or regulation or any guideline or request from any central
         bank or other governmental authority (whether or not having the force
         of law, but in each case promulgated or made after the date hereof)
         affects or would affect the amount of capital required or expected to
         be maintained by such Financing Party or any corporation controlling
         such Financing Party and that the amount of such capital is increased
         by or based upon the existence of such Financing Party's commitment to
         make the Advance and other commitments of this type or upon the
         Advance, then, upon demand by such Financing Party (with a copy of
         such demand to the Agent but subject to the terms of Section 2.8 of
         the Credit Agreement and 3.9 of the Trust Agreement), the Lessee shall
         pay to the Agent for the account of such Financing Party, from time to
         time as specified by such Financing Party, additional amounts
         sufficient to compensate such Financing Party or such corporation in
         the light of such circumstances, to the extent that such Financing
         Party reasonably determines such increase in capital to be allocable
         to the existence of such Financing Party's commitment to make such the
         Advance. A certificate as to such amounts submitted to the Lessee and
         the Agent by such Financing Party shall be conclusive and binding for
         all purposes, absent manifest error.

                  (c) Without limiting the effect of the foregoing, the Lessee
         shall pay to each Financing Party on the last day of the Interest
         Period therefor so long as such Financing Party is maintaining
         reserves against "Eurocurrency liabilities" under Regulation D an
         additional amount (determined by such Financing Party and notified to
         the Lessee through the Agent) equal to the product of the following
         for each Eurodollar Loan or Eurodollar Holder Advance, as the case may
         be, for each day during such Interest Period:

                           (i)   the principal amount of such Eurodollar Loan or
                  Eurodollar Holder Advance, as the case may be, outstanding on
                  such day; and

                           (ii)  the remainder of (x) a fraction the numerator
                  of which is the rate (expressed as a decimal) at which
                  interest accrues on such Eurodollar Loan or Eurodollar Holder
                  Advance, as the case may be, for such Interest Period as
                  provided in the Credit Agreement or the Trust Agreement, as
                  the case may be (less the Applicable Percentage), and the
                  denominator of which is one (1) minus the effective rate
                  (expressed as a decimal) at which such reserve requirements
                  are imposed on such Financing Party on such day minus (y)
                  such numerator; and

                           (iii) 1/360.



                                      39

<PAGE>   44

                  (d) Without affecting its rights under Sections 11.3(a),
         11.3(b) or 11.3(c) or any other provision of any Operative Agreement,
         each Financing Party agrees that if there is any increase in any cost
         to or reduction in any amount receivable by such Financing Party with
         respect to which the Lessee would be obligated to compensate such
         Financing Party pursuant to Sections 11.3(a) or 11.3(b), such
         Financing Party shall use reasonable efforts to select an alternative
         office for the Advance which would not result in any such increase in
         any cost to or reduction in any amount receivable by such Financing
         Party; provided, however, that no Financing Party shall be obligated
         to select an alternative office for the Advance if such Financing
         Party determines that (i) as a result of such selection such Financing
         Party would be in violation of any applicable law, regulation, treaty,
         or guideline, or would incur additional costs or expenses or (ii) such
         selection would be inadvisable for regulatory reasons or materially
         inconsistent with the interests of such Financing Party.

                  (e) With reference to the obligations of the Lessee set forth
         in Sections 11.3(a) through 11.3(d), the Lessee shall not have any
         obligation to pay to any Financing Party amounts owing under such
         Sections for any period which is more than one (1) year prior to the
         date upon which the request for payment therefor is delivered to the
         Lessee.

                  (f) Notwithstanding any other provision of this Agreement, if
         any Financing Party shall notify the Agent that the introduction of or
         any change in or in the interpretation of any law or regulation makes
         it unlawful, or any central bank or other governmental authority
         asserts that it is unlawful, for any Financing Party to perform its
         obligations hereunder to make or maintain Eurodollar Loans or
         Eurodollar Holder Advances, as the case may be, then (i) each
         Eurodollar Loan or Eurodollar Holder Advance, as the case may be, will
         automatically, at the earlier of the end of the Interest Period for
         such Eurodollar Loan or Eurodollar Holder Advance, as the case may be,
         or the date required by law, convert into an ABR Loan or an ABR Holder
         Advance, as the case may be, and (iii) the obligation of the Financing
         Parties to make, convert or continue Eurodollar Loans or Eurodollar
         Holder Advances, as the case may be, shall be suspended until the
         Agent shall notify the Lessee that such Financing Party has determined
         that the circumstances causing such suspension no longer exist.

11.4.    FUNDING/CONTRIBUTION INDEMNITY.

         Subject to the provisions of Section 2.8(a) of the Credit Agreement
and 3.9(a) of the Trust Agreement, as the case may be, the Lessee agrees to
indemnify each Financing Party and to hold each Financing Party harmless from
any loss or reasonable expense which such Financing Party may sustain or incur
as a consequence of (a) any default in connection with the drawing of funds for
any Advance, (b) any default in making any prepayment after a notice thereof
has been given in accordance with the provisions of the Operative Agreements or
(c) the making of a voluntary or involuntary payment of Eurodollar Loans or
Eurodollar Holder Advances, as the case may be, on a day which is not the last
day of an Interest Period with respect thereto. Such indemnification shall be
in an amount equal to the excess, if any, of (x) the amount of interest or
Holder Yield, as the case may be, which would have accrued on the amount so
paid, or not so borrowed, accepted, converted or continued for the period from
the date of



                                      40

<PAGE>   45

such payment or of such failure to borrow, accept, convert or continue to the
last day of such Interest Period (or, in the case of a failure to borrow,
accept, convert or continue, the Interest Period that would have commenced on
the date of such failure) in each case at the applicable Eurodollar Rate plus
the Applicable Percentage for such Loan or Holder Advance, as the case may be,
for such Interest Period over (y) the amount of interest (as determined by such
Financing Party in its reasonable discretion) which would have accrued to such
Financing Party on such amount by (i) (in the case of the Lenders) reemploying
such funds in loans of the same type and amount during the period from the date
of payment or failure to borrow to the last day of the then applicable Interest
Period (or, in the case of a failure to borrow, the Interest Period that would
have commenced on the date of such failure) and (ii) (in the case of the
Holders) placing such amount on deposit for a comparable period with leading
banks in the relevant interest rate market. This covenant shall survive the
termination of the Operative Agreements and the payment of all other amounts
payable hereunder.

11.5.    EXPRESS INDEMNIFICATION FOR ORDINARY NEGLIGENCE, STRICT LIABILITY, ETC.

         WITHOUT LIMITING THE GENERALITY OF THE INDEMNIFICATION PROVISIONS OF
ANY AND ALL OF THE OPERATIVE AGREEMENTS, EACH PERSON PROVIDING INDEMNIFICATION
OF ANOTHER PERSON UNDER ANY OPERATIVE AGREEMENT HEREBY FURTHER EXPRESSLY
RELEASES EACH BENEFICIARY OF ANY SUCH INDEMNIFICATION FROM ALL CLAIMS FOR LOSS
OR DAMAGE, DESCRIBED IN ANY OPERATIVE AGREEMENT, CAUSED BY ANY ACT OR OMISSION
ON THE PART OF ANY SUCH BENEFICIARY ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE
(WHETHER SOLE OR CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH BENEFICIARY, AND
INDEMNIFIES, EXONERATES AND HOLDS EACH SUCH BENEFICIARY FREE AND HARMLESS FROM
AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, LOSSES,
COSTS, LIABILITIES, DAMAGES AND EXPENSES (INCLUDING WITHOUT LIMITATION
ATTORNEY'S FEES AND EXPENSES), DESCRIBED ABOVE, INCURRED BY ANY SUCH
BENEFICIARY (IRRESPECTIVE OF WHETHER ANY SUCH BENEFICIARY IS A PARTY TO THE
ACTION FOR WHICH INDEMNIFICATION UNDER THIS AGREEMENT OR ANY OTHER OPERATIVE
AGREEMENT IS SOUGHT) ATTRIBUTABLE TO THE ORDINARY NEGLIGENCE (WHETHER SOLE OR
CONTRIBUTORY) OR STRICT LIABILITY OF ANY SUCH BENEFICIARY.

11.6.    INDEMNITY PRIOR TO COMPLETION DATE / CONSTRUCTION PERIOD TERMINATION
         DATE.

         Notwithstanding the provisions of Sections 11.1, 11.2, 11.3, 11.4 and
11.5, the Owner Trustee shall be the only beneficiary of the provisions set
forth in Sections 11.1, 11.2, 11.3, 11.4 and 11.5 with respect to any Claim
arising under such Sections and shall only be entitled to indemnification for
Claims that are caused by or is a result of the Indemnity Provider's own
actions or failure to act for the period from the Closing Date to the Property
Closing Date. Notwithstanding the foregoing, to the extent that the Owner
Trustee becomes obligated to any Indemnified Person pursuant to the next
succeeding paragraph of Section 11.6, the Owner



                                      41

<PAGE>   46

Trustee shall be entitled to further indemnity from the Indemnity Provider
under Sections 11.1, 11.2, 11.3, 11.4 and 11.5, as applicable, with respect to
all amounts owing or paid by it under this Section 11.6.

         To the extent the Indemnity Provider is not obligated to indemnify any
Indemnified Person with respect to Claims arising under Sections 11.1, 11.2,
11.3, 11.4 or 11.5 during the period from the Closing Date to the Property
Closing Date, the Owner Trustee shall provide such indemnities in favor of such
Indemnified Person in accordance with the relevant provisions of Sections 11.1,
11.2, 11.3, 11.4 or 11.5 as the case may be. It is acknowledged and agreed that
any amount for which the Owner Trustee becomes obligated to any Indemnified
Person pursuant hereto shall become a Claim for which the Owner Trustee is
entitled to indemnity from the Indemnity Provider; provided, the Owner Trustee
shall only be entitled to indemnity for such Claims from the Indemnity Provider
to the extent such Claims are caused by or are a result of the Indemnity
Provider's own actions or failures to act.

         THE INDEMNITY OBLIGATIONS UNDERTAKEN BY THE OWNER TRUSTEE PURSUANT TO
THIS SECTION 11.6 ARE IN ALL RESPECTS SUBJECT TO THE LIMITATIONS ON LIABILITY
REFERENCED IN SECTION 12.9.


                           SECTION 12. MISCELLANEOUS.

12.1.    SURVIVAL OF AGREEMENTS.

         The representations, warranties, covenants, indemnities and agreements
of the parties provided for in the Operative Agreements, and the parties'
obligations under any and all thereof, shall survive the execution and delivery
of this Agreement, the transfer of the Property to the Owner Trustee, the
acquisition of the Property (or any of its components), any disposition of any
interest of the Owner Trustee in the Property or any interest of the Holders in
the Trust Estate, the payment of the Notes and any disposition thereof and
shall be and continue in effect notwithstanding any investigation made by any
party and the fact that any party may waive compliance with any of the other
terms, provisions or conditions of any of the Operative Agreements. Except as
otherwise expressly set forth herein or in other Operative Agreements, the
indemnities of the parties provided for in the Operative Agreements shall
survive the expiration or termination of any thereof.

12.2.    NOTICES.

         All notices required or permitted to be given under any Operative
Agreement shall be in writing. Notices may be served by certified or registered
mail, postage paid with return receipt requested; by private courier, prepaid;
by telex, facsimile, or other telecommunication device capable of transmitting
or creating a written record; or personally. Mailed notices shall be deemed
delivered five (5) days after mailing, properly addressed. Couriered notices
shall be deemed delivered when delivered as addressed, or if the addressee
refuses delivery, when presented for delivery notwithstanding such refusal.
Telex or telecommunicated notices shall be deemed delivered when receipt is
either confirmed by confirming transmission equipment or



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<PAGE>   47

acknowledged by the addressee or its office. Personal delivery shall be
effective when accomplished. Unless a party changes its address by giving
notice to the other party as provided herein, notices shall be delivered to the
parties at the following addresses:

                  If to the Lessee, to it at the following address:

                       Catalina Marketing Sales Corporation
                       11300 Ninth Street North
                       St. Petersburg, Florida 33716
                       Attention: Chris Wolf
                       Telephone: (727) 579-5218
                       Telecopy: (727) 579-5327

                  If to the Guarantor, to it at the following address:
                       Catalina Marketing Corporation
                       11300 Ninth Street North
                       St. Petersburg, Florida  33716
                       Attention: Chris Wolf
                       Telephone: (727) 579-5218
                       Telecopy: (727) 579-5327

                  If to the Trust Company, the Owner Trustee or the Lessor, to
         it at the following address:

                       First Security Bank, National Association
                       Third Floor
                       79 South Main Street
                       Salt Lake City, Utah 84111
                       Attention: Val T. Orton,
                                  Vice President
                       Telephone: (801) 246-5300
                       Telecopy: (801) 246-5053

                  If to the Holders, to each such Holder at the address set
         forth for such Holder on Schedule I of the Trust Agreement.



                                      43

<PAGE>   48

                  If to the Agent, to it at the following address:

                       First Union National Bank
                       c/o First Union Capital Markets Group
                       DC-6
                       301 South College Street
                       Charlotte, North Carolina 28288-0166
                       Attention: Christy Lee Foster, Capital Markets Services
                       Telephone: (704) 383-5398
                       Telecopy: (704) 383-7989

                  If to any Lender, to it at the address set forth for such
         Lender in Schedule 2.1 of the Credit Agreement.

                  From time to time any party may designate additional parties
         and/or another address for notice purposes by notice to each of the
         other parties hereto. Each notice hereunder shall be effective upon
         receipt or refusal thereof.

12.3.    COUNTERPARTS.

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one (1) and
the same instrument.

12.4.    TERMINATIONS, AMENDMENTS, WAIVERS, ETC.; UNANIMOUS VOTE MATTERS.

         Each Basic Document may be terminated, amended, supplemented, waived
or modified only by an instrument in writing signed by, subject to Article VIII
of the Trust Agreement regarding termination of the Trust Agreement, the
Majority Secured Parties and each Credit Party (to the extent such Credit Party
is a party to such Basic Document); provided, to the extent no Default or Event
of Default shall have occurred and be continuing, the Majority Secured Parties
shall not amend, supplement, waive or modify any provision of any Basic
Document in such a manner as to adversely affect the rights of any Credit Party
without the prior written consent (not to be unreasonably withheld or delayed)
of such Credit Party. Each Operative Agreement which is not a Basic Document
may be terminated, amended, supplemented, waived or modified only by an
instrument in writing signed by the parties thereto and (without the consent of
any other Financing Party) the Agent. In addition, the Unanimous Vote Matters
shall require the consent of each Lender and each Holder affected by such
matter.

         Notwithstanding the foregoing, no such termination, amendment,
supplement, waiver or modification shall, without the consent of the Agent and,
to the extent affected thereby, each Lender and each Holder (collectively, the
"Unanimous Vote Matters") (i) reduce the amount of any Note or Certificate,
extend the scheduled date of maturity of any Note, extend the scheduled
Expiration Date, extend any payment date of any Note or Certificate, reduce the
stated rate of interest payable on any Note, reduce the stated Holder Yield
payable on any Certificate (other than as a result of waiving the applicability
of any post-default increase in interest rates or



                                      44

<PAGE>   49

Holder Yields), modify the priority of any Lien in favor of the Agent under any
Security Document, subordinate any obligation owed to such Lender or Holder, or
(ii) terminate, amend, supplement, waive or modify any provision of this
Section 12.4 or reduce the percentages specified in the definitions of Majority
Lenders, Majority Holders or Majority Secured Parties, or consent to the
assignment or transfer by the Owner Trustee of any of its rights and
obligations under any Credit Document or release a material portion of the
Collateral (except in accordance with Section 8.8) or release any Credit Party
from its obligations under any Operative Agreement or otherwise alter any
payment obligations of any Credit Party to the Lessor or any Financing Party
under the Operative Agreements, or (iii) terminate, amend, supplement, waive or
modify any provision of Section 7 of the Credit Agreement (which shall also
require the consent of the Agent). Any such termination, amendment, supplement,
waiver or modification shall apply equally to each of the Lenders and the
Holders and shall be binding upon all the parties to this Agreement. In the
case of any waiver, each party to this Agreement shall be restored to its
former position and rights under the Operative Agreements, and any Default or
Event of Default waived shall be deemed to be cured and not continuing; but no
such waiver shall extend to any subsequent or other Default or Event of
Default, or impair any right consequent thereon.

         If at a time when the conditions precedent set forth in the Operative
Agreements to any Loan are, in the opinion of the Majority Lenders, satisfied,
any Lender shall fail to fulfill its obligations to make such Loan (any such
Lender, a "Defaulting Lender") then, for so long as such failure shall
continue, the Defaulting Lender shall (unless the Lessee and the Majority
Lenders, determined as if the Defaulting Lender were not a "Lender", shall
otherwise consent in writing) be deemed for all purposes relating to
terminations, amendments, supplements, waivers or modifications under the
Operative Agreements to have no Loans, shall not be treated as a "Lender" when
performing the computation of Majority Lenders or Majority Secured Parties, and
shall have no rights under this Section 12.4; provided that any action taken
pursuant to the second paragraph of this Section 12.4 shall not be effective as
against the Defaulting Lender.

         If at a time when the conditions precedent set forth in the Operative
Agreements to any Holder Advance are, in the opinion of the Majority Holders,
satisfied, any Holder shall fail to fulfill its obligations to make such Holder
Advance (any such Holder, a "Defaulting Holder") then, for so long as such
failure shall continue, the Defaulting Holder shall (unless the Lessee and the
Majority Holders, determined as if the Defaulting Holder were not a "Holder",
shall otherwise consent in writing) be deemed for all purposes relating to
terminations, amendments, supplements, waivers or modifications under the
Operative Agreements to have no Holder Advances, shall not be treated as a
"Holder" when performing the computation of Majority Holders or Majority
Secured Parties, and shall have no rights under this Section 12.4; provided
that any action taken pursuant to the second paragraph of this Section 12.4
shall not be effective as against the Defaulting Holder.

12.5.    HEADINGS, ETC.

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



                                      45

<PAGE>   50

12.6.    PARTIES IN INTEREST.

         Except as expressly provided herein, none of the provisions of this
Agreement are intended for the benefit of any Person except the parties hereto.

12.7.    GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; VENUE.

                  (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, INTERPRETED AND
         ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA.
         Any legal action or proceeding with respect to this Agreement or any
         other Operative Agreement may be brought in the courts of the State of
         North Carolina in Mecklenburg County or of the United States for the
         Western District of North Carolina, and, by execution and delivery of
         this Agreement, each of the parties to this Agreement hereby
         irrevocably accepts for itself and in respect of its property,
         generally and unconditionally, the nonexclusive jurisdiction of such
         courts. Each of the parties to this Agreement further irrevocably
         consents to the service of process out of any of the aforementioned
         courts in any such action or proceeding by the mailing of copies
         thereof by registered or certified mail, postage prepaid, to it at the
         address set out for notices pursuant to Section 12.2, such service to
         become effective three (3) days after such mailing. Nothing herein
         shall affect the right of any party to serve process in any other
         manner permitted by Law or to commence legal proceedings or to
         otherwise proceed against any party in any other jurisdiction.

                  (b) EACH OF THE PARTIES HERETO IRREVOCABLY AND
         UNCONDITIONALLY, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
         WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
         THIS AGREEMENT, ANY OTHER OPERATIVE AGREEMENT AND FOR ANY COUNTERCLAIM
         THEREIN.

                  (c) Each of the parties to this Agreement hereby irrevocably
         waives any objection which it may now or hereafter have to the laying
         of venue of any of the aforesaid actions or proceedings arising out of
         or in connection with this Agreement or any other Operative Agreement
         brought in the courts referred to in subsection (a) above and hereby
         further irrevocably waives and agrees not to plead or claim in any
         such court that any such action or proceeding brought in any such
         court has been brought in an inconvenient forum.

12.8.    SEVERABILITY.

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



                                      46

<PAGE>   51

12.9.    LIABILITY LIMITED.

                  (a) The Lenders, the Agent, the Credit Parties, the Owner
         Trustee and the Holders each acknowledge and agree that the Owner
         Trustee is (except as otherwise expressly provided herein or therein)
         entering into this Agreement and the other Operative Agreements to
         which it is a party (other than the Trust Agreement and to the extent
         otherwise provided in Section 6.1 of this Agreement), solely in its
         capacity as trustee under the Trust Agreement and not in its
         individual capacity and that the Trust Company shall not be liable or
         accountable under any circumstances whatsoever in its individual
         capacity for or on account of any statements, representations,
         warranties, covenants or obligations stated to be those of the Owner
         Trustee, except for its own gross negligence or willful misconduct and
         as otherwise expressly provided herein or in the other Operative
         Agreements.

                  (b) Anything to the contrary contained in this Agreement, the
         Credit Agreement, the Notes or in any other Operative Agreement
         notwithstanding, no Exculpated Person shall be personally liable in
         any respect for any liability or obligation arising hereunder or in
         any other Operative Agreement including without limitation the payment
         of the principal of, or interest on, the Notes, or for monetary
         damages for the breach of performance of any of the covenants
         contained in the Credit Agreement, the Notes, this Agreement, the
         Security Agreement or any of the other Operative Agreements. The
         Lenders, the Holders and the Agent agree that, in the event any
         remedies under any Operative Agreement are pursued, neither the
         Lenders, the Holders nor the Agent shall have any recourse against any
         Exculpated Person, for any deficiency, loss or Claim for monetary
         damages or otherwise resulting therefrom and recourse shall be had
         solely and exclusively against the Trust Estate (excluding Excepted
         Payments) and the Credit Parties (with respect to the Credit Parties'
         obligations under the Operative Agreements); but nothing contained
         herein shall be taken to prevent recourse against or the enforcement
         of remedies against the Trust Estate (excluding Excepted Payments) in
         respect of any and all liabilities, obligations and undertakings
         contained herein and/or in any other Operative Agreement.
         Notwithstanding the provisions of this Section, nothing in any
         Operative Agreement shall: (i) constitute a waiver, release or
         discharge of any indebtedness or obligation evidenced by the Notes
         and/or the Certificates arising under any Operative Agreement or
         secured by any Operative Agreement, but the same shall continue until
         paid or discharged; (ii) relieve any Exculpated Person from liability
         and responsibility for (but only to the extent of the damages arising
         by reason of): active waste knowingly committed by any Exculpated
         Person with respect to the Property, any fraud, gross negligence or
         willful misconduct on the part of any Exculpated Person; (iii) relieve
         any Exculpated Person from liability and responsibility for (but only
         to the extent of the moneys misappropriated, misapplied or not turned
         over) (A) except for Excepted Payments, misappropriation or
         misapplication by the Lessor (i.e., application in a manner contrary
         to any of the Operative Agreements) of any insurance proceeds or
         condemnation award paid or delivered to the Lessor by any Person other
         than the Agent, (B) except for Excepted Payments, any deposits or any
         escrows or amounts owed by the Lessee held by the Lessor or (C) except
         for Excepted Payments, any rent or other income received by the



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<PAGE>   52

         Lessor from any Credit Party that is not turned over to the Agent; or
         (iv) affect or in any way limit the Agent's rights and remedies under
         any Operative Agreement with respect to the Rents and rights and
         powers of the Agent under the Operative Agreements or to obtain a
         judgment against the Lessee's interest in the Property or the Agent's
         rights and powers to obtain a judgment against the Lessor or any
         Credit Party (provided, that no deficiency judgment or other money
         judgment shall be enforced against any Exculpated Person except to the
         extent of the Lessor's interest in the Trust Estate (excluding
         Excepted Payments) or to the extent the Lessor may be liable as
         otherwise contemplated in clauses (ii) and (iii) of this Section
         12.9(b)).

12.10.   RIGHTS OF THE CREDIT PARTIES.

         If at any time all obligations (i) of the Owner Trustee under the
Credit Agreement, the Security Documents and the other Operative Agreements and
(ii) of the Credit Parties under the Operative Agreements have in each case
been satisfied or discharged in full, then the Credit Parties shall be entitled
to (a) terminate the Lease and guaranty obligations under Section 6B and (b)
receive all amounts then held under the Operative Agreements and all proceeds
with respect to the Property. Upon the termination of the Lease and Section 6B
pursuant to the foregoing clause (a), the Lessor shall transfer to the Lessee
all of its right, title and interest free and clear of the Lien of the Lease,
the Lien of the Security Documents and all Lessor Liens in and to the Property
then subject to the Lease and any amounts or proceeds referred to in the
foregoing clause (b) shall be paid over to the Lessee.

12.11.   FURTHER ASSURANCES.

         The parties hereto shall promptly cause to be taken, executed,
acknowledged or delivered, at the sole expense of the Lessee, all such further
acts, conveyances, documents and assurances as the other parties may from time
to time reasonably request in order to carry out and effectuate the intent and
purposes of this Participation Agreement, the other Operative Agreements and
the transactions contemplated hereby and thereby (including without limitation
the preparation, execution and filing of any and all Uniform Commercial Code
financing statements, filings of Mortgage Instruments and other filings or
registrations which the parties hereto may from time to time request to be
filed or effected). The Lessee, at its own expense and without need of any
prior request from any other party, shall take such action as may be necessary
(including without limitation any action specified in the preceding sentence),
or (if the Owner Trustee shall so request) as so requested, in order to
maintain and protect all security interests provided for hereunder or under any
other Operative Agreement. In addition, in connection with the sale or other
disposition of the Property or any portion thereof, the Lessee agrees to
execute such instruments of conveyance as may be reasonably required in
connection therewith.

12.12.   CALCULATIONS UNDER OPERATIVE AGREEMENTS.

         The parties hereto agree that all calculations and numerical
determinations to be made under the Operative Agreements by the Owner Trustee
shall be made by the Agent and that such



                                      48

<PAGE>   53

calculations and determinations shall be conclusive and binding on the parties
hereto in the absence of manifest error.

12.13.   CONFIDENTIALITY.

         Each Financing Party agrees to keep confidential any information
furnished or made available to it by any Credit Party or any of its
Subsidiaries pursuant to this Agreement that is marked confidential; provided
that nothing herein shall prevent any Financing Party from disclosing such
information (a) to any other Financing Party or any Affiliate of any Financing
Party, or any officer, director, employee, agent, or advisor of any Financing
Party or Affiliate of any Financing Party, (b) to any other Person if
reasonably incidental to the administration of the credit facility provided
herein, (c) as required by any law, rule, or regulation, (d) upon the order of
any court or administrative agency, (e) upon the request or demand of any
regulatory agency or authority, (f) that is or becomes available to the public
or that is or becomes available to any Financing Party other than as a result
of a disclosure by any Financing Party prohibited by this Agreement, (g) in
connection with any litigation to which such Financing Party or any of its
Affiliates may be a party, (h) to the extent necessary in connection with the
exercise of any remedy under this Agreement or any other Operative Agreement,
and (i) subject to provisions substantially similar to those contained in this
Section, to any actual or proposed participant or assignee.

12.14.   FINANCIAL REPORTING/TAX CHARACTERIZATION.

         Lessee agrees to obtain advice from its own accountants and tax
counsel regarding the financial reporting treatment and the tax
characterization of the transactions described in the Operative Agreements.
Lessee further agrees that Lessee shall not rely upon any statement of any
Financing Party or any of their respective Affiliates and/or Subsidiaries
regarding any such financial reporting treatment and/or tax characterization.

12.15.   SET-OFF.

         In addition to any rights now or hereafter granted under applicable
Law and not by way of limitation of any such rights, upon and after the
occurrence of any Event of Default and during the continuance thereof, the
Lenders, the Holders, their respective Affiliates and any assignee or
participant of a Lender or a Holder in accordance with the applicable
provisions of the Operative Agreements are hereby authorized by the Credit
Parties at any time or from time to time, without notice to the Credit Parties
or to any other Person, any such notice being hereby expressly waived, to
set-off and to appropriate and to apply any and all deposits (general or
special, time or demand, including without limitation indebtedness evidenced by
certificates of deposit, whether matured or unmatured) and any other
indebtedness at any time held or owing by the Lenders, the Holders, their
respective Affiliates or any assignee or participant of a Lender or a Holder in
accordance with the applicable provisions of the Operative Agreements to or for
the credit or the account of any Credit Party against and on account of the
obligations of any Credit Party under the Operative Agreements irrespective of
whether or not (a) the Lenders or the Holders shall have made any demand under
any Operative Agreement or (b) the Agent shall have declared any or all of the
obligations of any Credit Party under the Operative Agreements to be due and



                                      49

<PAGE>   54

payable and although such obligations shall be contingent or unmatured.
Notwithstanding the foregoing, neither the Agent nor any other Financing Party
shall exercise, or attempt to exercise, any right of setoff, banker's lien, or
the like, against any deposit account or property of any Credit Party held by
the Agent or any other Financing Party, without the prior written consent of
the Majority Secured Parties, and any Financing Party violating this provision
shall indemnify the Agent and the other Financing Parties from any and all
costs, expenses, liabilities and damages resulting therefrom. The contractual
restriction on the exercise of setoff rights provided in the foregoing sentence
is solely for the benefit of the Agent and the Financing Parties and may not be
enforced by any Credit Party.


                            [signature pages follow]











                                      50
<PAGE>   55

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


LESSEE:                            CATALINA MARKETING SALES
                                   CORPORATION, as the Lessee


                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


GUARANTOR:                         CATALINA MARKETING CORPORATION,
                                   as the Guarantor


                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


OWNER TRUSTEE
AND LESSOR:                        FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                                   not individually, except as expressly stated
                                   herein, but solely as the Owner Trustee
                                   under the Dolphin Realty Trust 1999-1


                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________


AGENT AND LENDERS:                 FIRST UNION NATIONAL BANK, as a Lender and
                                   as the Agent


                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________



                                                         Participation Agreement
                                                     Dolphin Realty Trust 1999-1

<PAGE>   56

HOLDERS:                           FIRST UNION NATIONAL BANK, as a Holder


                                   By: _________________________________________
                                   Name: _______________________________________
                                   Title: ______________________________________



                                                         Participation Agreement
                                                     Dolphin Realty Trust 1999-1

<PAGE>   57

                                SCHEDULE 6.2(i)

  [LIST OF STATES OF FORMATION AND CHIEF EXECUTIVE OFFICES OF CREDIT PARTIES]

<TABLE>
<CAPTION>

                                                                        STATE OF PRINCIPAL
                                                                        PLACE OF BUSINESS/
CREDIT PARTY                 STATE OF INCORPORATION/FORMATION         CHIEF EXECUTIVE OFFICE
------------                 --------------------------------         ----------------------
<S>                          <C>                                      <C>
Catalina Marketing                       Delaware                             Florida
Sales Corporation

Catalina Marketing                       Delaware                             Florida
   Corporation
</TABLE>

<PAGE>   58
                                   EXHIBIT A

                                REQUISITION FORM
      (Pursuant to Sections 4, 5.2 and 5.3 of the Participation Agreement)

         CATALINA MARKETING SALES CORPORATION, a Delaware corporation (the
"Company") hereby certifies as true and correct and delivers the following
Requisition to FIRST UNION NATIONAL BANK, as the agent for the Lenders
(hereinafter defined) and respecting the Security Documents, as the agent for
the Lenders and the Holders (hereinafter defined), to the extent of their
interests (the "Agent"):

         Reference is made herein to that certain Participation Agreement dated
as of October 21, 1999 (as amended, modified, extended, supplemented, restated
and/or replaced from time to time, the "Participation Agreement") among the
Company, in its capacity as the Lessee, Catalina Marketing Corporation, as the
Guarantor, First Security Bank, National Association, as the Owner Trustee, the
various banks and other lending institutions which are parties thereto from
time to time, as holders (the "Holders"), the various banks and other lending
institutions which are parties thereto from time to time, as lenders (the
"Lenders"), and the Agent. Capitalized terms used herein but not otherwise
defined herein shall have the meanings set forth therefor in the Participation
Agreement.

         PROPERTY CLOSING DATE:_________________
         (three (3) Business Days prior notice required for Advance)

1.       Transaction Expenses and other fees, expenses and disbursements under
         Section 7.1 of the Participation Agreement and any and all other
         amounts contemplated to be financed under the Participation Agreement
         (with supporting invoices or closing statement attached):

                  Party to Whom                               Amount Owed
                  Amount is Owed                              (in U.S. Dollars)

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

2.       Description of Land (which shall be a legal description of the Land in
         connection with an Advance): See attached Schedule 1

3.       Description of Improvements: See attached Schedule 2

4.       Description of Equipment: See attached Schedule 3



                                      A-1

<PAGE>   59

         In connection with this Requisition, the Company hereby requests that
the Lenders make Loans to the Lessor in the amount of $______________ and that
the Holders make Holder Advances to the Lessor in the amount of
$________________. The Company hereby certifies (i) that the foregoing amounts
requested do not exceed the total aggregate of the Available Commitments plus
the Available Holder Commitments and (ii) each of the provisions of the
Participation Agreement applicable to the Loans and Holder Advances requested
hereunder have been complied with as of the date of this Requisition.

         The Company requests the Loans be allocated as follows:

                  $______________                     ABR Loans

                  $______________                     Eurodollar Loans

         The Company requests the Holder Advances be allocated as follows:

                  $______________                     ABR Holder Advances

                  $______________                     Eurodollar Holder Advances

         The Company has caused this Requisition to the executed by its duly
authorized officer as of this _____ day of __________, ______.


                                          CATALINA MARKETING SALES
                                          CORPORATION


                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________



                                      A-2

<PAGE>   60


                                   Schedule 1

                              Description of Land
                     (Legal Description and Street Address)










                                      A-3

<PAGE>   61


                                   Schedule 2

                          Description of Improvements











                                      A-4

<PAGE>   62


                                   Schedule 3

                            Description of Equipment

<TABLE>
<CAPTION>

  General Description            Make                    Model                 Serial Number
-----------------------   -------------------   ---------------------   -------------------------
<S>                       <C>                   <C>                     <C>

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

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

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

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

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

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

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

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

-----------------------   -------------------   ---------------------   -------------------------
</TABLE>










                                      A-5

<PAGE>   63

                                   EXHIBIT B


                   [Outside Counsel Opinion for the Lessee]
                      (Pursuant to Section 5.3(j) of the
                           Participation Agreement)


                             __________ ___, 1999


TO THOSE ON THE ATTACHED DISTRIBUTION LIST

         Re: Synthetic Lease Financing Provided in favor of Catalina Marketing
             Sales Corporation

Dear Sirs:

We have acted as special counsel to Catalina Marketing Sales Corporation, a
Delaware corporation (the "Lessee") and Catalina Marketing Corporation, a
Delaware corporation (the "Guarantor"; individually the Lessee and the
Guarantor may be referred to herein as a "Credit Party" or collectively as the
"Credit Parties") in connection with certain transactions contemplated by the
Participation Agreement dated as of October 21, 1999 (the "Participation
Agreement"), among the Lessee, the Guarantor, First Security Bank, National
Association, as the Owner Trustee (the "Owner Trustee"), the various banks and
other lending institutions which are parties thereto from time to time, as
holders (the "Holders"), the various banks and other lending institutions which
are parties thereto from time to time, as lenders (the "Lenders") and First
Union National Bank, as the agent for the Lenders and respecting the Security
Documents, as the agent for the Lenders and the Holders, to the extent of their
interests (the "Agent"). This opinion is delivered pursuant to Section 5.3(j)
of the Participation Agreement. All capitalized terms used herein, and not
otherwise defined herein, shall have the meanings assigned thereto in Appendix
A to the Participation Agreement.

In connection with the foregoing, we have examined originals, or copies
certified to our satisfaction, of [IDENTIFY THE APPLICABLE OPERATIVE
AGREEMENTS, INCLUDING THE MORTGAGE INSTRUMENT, RELATED UCC FIXTURE FILINGS,
ADDITIONAL UCCS (HEREINAFTER DEFINED), DEEDS AND MEMORANDA OF LEASE] and such
other corporate documents and records of the Credit Parties, certificates of
public officials and representatives of the Credit Parties as to certain
factual matters, and such other instruments and documents which we have deemed
necessary or advisable to examine for the purpose of this opinion. With respect
to such examination, we have assumed (i) the statements of fact made in all
such certificates, documents and instruments are true, accurate and complete;
(ii) except as to the Credit Parties, the due authorization, execution and
delivery of the Operative Agreements by the parties thereto; (iii) the
genuineness of all signatures (except as to the Credit Parties), the
authenticity and completeness of all documents, certificates, instruments,
records and corporate records submitted to us as originals and the conformity
to the original instruments of all documents submitted to us as copies, and the



                                      B-1

<PAGE>   64

authenticity and completeness of the originals of such copies; (iv) except as
to the Credit Parties, that all parties have all requisite corporate power and
authority to execute, deliver and perform the Operative Agreements; and (v)
except as to the Credit Parties, the enforceability of the Mortgage Instrument,
the Memorandum of Lease and the UCC financing statements against all parties
thereto.

Based on the foregoing, and having due regard for such legal considerations as
we deem relevant, and subject to the limitations and assumptions set forth
herein, including without limitation the matters set forth in the last two (2)
paragraphs hereof, we are of the opinion that:

         (a) The Mortgage Instrument and Memorandum of Lease are enforceable in
accordance with their respective terms, except as limited by laws generally
affecting the enforcement of creditors' rights, which laws will not materially
prevent the realization of the benefits intended by such documents.

         (b) The form of Mortgage Instrument and UCC fixture filing relating
thereto, attached hereto as Schedules 1 and 2, respectively, is in proper form
for filing and recording with the office of [IDENTIFY THE RECORDING OFFICE OF
THE COUNTY CLERK WHERE THE PROPERTY IS LOCATED]. Upon filing of the Mortgage
Instrument and UCC fixture filing in [IDENTIFY THE RECORDING OFFICE OF THE
COUNTY CLERK WHERE THE PROPERTY IS LOCATED], the Agent will have a valid,
perfected lien and security interest in that portion of the Collateral
described in such Mortgage Instrument or UCC fixture filing to the extent such
Collateral is comprised of real property and/or fixtures.

         (c) The forms of UCC financing statements relating to the Security
Documents, attached hereto as Schedule 3 (the "Additional UCCs"), are in proper
form for filing and recording with the offices of [IDENTIFY (I) THE RECORDING
OFFICE OF THE COUNTY CLERK WHERE THE PROPERTY IS LOCATED AND (II) THE SECRETARY
OF STATE WHERE THE PROPERTY IS LOCATED]. Upon filing of the Additional UCCs in
[IDENTIFY (I) THE RECORDING OFFICE OF THE COUNTY CLERK WHERE THE PROPERTY IS
LOCATED AND (II) THE SECRETARY OF STATE WHERE THE PROPERTY IS LOCATED], the
Agent will have a valid, perfected lien and security interest in that portion
of the Collateral which can be perfected by filing UCC-1 financing statements
under Article 9 of the UCC.

         (d) The form of Deed and Memorandum of Lease is in appropriate form
for filing and recording with the [IDENTIFY THE RECORDING OFFICE OF THE COUNTY
CLERK FOR THE COUNTY WHERE THE PROPERTY IS LOCATED].

         (e) The Memorandum of Lease, when filed and recorded with the
[IDENTIFY THE RECORDING OFFICE OF THE COUNTY CLERK FOR THE COUNTY WHERE THE
PROPERTY IS LOCATED], will have been filed and recorded in all public offices
in the State of [__________] in which filing or recording is necessary to
provide constructive notice of the Lease to third Persons and to establish of
record the interest of the Lessor thereunder as to the Property described in
the Memorandum of Lease.

         (f) Title to the Property located in the State of [___________] may be
held in the name of the Owner Trustee as follows: First Security Bank, National
Association, not individually, but solely as the Owner Trustee under the
Dolphin Realty Trust 1999-1.



                                      B-2

<PAGE>   65

         (g) The execution and delivery by First Security Bank, National
Association, individually or as the Owner Trustee, as the case may be, of the
Operative Agreements to which it is a party and compliance by First Security
Bank, National Association, individually or as the Owner Trustee, with all of
the provisions thereof do not and will not contravene any law, rule or
regulation of [IDENTIFY THE STATE].

         (h) By reason of their participation in the transaction contemplated
under the Operative Agreements, none of the Agent, the Lenders, the Holders or
the Owner Trustee has to (a) qualify as a foreign corporation in [IDENTIFY THE
STATE], (b) file any application or any designation for service of process in
[IDENTIFY THE STATE] or (c) pay any franchise, income, sales, excise, stamp or
other taxes of any kind to [IDENTIFY THE STATE].

         (i) The provisions in the Operative Agreements concerning Rent,
interest, fees, prepayment premiums and other similar charges do not violate
the usury laws or other similar laws regulating the use or forbearance of money
of [IDENTIFY THE STATE].

         (j) If the transactions contemplated by the Operative Agreements are
characterized as a lease transaction by a court of competent jurisdiction, the
Lease and the applicable Lease Supplement shall demise to the Lessee a valid
leasehold interest in the Property described in such Lease Supplement.

         (k) If the transactions contemplated by the Operative Agreements are
characterized as a loan transaction by a court of competent jurisdiction, the
combination of the Mortgage Instruments, the Deeds, the Lease and the
applicable Lease Supplements (and the other Operative Agreements incorporated
therein by reference) are sufficient to create a valid, perfected lien or
security interest in the Property therein described, enforceable as a mortgage
in [IDENTIFY THE STATE].

This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters stated herein. This opinion is based on
and is limited to the laws of the State of [___________] and the federal laws
of the United States of America. Insofar as the foregoing opinion relates to
matters of law other than the foregoing, no opinion is hereby given.

This opinion is for the sole benefit of the Lessee, the Guarantor, the Owner
Trustee, the Holders, the Lenders, the Agent, the Arranger and their respective
successors and assigns and may not be relied upon by any other person other
than such parties and their respective successors and assigns without the
express written consent of the undersigned. The opinions expressed herein are
as of the date hereof and we make no undertaking to amend or supplement such
opinions if facts come to our attention or changes in the current law of the
jurisdictions mentioned herein occur which could affect such opinions.

                                                Very truly yours,

                                                [LESSEE'S OUTSIDE COUNSEL]



                                      B-3

<PAGE>   66

                               Distribution List



First Union National Bank, as the Agent, a Holder and a Lender

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Holders

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

Catalina Marketing Sales Corporation, as the Lessee

Catalina Marketing Corporation, as the Guarantor

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the Dolphin Realty Trust 1999-1



                                      B-4

<PAGE>   67

                                   Schedule 1

                          Form of Mortgage Instrument











                                      B-5

<PAGE>   68

                                   Schedule 2

                          Forms of UCC Fixture Filings











                                      B-6

<PAGE>   69

                                   Schedule 3

                       Forms of UCC Financing Statements











                                      B-7

<PAGE>   70

                                   EXHIBIT C


                      CATALINA MARKETING SALES CORPORATION

                             OFFICER'S CERTIFICATE
          (Pursuant to Section 5.3(w) of the Participation Agreement)

         Catalina Marketing Sales Corporation, a Delaware corporation (the
"Company"), DOES HEREBY CERTIFY as follows:

         1.       Each and every representation and warranty of each Credit
                  Party contained in the Operative Agreements to which it is a
                  party is true and correct on and as of the date hereof.

         2.       No Lease Default or Lease Event of Default has occurred and
                  is continuing under any Operative Agreement.

         3.       Each Operative Agreement to which any Credit Party is a party
                  is in full force and effect with respect to it.

         4.       Each Credit Party has duly performed and complied with all
                  covenants, agreements and conditions contained in the
                  Participation Agreement (hereinafter defined) or in any
                  Operative Agreement required to be performed or complied with
                  by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of October 21, 1999 among the Company, as the Lessee,
Catalina Marketing Corporation, as the Guarantor, First Security Bank, National
Association, as the Owner Trustee, the various banks and other lending
institutions which are parties thereto from time to time, as holders (the
"Holders"), the various banks and other lending institutions which are parties
thereto from time to time, as lenders (the "Lenders") and First Union National
Bank, as the agent for the Lenders and respecting the Security Documents, as
the agent for the Lenders and the Holders, to the extent of their interests
(the "Agent").

IN WITNESS WHEREOF, the Company has caused this Officer's Certificate to be
duly executed and delivered as of this _____ day of __________, ______.

                                            CATALINA MARKETING SALES
                                            CORPORATION


                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________



                                      C-1

<PAGE>   71

                                   EXHIBIT D


                             [NAME OF CREDIT PARTY]

                            SECRETARY'S CERTIFICATE
          (Pursuant to Section 5.3(x) of the Participation Agreement)

         [NAME OF CREDIT PARTY], a ______________ corporation (the "Company")
DOES HEREBY CERTIFY as follows:

         1.       Attached hereto as Schedule 1 is a true, correct and complete
                  copy of the resolutions of the Board of Directors of the
                  Company duly adopted by the Board of Directors of the Company
                  on __________. Such resolutions have not been amended,
                  modified or rescinded since their date of adoption and remain
                  in full force and effect as of the date hereof.

         2.       Attached hereto as Schedule 2 is a true, correct and complete
                  copy of the Articles of Incorporation of the Company on file
                  in the Office of the Secretary of State of __________. Such
                  Articles of Incorporation have not been amended, modified or
                  rescinded since their date of adoption and remain in full
                  force and effect as of the date hereof.

         3.       Attached hereto as Schedule 3 is a true, correct and complete
                  copy of the Bylaws of the Company. Such Bylaws have not been
                  amended, modified or rescinded since their date of adoption
                  and remain in full force and effect as of the date hereof.

         4.       The persons named below now hold the offices set forth
                  opposite their names, and the signatures opposite their names
                  and titles are their true and correct signatures.

<TABLE>
<CAPTION>

                  Name                      Office                         Signature
                  ----                      ------                         ---------
         <S>                       <C>                            <C>
         -------------------       -----------------------        -------------------------

         -------------------       -----------------------        -------------------------
</TABLE>



                                      D-1
<PAGE>   72

IN WITNESS WHEREOF, the Company has caused this Secretary's Certificate to be
duly executed and delivered as of this _____ day of ___________, ______.


                                            [NAME OF CREDIT PARTY]

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________









                                      D-2

<PAGE>   73


                                   Schedule 1

                               Board Resolutions












                                      D-3

<PAGE>   74


                                   Schedule 2

                           Articles of Incorporation











                                      D-4

<PAGE>   75


                                   Schedule 3

                                     Bylaws











                                      D-5

<PAGE>   76


                                   EXHIBIT E


                   FIRST SECURITY BANK, NATIONAL ASSOCIATION

                             OFFICER'S CERTIFICATE
          (Pursuant to Section 5.3(y) of the Participation Agreement)


         FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, not individually (except with respect to paragraph 1 below, to the
extent any such representations and warranties are made in its individual
capacity) but solely as the owner trustee under the Dolphin Realty Trust 1999-1
(the "Owner Trustee"), DOES HEREBY CERTIFY as follows:

         1.       Each and every representation and warranty of the Owner
                  Trustee contained in the Operative Agreements to which it is
                  a party is true and correct on and as of the date hereof.

         2.       Each Operative Agreement to which the Owner Trustee is a
                  party is in full force and effect with respect to it.

         3.       The Owner Trustee has duly performed and complied with all
                  covenants, agreements and conditions contained in the
                  Participation Agreement (hereinafter defined) or in any
                  Operative Agreement required to be performed or complied with
                  by it on or prior to the date hereof.

Capitalized terms used in this Officer's Certificate and not otherwise defined
herein have the respective meanings ascribed thereto in the Participation
Agreement dated as of October 21, 1999 among Catalina Marketing Sales
Corporation, as the Lessee, Catalina Marketing Corporation, as the Guarantor,
the Owner Trustee, the various banks and other lending institutions which are
parties thereto from time to time, as holders (the "Holders"), the various
banks and other lending institutions which are parties thereto from time to
time, as lenders (the "Lenders") and First Union National Bank, as the agent
for the Lenders and respecting the Security Documents, as the agent for the
Lenders and the Holders, to the extent of their interests (the "Agent").



                                      E-1

<PAGE>   77

IN WITNESS WHEREOF, the Owner Trustee has caused this Officer's Certificate to
be duly executed and delivered as of this _____ day of __________, ______.

                                            FIRST SECURITY BANK, NATIONAL
                                            ASSOCIATION, not individually,
                                            except as expressly stated herein,
                                            but solely as the Owner Trustee
                                            under the Dolphin Realty Trust
                                            1999-1


                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________










                                      E-2

<PAGE>   78


                                   EXHIBIT F


                   FIRST SECURITY BANK, NATIONAL ASSOCIATION

                            SECRETARY'S CERTIFICATE
          (Pursuant to Section 5.3(z) of the Participation Agreement)


                       CERTIFICATE OF ASSISTANT SECRETARY


         I, ______________________, duly elected and qualified Assistant
Secretary of the Board of Directors of First Security Bank, National
Association (the "Association"), hereby certify as follows:

         1. The Association is a National Banking Association duly organized,
validly existing and in good standing under the laws of the United States. With
respect thereto the following is noted:

         A.       Pursuant to Revised Statutes 324, et seq., as amended, 12
                  U.S.C. 1, et seq., the Comptroller of the Currency charters
                  and exercises regulatory and supervisory authority over all
                  National Banking Associations;

         B.       On December 9, 1881, the First National Bank of Ogden, Utah
                  was chartered as a National Banking Association under the
                  laws of the United States and under Charter No.
                  2597;

         C.       On October 2, 1922, in connection with a consolidation of The
                  First National Bank of Ogden, Ogden, Utah, and The Utah
                  National Bank of Ogden, Ogden, Utah, the title was changed to
                  "The First & Utah National Bank of Ogden"; on January 18,
                  1923, The First & Utah National Bank of Ogden changed its
                  title to "First Utah National Bank of Ogden"; on January 19,
                  1926, the title was changed to "First National Bank of
                  Ogden"; on February 24, 1934, the title was changed to "First
                  Security Bank of Utah, National Association"; on June 21,
                  1996, the title was changed to "First Security Bank, National
                  Association"; and

         D.       First Security Bank, National Association, Ogden, Utah,
                  continues to hold a valid certificate to do business as a
                  National Banking Association.

         2. The Association's Articles of Association, as amended, are in full
force and effect, and a true, correct and complete copy is attached hereto as
Schedule A and incorporated herein by reference. Said Articles were last
amended October 20, 1975, as required by law on notice at a duly called special
meeting of the shareholders of the Association.



                                      F-1
<PAGE>   79

         3. The Association's By-Laws, as amended, are in full force and
effect; and a true, correct and complete copy is attached hereto as Schedule B
and incorporated herein by reference. Said By-Laws, still in full force and
effect, were adopted September 17, 1942, by resolution, after proper notice of
consideration and adoption of By-Laws was given to each and every shareholder,
at a regularly called meeting of the Board of Directors with a quorum present.

         4. Pursuant to the authority vested in it by an Act of Congress
approved December 23, 1913 and known as the Federal Reserve Act, as amended,
the Federal Reserve Board (now the Board of Governors of the Federal Reserve
System) has granted to the Association now known as "First Security Bank,
National Association" of Ogden, Utah, the right to act, when not in
contravention of State or local law, as trustee, executor, administrator,
registrar of stocks and bonds, guardian of estates, assignee, receiver,
committee of estates of lunatics, or in any other fiduciary capacity in which
State banks, trust companies or other corporations which come into competition
with National Banks are permitted to act under the laws of the State of Utah;
and under the provisions of applicable law, the authority so granted remains in
full force and effect.

         5. Pursuant to authority vested by Act of Congress (12 U.S.C. 92a and
12 U.S.C. 481, as amended) the Comptroller of the Currency has issued
Regulation 9, as amended, dealing, in part, with the Fiduciary Powers of
National Banks, said regulation providing in subparagraph 9.7 (a) (1-2):

         (1)      The board of directors is responsible for the proper exercise
                  of fiduciary powers by the Bank. All matters pertinent
                  thereto, including the determination of policies, the
                  investment and disposition of property held in fiduciary
                  capacity, and the direction and review of the actions of all
                  officers, employees, and committees utilized by the Bank in
                  the exercise of its fiduciary powers, are the responsibility
                  of the board. In discharging this responsibility, the board
                  of directors may assign, by action duly entered in the
                  minutes, the administration of such of the Bank's fiduciary
                  powers as it may consider proper to assign to such
                  director(s), officer(s), employee(s) or committee(s) as it
                  may designate.

         (2)      No fiduciary account shall be accepted without the prior
                  approval of the board, or of the director(s), officer(s), or
                  committee(s) to whom the board may have designated the
                  performance of that responsibility. . . .

         6. A Resolution relating to Exercise of Fiduciary Powers was adopted
by the Board of Directors at a meeting held July 26, 1994 at which time there
was a quorum present; said resolution is still in full force and effect and has
not been rescinded. Said resolution is attached hereto as Schedule C and
incorporated herein by reference.

         7. A Resolution relating to the Designation of Officers and Employees
to Exercise Fiduciary Powers was adopted by the Trust Policy Committee at a
meeting held February 7,



                                      F-2

<PAGE>   80

1996 at which time a quorum was present; said resolution is still in full force
and effect and has not been rescinded. Said resolution is attached hereto as
Schedule D and is incorporated herein by reference.

         8. Attached hereto as Schedule E and incorporated herein by reference,
is a listing of facsimile signatures of persons authorized (herein "Authorized
Signatory or Signatories") on behalf of the Association and its Trust Group to
act in exercise of its fiduciary powers subject to the resolutions in
Paragraphs 6 and 7, above.

         9. The principal office of the First Security Bank, National
Association, Trust Group and of its departments, except for the St. George,
Utah, Ogden, Utah, and Provo, Utah, branch offices, is located at 79 South Main
Street, Salt Lake City, Utah 84111 and all records relating to fiduciary
accounts are located at such principal office of the Trust Group or in storage
facilities within Salt Lake County, Utah, except for those of the Ogden, Utah,
St. George, Utah, and Provo, Utah, branch offices, which are located at said
office.

         10. Each Authorized Signatory (i) is a duly elected or appointed, duly
qualified officer or employee of the Association; (ii) holds the office or job
title set forth below his or her name on the date hereof; (iii) and the
facsimile signature appearing opposite the name of each such officer or
employee is a true replica of his or her signature.










                                      F-3

<PAGE>   81


IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Association this __________ day of _________________, ______.



(SEAL)



                                        ________________________________________
                                        R. James Steenblik
                                        Senior Vice President
                                        Assistant Secretary











                                      F-4

<PAGE>   82


                                   Schedule A


                            Articles of Association











                                      F-5

<PAGE>   83


                                   Schedule B


                                     Bylaws










                                      F-6

<PAGE>   84


                                   Schedule C


                             Resolution Relating to
                          Exercise of Fiduciary Powers











                                      F-7

<PAGE>   85


                                   Schedule D


                           Resolution Relating to the
                     Designation of Officers and Employees
                          To Exercise Fiduciary Powers











                                      F-8

<PAGE>   86


                                   Schedule E


                      Authorized Signatory or Signatories











                                      F-9

<PAGE>   87


                                   EXHIBIT G


                [Outside Counsel Opinion for the Owner Trustee]
                      (Pursuant to Section 5.3(aa) of the
                            Participation Agreement)

                                October 21, 1999


TO THOSE ON THE ATTACHED DISTRIBUTION LIST

         Re: Trust Agreement dated as of October 21, 1999

Dear Sirs:

         We have acted as special counsel for First Security Bank, National
Association, a national banking association, in its individual capacity ("FSB")
and in its capacity as trustee (the "Owner Trustee") under the Trust Agreement
dated as of October 21, 1999 (the "Trust Agreement") by and among it and the
various banks and other lending institutions which are parties thereto from
time to time, as holders (the "Holders"), in connection with the execution and
delivery by the Owner Trustee of the Operative Agreements to which it is a
party. Except as otherwise defined herein, the terms used herein shall have the
meanings set forth in Appendix A to the Participation Agreement dated as of
October 21, 1999 (the "Participation Agreement") by and among Catalina
Marketing Sales Corporation (the "Lessee"), Catalina Marketing Corporation (the
"Guarantor"), First Security Bank, National Association, as the Owner Trustee,
the Holders, the various banks and other lending institutions which are parties
thereto from time to time, as lenders (the "Lenders") and First Union National
Bank, as the agent for the Lenders and respecting the Security Documents, as
the agent for the Lenders and the Holders, to the extent of their interests
(the "Agent").

         We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.

Based upon the foregoing, we are of the opinion that:

         1. FSB is a national banking association duly organized, validly
existing and in good standing under the laws of the United States of America
and each of FSB and the Owner Trustee has under the laws of the State of Utah
and federal banking law the power and authority to enter into and perform its
obligations under the Trust Agreement and each other Operative Agreement to
which it is a party.

         2. The Owner Trustee is the duly appointed trustee under the Trust
Agreement.



                                      G-1

<PAGE>   88

         3. The Trust Agreement has been duly authorized, executed and
delivered by one (1) of the officers of FSB and, assuming due authorization,
execution and delivery by the Holders, is a legal, valid and binding obligation
of the Owner Trustee (and to the extent set forth therein, against FSB),
enforceable against the Owner Trustee (and to the extent set forth therein,
against FSB) in accordance with its terms, and the Trust Agreement creates
under the laws of the State of Utah for the Holders the beneficial interest in
the Trust Estate it purports to create and is a valid trust under the laws of
the State of Utah.

         4. The Operative Agreements to which it is party have been duly
authorized, executed and delivered by FSB, and, assuming due authorization,
execution and delivery by the other parties thereto, are legal, valid and
binding obligations of FSB, enforceable against FSB in accordance with their
respective terms.

         5. The Operative Agreements to which it is party have been duly
authorized, executed and delivered by the Owner Trustee, and, assuming due
authorization, execution and delivery by the other parties thereto, are legal,
valid and binding obligations of the Owner Trustee, enforceable against the
Owner Trustee in accordance with their respective terms. The Notes and
Certificates have been duly issued, executed and delivered by the Owner
Trustee, pursuant to authorization contained in the Trust Agreement, and the
Certificates are entitled to the benefits and security afforded by the Trust
Agreement in accordance with its terms and the terms of the Trust Agreement.

         6. The execution and delivery by each of FSB and the Owner Trustee of
the Trust Agreement and the Operative Agreements to which it is a party, and
compliance by FSB or the Owner Trustee, as the case may be, with all of the
provisions thereof do not and will not contravene any Laws applicable to or
binding on FSB, or as the Owner Trustee, or contravene the provisions of, or
constitute a default under, its charter documents or by-laws or, to our
knowledge after due inquiry, any indenture, mortgage contract or other
agreement or instrument to which FSB or Owner Trustee is a party or by which it
or any of its property may be bound or affected.

         7. The execution and delivery of the Operative Agreements by each of
FSB and the Owner Trustee and the performance by each of FSB and the Owner
Trustee of their respective obligations thereunder does not require on or prior
to the date hereof the consent or approval of, the giving of notice to, the
registration or filing with, or the taking of any action in respect of any
Governmental Authority or any court.

         8. Assuming that the trust created by the Trust Agreement is treated
as a grantor trust for federal income tax purposes within the contemplation of
Section 671 through 678 of the Internal Revenue Code of 1986, there are no
fees, taxes, or other charges (except taxes imposed on fees payable to the
Owner Trustee) payable to the State of Utah or any political subdivision
thereof in connection with the execution, delivery or performance by the Owner
Trustee, the Agent, the Lenders, the Lessee or the Holders, as the case may be,
of the Operative Agreements or in connection with the acquisition of the
Property by the Owner Trustee or in connection with the making by any Holder of
its investment in the Trust or its acquisition of the beneficial interest in
the Trust Estate or in connection with the issuance and acquisition of the
Certificates,



                                      G-2

<PAGE>   89

or the Notes, and neither the Owner Trustee, the Trust Estate nor the trust
created by the Trust Agreement will be subject to any fee, tax or other
governmental charge (except taxes on fees payable to the Owner Trustee) under
the laws of the State of Utah or any political subdivision thereof on, based on
or measured by, directly or indirectly, the gross receipts, net income or value
of the Trust Estate by reason of the creation or continued existence of the
trust under the terms of the Trust Agreement pursuant to the laws of the State
of Utah or the Owner Trustee's performance of its duties under the Trust
Agreement.

         9. There is no fee, tax or other governmental charge under the laws of
the State of Utah or any political subdivision thereof in existence on the date
hereof on, based on or measured by any payments under the Certificates, Notes
or the beneficial interest in the Trust Estate, by reason of the creation of
the trust under the Trust Agreement pursuant to the laws of the State of Utah
or the Owner Trustee's performance of its duties under the Trust Agreement
within the State of Utah.

         10. Upon the filing of the financing statement on form UCC-1 in the
form attached hereto as Schedule 1 with the Utah Division of Corporation and
Commercial Code, the Agent's security interest in the Trust Estate, for the
benefit of the Lenders and the Holders, will be perfected, to the extent that
such perfection is governed by Article 9 of the Uniform Commercial Code as in
effect in the State of Utah (the "Utah UCC").

         Your attention is directed to the Utah UCC, which provides, in part,
that a filed financing statement which does not state a maturity date or which
states a maturity date of more than five (5) years is effective only for a
period of five (5) years from the date of filing, unless within six (6) months
prior to the expiration of said period a continuation statement is filed in the
same office or offices in which the original statement was filed. The
continuation statement must be signed by the secured party, identify the
original statement by file number and state that the original statement is
still effective. Upon the timely filing of a continuation statement, the
effectiveness of the original financing statement is continued for five (5)
years after the last date to which the original statement was effective.
Succeeding continuation statements may be filed in the same manner to continue
the effectiveness of the original statement.

The foregoing opinions are subject to the following assumptions, exceptions and
qualifications:

         A. We are attorneys admitted to practice in the State of Utah and in
rendering the foregoing opinions we have not passed upon, or purported to pass
upon, the laws of any jurisdictions other than the State of Utah and the
federal banking law governing the banking and trust powers of FSB. In addition,
without limiting the foregoing we express no opinion with respect to (i)
federal securities laws, including the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Trust Indenture Act of
1939, as amended, (ii) the Federal Aviation Act of 1958, as amended, (iii) the
Federal Communications Act of 1934, as amended, or (iv) state securities or
blue sky laws. Insofar as the foregoing opinions relate to the legality,
validity, binding effect and enforceability of the documents involved in these
transactions, which by their terms are governed by the laws of a state other
than Utah, we have assumed that the laws of such state (as to which we express
no opinion), are in all material aspects identical to the laws of the State of
Utah.



                                      G-3

<PAGE>   90

         B. The opinions set forth in paragraphs 3, 4, and 5 above are subject
to the qualification that enforceability of the Trust Agreement and the other
Operative Agreements to which FSB and the Owner Trustee are parties, in
accordance with their respective terms, may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium, receivership or 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.

         C. As to the documents involved in these transactions, we have assumed
that each is a legal, valid and binding obligation of each party thereto, other
than FSB or the Owner Trustee, and is enforceable against each such party in
accordance with their respective terms.

         D. We have assumed that all signatures, other than those of the Owner
Trustee or FSB, on documents and instruments involved in these transactions are
genuine, that all documents and instruments submitted to us as originals are
authentic, and that all documents and instruments submitted to us as copies
conform with the originals, which facts we have not independently verified.

         E. We do not purport to be experts in respect of, or express any
opinion concerning laws, rules or regulations applicable to the particular
nature of the equipment or property involved in these transactions.

         F. We have made no investigation of, and we express no opinion
concerning, the nature of the title to any part of the equipment or property
involved in these transactions or the priority of any mortgage or security
interest.

         G. We have assumed that the Participation Agreement and the
transactions contemplated thereby are not within the prohibitions of Section
406 of the Employee Retirement Income Security Act of 1974.

         H. In addition to any other limitation by operation of law upon the
scope, meaning, or purpose of this opinion, the opinions expressed herein speak
only as of the date hereof. We have no obligation to advise the recipients of
this opinion (or any third party) and make no undertaking to amend or
supplement such opinions if facts come to our attention or changes in the
current law of the jurisdictions mentioned herein occur which could affect such
opinions the legal analysis, a legal conclusion or any information confirmation
herein.






                                      G-4

<PAGE>   91

         I. This opinion is for the sole benefit of the Lessee, the Guarantor,
the Owner Trustee, the Holders, the Lenders, the Agent, the Arranger and their
respective successors and assigns in matters directly related to the
Participation Agreement or the transaction contemplated thereunder and may not
be relied upon by any other person other than such parties and their respective
successors and assigns without the express written consent of the undersigned.
The opinions expressed in this letter are limited to the matter set forth in
this letter, and no other opinions should be inferred beyond the matters
expressly stated.


                                               Very truly yours,

                                               RAY, QUINNEY & NEBEKER


                                               M. John Ashton



                                      G-5

<PAGE>   92


                               Distribution List


First Union National Bank, as the Agent, a Holder and a Lender

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Holders

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

Catalina Marketing Sales Corporation, as the Lessee

Catalina Marketing Corporation, as the Guarantor

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the Dolphin Realty Trust 1999-1










                                      G-6

<PAGE>   93


                                   EXHIBIT H


                    [Outside Counsel Opinion for the Lessee]
          (Pursuant to Section 5.3(bb) of the Participation Agreement)


                                October 21, 1999


TO THOSE ON THE ATTACHED DISTRIBUTION LIST

         Re: Synthetic Lease Financing Provided in favor of Catalina Marketing
             Sales Corporation

Dear Sirs:

We have acted as special counsel to Catalina Marketing Sales Corporation, a
Delaware corporation (the "Lessee") and Catalina Marketing Corporation, a
Delaware corporation (the "Guarantor") in connection with certain transactions
contemplated by the Participation Agreement dated as of October 21, 1999 (the
"Participation Agreement"), among the Lessee, the Guarantor, First Security
Bank, National Association, as the Owner Trustee (the "Owner Trustee"), the
various banks and other lending institutions which are parties thereto from
time to time, as holders (the "Holders"), the various banks and other lending
institutions which are parties thereto from time to time, as lenders (the
"Lenders") and First Union National Bank, as the agent for the Lenders and
respecting the Security Documents, as the agent for the Lenders and the
Holders, to the extent of their interests (the "Agent"). This opinion is
delivered pursuant to Section 5.3(bb) of the Participation Agreement. All
capitalized terms used herein, and not otherwise defined herein, shall have the
meanings assigned thereto in Appendix A to the Participation Agreement.

In connection with the foregoing, we have examined originals, or copies
certified to our satisfaction, of the Operative Agreements, and such other
corporate, partnership or limited liability company documents and records of
the Credit Parties, certificates of public officials and representatives of the
Credit Parties as to certain factual matters, and such other instruments and
documents which we have deemed necessary or advisable to examine for the
purpose of this opinion. With respect to such examination, we have assumed (i)
the statements of fact made in all such certificates, documents and instruments
are true, accurate and complete; (ii) the due authorization, execution and
delivery of the Operative Agreements by the parties thereto other than the
Credit Parties; (iii) the genuineness of all signatures (other than the
signatures of persons signing on behalf of the Credit Parties), the
authenticity and completeness of all documents, certificates, instruments,
records and corporate records submitted to us as originals and the conformity
to the original instruments of all documents submitted to us as copies, and the
authenticity and completeness of the originals of such copies; (iv) that all
parties other than the Credit Parties have all requisite corporate power and
authority to execute, deliver and perform



                                      H-1

<PAGE>   94

the Operative Agreements; and (v) the enforceability of the Operative
Agreements against all parties thereto other than the Credit Parties and
respecting the opinion set forth below in section (i), First Security Bank,
National Association, individually or as the Owner Trustee, as the case may be.
We have further assumed that the laws of the States of [STATE OF LAWYER'S
ADMISSION] and [GOVERNING LAW OF PARTICIPATION AGREEMENT] are substantively
identical.

Based on the foregoing, and having due regard for such legal considerations as
we deem relevant, and subject to the limitations and assumptions set forth
herein, including without limitation the matters set forth in the last two (2)
paragraphs hereof, we are of the opinion that:

         (a) Each Credit Party is a [CORPORATION, PARTNERSHIP OR LIMITED
LIABILITY COMPANY] duly [INCORPORATED OR ORGANIZED], validly existing and in
good standing under the laws of the state of its ______ and has the power and
authority to conduct its business as presently conducted and to execute,
deliver and perform its obligations under the Operative Agreements to which it
is a party. Each Credit Party is duly qualified to do business in all
jurisdictions in which its failure to so qualify would materially impair its
ability to perform its obligations under the Operative Agreements to which it
is a party or its financial position or its business as now and now proposed to
be conducted.

         (b) The execution, delivery and performance by each Credit Party of
the Operative Agreements to which it is a party have been duly authorized by
all necessary corporate action on the part of each Credit Party and the
Operative Agreements to which each Credit Party is a party have been duly
executed and delivered by each Credit Party.

         (c) The Operative Agreements to which each Credit Party is a party
constitute valid and binding obligations of each Credit Party enforceable
against each Credit Party in accordance with the terms thereof, subject to
bankruptcy, insolvency, liquidation, reorganization, fraudulent conveyance, and
similar laws affecting creditors' rights generally, and general principles of
equity (regardless of whether the application of such principles is considered
in a proceeding in equity or at law).

         (d) The execution and delivery by each Credit Party of the Operative
Agreements to which it is a party and compliance by each Credit Party with all
of the provisions thereof do not and will not (i) contravene the provisions of,
or result in any breach of or constitute any default under, or result in the
creation of any Lien (other than Permitted Liens and Lessor Liens) upon any of
its property under, its [ARTICLES OF INCORPORATION, BY-LAWS, OPERATING
AGREEMENT, PARTNERSHIP AGREEMENT OR OTHER SIMILAR DOCUMENT OF FORMATION] or any
indenture, mortgage, chattel mortgage, deed of trust, lease, conditional sales
contract, bank loan or credit agreement or other agreement or instrument to
which any Credit Party is a party or by which any Credit Party or any property
of any Credit Party may be bound or affected, or (ii) contravene any Laws or
any order of any Governmental Authority applicable to or binding on any Credit
Party.

         (e) No Governmental Action by, and no notice to or filing with, any
Governmental Authority is required for the due execution, delivery or
performance by any Credit Party of any of the Operative Agreements to which any
Credit Party is a party or for the acquisition or ownership of the Property,
except for those which have been obtained.



                                      H-2

<PAGE>   95

         (f) Except as set forth on Schedule 1 hereto, there are no actions,
suits or proceedings pending or to our knowledge, threatened against any Credit
Party in any court or before any Governmental Authority, that concern the
Property or the interest of any Credit Party therein or that question the
validity or enforceability of any Operative Agreement to which any Credit Party
is a party or the overall transaction described in the Operative Agreements to
which any Credit Party is a party.

         (g) Neither the nature of the Property, nor any relationship between
any Credit Party and any other Person, nor any circumstance in connection with
the execution, delivery and performance of the Operative Agreements to which
any Credit Party is a party is such as to require any approval of stockholders
of, or approval or consent of any trustee or holders of indebtedness of, any
Credit Party, except for such approvals and consents which have been duly
obtained and are in full force and effect.

         (h) The Security Documents which have been executed and delivered as
of the date of this opinion create, for the benefit of the Agent, the security
interests in the Collateral described therein which by their terms such
Security Documents purport to create. Upon filing of the UCC-1 financing
statements (attached hereto as Schedule 2) relating to the Security Documents
in the recording offices of (A) the respective county clerk where the principal
place of business of the Lessee is located and (B) the Secretary of State where
the principal place of business of the Lessee is located, the Agent will have a
valid, perfected lien and security interest in that portion of the Collateral
which can be perfected by the filing of UCC-1 financing statements under
Article 9 of the UCC in [IDENTIFY THE STATE].

         (i) The Operative Agreements to which First Security Bank, National
Association, individually or as the Owner Trustee, is a party constitute valid
and binding obligations of such party and are enforceable against First
Security Bank, National Association, individually or as the Owner Trustee, as
the case may be, in accordance with the terms thereof, subject to bankruptcy,
insolvency, liquidation, reorganization, fraudulent conveyance, and similar
laws affecting creditors, rights generally, and general principles of equity
(regardless of whether the application of such principles is considered in a
proceeding in equity or at law).

         (j) The offer, issuance, sale and delivery of the Notes and the offer,
issuance, sale and delivery of the Certificates under the circumstances
contemplated by the Participation Agreement do not, under existing law, require
registration of the Notes or the Certificates being issued on the date hereof
under the Securities Act of 1933, as amended, or the qualification of the Loan
Agreement under the Trust Indenture Act of 1939, as amended.

This opinion is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters stated herein. This opinion is based on
and is limited to the laws of the States of [__________], and the federal laws
of the United States of America. Insofar as the foregoing opinion relates to
matters of law other than the foregoing, no opinion is hereby given.



                                      H-3

<PAGE>   96

This opinion is for the sole benefit of the Lessee, the Guarantor, the Owner
Trustee, the Holders, the Lenders, the Agent, the Arranger and their respective
successors and assigns and may not be relied upon by any other person other
than such parties and their respective successors and assigns without the
express written consent of the undersigned. The opinions expressed herein are
as of the date hereof and we make no undertaking to amend or supplement such
opinions if facts come to our attention or changes in the current law of the
jurisdictions mentioned herein occur which could affect such opinions.


                                               Very truly yours,


                                               [LESSEE'S OUTSIDE COUNSEL]



                                      H-4
<PAGE>   97


                               Distribution List


First Union National Bank, as the Agent, a Holder and a Lender

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Holders

The various banks and other lending institutions which are parties to the
Participation Agreement from time to time, as additional Lenders

Catalina Marketing Sales Corporation, as the Lessee

Catalina Marketing Corporation, as the Guarantor

First Security Bank, National Association, not individually, but solely as the
Owner Trustee under the Dolphin Realty Trust 1999-1










                                      H-5

<PAGE>   98


                                   Schedule 1

                                  (Litigation)











                                      H-6

<PAGE>   99


                                   Schedule 2


                          (UCC-1 Financing Statements)











                                      H-7

<PAGE>   100


                                   EXHIBIT I


                            [INTENTIONALLY RESERVED]











                                      I-1

<PAGE>   101


                                   EXHIBIT J


          (Pursuant to Section 6.2(d) of the Participation Agreement)

                    OUTSTANDING MAJOR LITIGATION AND CLAIMS
                               (as of 21 Oct 99)


INTER*ACT SYSTEMS, INC. VS. CATALINA MARKETING CORPORATION;
       CATALINA MARKETING INTERNATIONAL, INC. VS. INTER*ACT SYSTEMS INC., et al
                Civil Case No. 3:96cv274(AWT), US District Court, CT (Hartford)
                Civil Case No. 3:98cv422(AWT), US District Court, CT (Hartford)
Matter: (Alleged infringement: by CMC of the Murphy Patent; and
                               by Inter*Act of the Off '868 Patent; and
                               by Inter*Act of the Lemon Patent)

INTER*ACT SYSTEMS, INC. VS. CATALINA MARKETING CORPORATION
                Civil Case No. 3:98cv988(AWT), US District Court, CT (Hartford)
Matter: (Alleged infringement: by CMC of the Deaton Patents)

CATALINA MARKETING INTERNATIONAL, INC. VS. CREDIT VERIFICATION CORPORATION
                Civil Action No. 98-4135-SAC,,  US District Court, KS (Topeka)
Matter: (Alleged infringement: by CVC of CMC patent - Off '868
        (Counterclaim by CVC to declare the Off `868 patent invalid)

COOLSAVINGS.COM, INC. VS. CATALINA MARKETING CORPORATION
                Case No. 98C-6668 (Judge Grady, Magistrate Nolan), US District
                   Court, IL
Matter: (Alleged infringement: by CMC of "Golden Patent, '648)

SOCIETE ORANGINA FRANCE S.A. VS. CATALINA MARKETING FRANCE S.A.; COCA-COLA
       BEVERAGES S.A.; SOGEC S.A.
                Appellate Court of Lyon [France]
Matter: (alleged unfair competition from CMF coupon system)

INFOMIL SARL VS. CATALINA MARKETING CORP. AND CATALINA MARKETING FRANCE, S.A.
                (Le Tribunal de Grande Instance de Paris [France])
Matter: (to declare CMC European patent in France INvalid)



                                      J-1

<PAGE>   102


USPTO INTERFERENCE

Matter: (Effort to have Catalina Checkout Direct patent issue, and conflicting
Deaton patents declared invalid)











                                      J-2

<PAGE>   103

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

                                   Appendix A
                         Rules of Usage and Definitions

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

                               I. Rules of Usage


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

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

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

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

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

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

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

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

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



                                Appendix A - 1

<PAGE>   104

         (i) References herein to "attorney's fees", "legal fees", "costs of
counsel" or other such references shall be deemed to include the allocated cost
of in-house counsel.

         (j) Each of the parties to the Operative Agreements and their counsel
have reviewed and revised, or requested revisions to, the Operative Agreements,
and the usual rule of construction that any ambiguities are to be resolved
against the drafting party shall be inapplicable in the construction and
interpretation of the Operative Agreements and any amendments or exhibits
thereto.

         (k) Capitalized terms used in any Operative Agreements which are not
defined in this Appendix A but are defined in another Operative Agreement shall
have the meaning so ascribed to such term in the applicable Operative
Agreement.

                                II. Definitions

         "ABR" shall mean, for any day, a rate per annum equal to the greater
of (a) the Prime Lending Rate in effect on such day, and (b) one-half of one
percent (0.5%) plus the Federal Funds Effective Rate in effect on such day. For
purposes hereof: "Prime Lending Rate" shall mean the rate which the Agent
announces from time to time as its prime lending rate as in effect from time to
time. The Prime Lending Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer. Any Lender
may make commercial loans or other loans at rates of interest at, above or
below the Prime Lending Rate. The Prime Lending Rate shall change automatically
and without notice from time to time as and when the prime lending rate of the
Agent changes. "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate per annum equal for each day during such period to
the weighted average of the rates on overnight Federal funds transactions with
members or the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of
the quotations for such day on such transactions received by the Agent from
three (3) Federal funds brokers of recognized standing selected by it. Any
change in the ABR due to a change in the Prime Lending Rate or the Federal
Funds Effective Rate shall be effective as of the opening of business on the
effective day of such change in the Prime Lending Rate or the Federal Funds
Effective Rate, respectively.

         "ABR Holder Advance" shall mean a Holder Advance bearing a Holder
Yield based on the ABR.

         "ABR Loans" shall mean Loans the rate of interest applicable to which
is based upon the ABR.

         "Acceleration" shall have the meaning given to such term in Section 6
of the Credit Agreement.



                                Appendix A - 2

<PAGE>   105

         "Accounts" shall have the meaning given to such term in Section 1 of
the Security Agreement.

         "Additional Incorporated Terms" shall have the meaning given to such
term in Section 28.1 of the Lease.

         "Advance" shall mean the Loans and/or Holder Advances extended on the
Property Closing Date.

         "Affiliate" shall mean, with respect to any Person, any Person or
group acting in concert in respect of the Person in question that, directly or
indirectly, controls or is controlled by or is under common control with such
Person.

         "After Tax Basis" shall mean, with respect to any payment to be
received, the amount of such payment increased so that, after deduction of the
amount of all taxes required to be paid by the recipient calculated at the then
maximum marginal rates generally applicable to Persons of the same type as the
recipients with respect to the receipt by the recipient of such amounts (less
any tax savings realized as a result of the payment of the indemnified amount),
such increased payment (as so reduced) is equal to the payment otherwise
required to be made.

         "Agent" shall mean First Union National Bank, as agent for the Lenders
pursuant to the Credit Agreement, or any successor agent appointed in
accordance with the terms of the Credit Agreement and respecting the Security
Documents, for the Lenders and the Holders, to the extent of their interests.

         "Applicable Percentage" shall mean for Eurodollar Loans and Eurodollar
Holder Advances, the appropriate applicable percentages corresponding to the
Consolidated Leverage Ratio in effect as of the most recent Calculation Date as
shown below:

<TABLE>
<CAPTION>

                                                         Applicable      Applicable
                                                         Percentage    Percentage for
                                                             for         Eurodollar
              Pricing            Consolidated            Eurodollar        Holder
              Level             Leverage Ratio              Loans         Advances
              -----------------------------------------------------------------------
              <S>               <C>                      <C>           <C>
              Level I               < 0.75                   0.50%          1.25%
              Level II          > = 0.75 < 1.5               0.75%          1.50%
              Level III         > = 1.5 < 2.25               1.00%          1.75%
              Level IV          > = 2.25 < 2.75              1.25%          2.00%
              Level V              > = 2.75                 1.625%          2.375%
</TABLE>

         The Applicable Percentage for Eurodollar Loans and Eurodollar Holder
Advances shall, in each case, be determined and adjusted quarterly on the first
day of each fiscal quarter of the Guarantor (each a "Calculation Date");
provided, however, that (i) the initial Applicable Percentage, in each case,
shall be based on Pricing Level I (as shown above) and shall remain at Pricing
Level I until the occurrence of the Calculation Date relating to the second
fiscal quarter



                                Appendix A - 3

<PAGE>   106

of the Lessee occurring in fiscal year 1999 and, thereafter, the Pricing Level
shall be determined by the then current Consolidated Leverage Ratio, and (ii)
if the Lessee fails to provide the written notice required by Section 8.3(k) of
the Participation Agreement to the Agent on or before the most recent
Calculation Date, the Applicable Percentage, in each case, from such
Calculation Date shall be based on Pricing Level V until such time that such
written notice is provided whereupon the Pricing Level shall be determined by
the then current Consolidated Leverage Ratio as specified in such notice. Each
Applicable Percentage shall be effective from one Calculation Date until the
next Calculation Date. Any adjustment in the Applicable Percentage shall be
applicable to all existing Eurodollar Loans and Eurodollar Holder Advances as
well as any new Eurodollar Loans and Eurodollar Holder Advances made or issued.

         "Appraisal" shall mean, with respect to the Property, an appraisal to
be delivered in connection with the Participation Agreement or in accordance
with the terms of the Lease, in each case prepared by a reputable appraiser
reasonably acceptable to the Agent, which in the judgment of counsel to the
Agent, complies with all of the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as amended, the rules and
regulations adopted pursuant thereto, and all other applicable Legal
Requirements.

         "Appraisal Procedure" shall have the meaning given such term in
Section 22.4 of the Lease.

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

         "Assignment and Acceptance" shall mean the Assignment and Acceptance
in the form attached to the Credit Agreement as Exhibit B.

         "Available Commitment" shall mean, as to any Lender at any time, an
amount equal to the excess, if any, of (a) the amount of such Lender's
Commitment over (b) the aggregate outstanding principal amount of all Loans
made by such Lender as of such date.

         "Available Holder Commitments" shall mean an amount equal to the
excess, if any, of (a) the aggregate amount of the Holder Commitments over (b)
the aggregate outstanding amount of the Holder Advances made since the Closing
Date.

         "Bankruptcy Code" shall mean Title 11 of the U. S. Code entitled
"Bankruptcy," as now or hereafter in effect or any successor thereto.

         "Basic Documents" shall mean the following: the Participation
Agreement, the Trust Agreement, the Certificates, the Credit Agreement, the
Notes, the Lease and the Security Agreement.



                                Appendix A - 4

<PAGE>   107

         "Basic Rent" shall mean, the sum of (a) the scheduled interest due on
the Loans on any Scheduled Interest Payment Date pursuant to the Credit
Agreement, but not including any overdue amounts under Section 2.8(b) of the
Credit Agreement or otherwise and (b) the scheduled Holder Yield due on the
Holder Advances on any Scheduled Interest Payment Date pursuant to the Trust
Agreement but not including interest on overdue amounts under the Trust
Agreement or otherwise, each calculated as of the applicable date on which
Basic Rent is due.

         "Basic Term" shall have the meaning specified in Section 2.2 of the
Lease.

         "Basic Term Commencement Date" shall have the meaning specified in
Section 2.2 of the Lease.

         "Basic Term Expiration Date" shall have the meaning specified in
Section 2.2 of the Lease.

         "Benefited Lender" shall have the meaning specified in Section 9.10(a)
of the Credit Agreement.

         "Bill of Sale" shall mean a Bill of Sale regarding Equipment in form
and substance satisfactory to the Agent.

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

         "Borrower" shall mean the Owner Trustee, not in its individual
capacity, but as Borrower under the Credit Agreement.

         "Borrowing Date" shall mean any Business Day specified in a notice
delivered pursuant to Section 2.2(b) of the Credit Agreement as a date on which
the Lessor requests the Lenders to make Loans thereunder.

         "Business Day" shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in North Carolina or any other states from which
the Agent, any Lender or any Holder funds or engages in administrative
activities with respect to the transactions under the Operative Agreements are
authorized or required by law to close; provided, however, that when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

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

         "Capital Stock" shall mean any nonredeemable capital stock of any
Credit Party or any of its Subsidiaries, whether common or preferred.



                                Appendix A - 5

<PAGE>   108

         "Capitalized Lease" shall mean, as applied to any Person, any lease of
property (whether real, personal, tangible, intangible or mixed of such Person)
by such Person as the lessee which would be capitalized on a balance sheet of
such Person prepared in accordance with GAAP.

         "Casualty" shall mean any damage or destruction of all or any portion
of the Property as a result of a fire or other casualty.

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

         "Certificate" shall mean a Certificate in favor of each Holder issued
pursuant to the terms and conditions of the Trust Agreement in favor of each
Holder.

         "Chattel Paper" shall have the meaning given to such term in Section 1
of the Security Agreement.

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

         "Closing Date" shall mean October 21, 1999.

         "Code" shall mean the Internal Revenue Code of 1986 together with
rules and regulations promulgated thereunder, as amended from time to time, or
any successor statute thereto.

         "Collateral" shall mean all assets of the Lessor, and the Lessee, now
owned or hereafter acquired, upon which a Lien is purported to be created by
one or more of the Security Documents.

         "Commitment Period" shall mean the period from and including the
Closing Date to and including the Property Closing Date.

         "Company Obligations" shall mean the obligations of the Lessee, in any
and all capacities, under and with respect to the Operative Agreements and each
Property.

         "Condemnation" shall mean any taking or sale of the use, access,
occupancy, easement rights or title to the Property or any part thereof, wholly
or partially (temporarily or permanently), by or on account of any actual or
threatened eminent domain proceeding or other taking of action by any Person
having the power of eminent domain, including without limitation an action by a
Governmental Authority to change the grade of, or widen the streets adjacent
to, the Property or alter the pedestrian or vehicular traffic flow to the
Property so as to result in a change in access to such Property, or by or on
account of an eviction by paramount title or any transfer made in lieu of any
such proceeding or action.



                                Appendix A - 6

<PAGE>   109

         "Consistent Basis" in reference to the application of GAAP means the
accounting principles observed in the period referred to are comparable in all
material respects to those applied in the preparation of the audited financial
statements of the Guarantor and its Subsidiaries referred to in Section 7.6(a)
of the Lessee Credit Agreement.

         "Consolidated EBITDA" means, with respect to the Guarantor and its
Subsidiaries for any Four-Quarter Period ending on the date of computation
thereof, the sum of, without duplication, (i) Consolidated Net Income
(excluding (a) non-cash restructuring charges incurred in the fourth fiscal
quarter of 1997 in the amount of $1,430,000 in connection with discontinuance
of operations of Catalina Electronic Clearing Services Inc. and (b) non-cash
charges associated with investments in an aggregate amount net of tax benefits
not to exceed $4,000,000 during the term of the Lessee Credit Agreement), (ii)
Consolidated Interest Expense, (iii) taxes on income, (iv) amortization, and
(v) depreciation minus minority interest in losses of Subsidiaries or plus
minority interest in profits of Subsidiaries, all determined on a consolidated
basis in accordance with GAAP applied on a Consistent Basis.

         "Consolidated Funded Indebtedness" means, without duplication, all
Indebtedness for Money Borrowed and all Guaranties of the Guarantor and its
Subsidiaries, all determined on a consolidated basis.

         "Consolidated Interest Expense" means, with respect to any period of
computation thereof, the gross interest expense of the Guarantor and its
Subsidiaries, including without limitation (i) the current amortized portion of
debt discounts to the extent included in gross interest expense, (ii) the
current amortized portion of all fees (including fees payable in respect of any
Swap Agreement) payable in connection with the incurrence of Indebtedness to
the extent included in gross interest expense and (iii) the portion of any
payments made in connection with Capital Leases allocable to interest expense,
all determined on a consolidated basis in accordance with GAAP applied on a
Consistent Basis.

         "Consolidated Leverage Ratio" means, as of the date of computation
thereof, the ratio of (i) the sum of (without duplication) Consolidated Funded
Indebtedness (determined as at such date) to (ii) Consolidated EBITDA (for the
Four-Quarter Period ending on (or most recently ended prior to) such date).

         "Consolidated Net Income" means, for any period of computation
thereof, the gross revenues from operations of the Guarantor and its
Subsidiaries (excluding payments received by the Lessee and its Subsidiaries of
(a) interest income, and (b) dividends and distributions made in the ordinary
course of their businesses by Persons in which investment is permitted pursuant
to the Lessee Credit Agreement and not related to an extraordinary event), less
all operating and non-operating expenses of the Guarantor and its Subsidiaries
including taxes on income, all determined on a consolidated basis in accordance
with GAAP applied on a Consistent Basis; but excluding as income: (i) net gains
or losses on the sale, conversion or other disposition of capital assets, (ii)
net gains or losses on the acquisition, retirement, sale or other disposition
of capital stock and other securities of the Guarantor or its Subsidiaries,
(iii) net gains or losses on the collection of proceeds of life insurance
policies, (iv) any write-up of any asset, and (v) any other



                                Appendix A - 7

<PAGE>   110

net gain or loss or credit of an extraordinary nature as determined in
accordance with GAAP applied on a Consistent Basis.

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

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

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

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

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

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

         "Controlled Group" shall mean all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Credit Party, are treated as a single
employer under Section 414 of the Code.

         "Co-Owner Trustee" shall have the meaning specified in Section 9.2 of
the Trust Agreement.

         "Credit Agreement" shall mean the Credit Agreement, dated on or about
the Closing Date, among the Lessor, the Agent and the Lenders, as specified
therein.

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



                                Appendix A - 8

<PAGE>   111

         "Credit Agreement Event of Default" shall mean any event or condition
defined as an "Event of Default" in Section 6 of the Credit Agreement.

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

         "Credit Parties" shall mean the Lessee and the Guarantor.

         "Deed" shall mean a warranty deed regarding the Land and/or
Improvements in form and substance satisfactory to the Agent.

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

         "Defaulting Holder" shall have the meaning given to such term in
Section 12.4 of the Participation Agreement.

         "Defaulting Lender" shall have the meaning given to such term in
Section 12.4 of the Participation Agreement.

         "Deficiency Balance" shall have the meaning given in Section 22.1(b)
of the Lease Agreement.

         "Documents" shall have the meaning given to such term in Section 1 of
the Security Agreement.

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

         "Dolphin Realty Trust 1999-1" shall mean the grantor trust created
pursuant to the terms and conditions of the Trust Agreement.

         "Early Termination Amount" shall have the meaning given to such term
in Section 5.11 of the Participation Agreement.

         "Early Termination Date" shall have the meaning given to such term in
Section 5.11 of the Participation Agreement.

         "Election Notice" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Eligible Assignee" shall mean (i) a Lender or a Holder, as the case
may be; (ii) an Affiliate of a Lender or a Holder, as the case may be; and
(iii) any other Person approved by the Agent and, unless an Event of Default
has occurred and is continuing at the time any assignment is effected in
accordance with the Operative Agreements, the Lessee, such approval not to be
unreasonably withheld or delayed by the Lessee and such approval to be deemed
given by the Lessee if no objection is received by the assigning Lender or
Holder and the Agent from the



                                Appendix A - 9

<PAGE>   112

Lessee within two Business Days after notice of such proposed assignment has
been provided by the assigning Lender or Holder to the Lessee; provided,
however, that neither the Lessee nor an Affiliate of the Lessee shall qualify
as an Eligible Assignee.

         "Employee Benefit Plan" or "Plan" shall mean an employee benefit plan
(within the meaning of Section 3(3) of ERISA, including without limitation any
Multiemployer Plan), or any "plan" as defined in Section 4975(e)(1) of the Code
and as interpreted by the Internal Revenue Service and the Department of Labor
in rules, regulations, releases or bulletins in effect on the Closing Date.

         "Environmental Claims" shall mean any investigation, notice,
violation, demand, allegation, action, suit, injunction, judgment, order,
consent decree, penalty, fine, lien, proceeding, or claim (whether
administrative, judicial, or private in nature) arising (a) pursuant to, or in
connection with, an actual or alleged violation of, any Environmental Law, (b)
in connection with any Hazardous Substance, (c) from any abatement, removal,
remedial, corrective, or other response action in connection with a Hazardous
Substance, Environmental Law, or other order of a Tribunal or (d) from any
actual or alleged damage, injury, threat, or harm to health, safety, natural
resources, or the environment.

         "Environmental Laws" shall mean any Law, permit, consent, approval,
license, award, or other authorization or requirement of any Tribunal relating
to emissions, discharges, releases, threatened releases of any Hazardous
Substance into ambient air, surface water, ground water, publicly owned
treatment works, septic system, or land, or otherwise relating to the handling,
storage, treatment, generation, use, or disposal of Hazardous Substances,
pollution or to the protection of health or the environment, including without
limitation CERCLA, the Resource Conservation and Recovery Act, 42 U.S.C. ss.
6901, et seq., and state statutes analogous thereto.

         "Environmental Violation" shall mean any activity, occurrence or
condition that violates or threatens (if the threat requires remediation under
any Environmental Law and is not remediated during any grace period allowed
under such Environmental Law) to violate or results in or threatens (if the
threat requires remediation under any Environmental Law and is not remediated
during any grace period allowed under such Environmental Law) to result in
noncompliance with any Environmental Law.

         "Equipment" shall mean equipment, apparatus, furnishings, fittings and
personal property of every kind and nature whatsoever purchased, leased or
otherwise acquired using the proceeds of the Loans or the Holder Advances by
the Lessee or the Lessor and all improvements and modifications thereto and
replacements thereof, whether or not now owned or hereafter acquired or now or
subsequently attached to, contained in or used or usable in any way in
connection with any operation of any Improvements, including but without
limiting the generality of the foregoing, all equipment described in the
Appraisal including without limitation all heating, electrical, and mechanical
equipment, lighting, switchboards, plumbing, ventilation, air conditioning and
air-cooling apparatus, refrigerating, and incinerating equipment, escalators,
elevators, loading and unloading equipment and systems, cleaning systems
(including without limitation window cleaning apparatus), telephones,
communication systems (including without limitation satellite dishes and
antennae), televisions, computers, sprinkler systems and other fire



                                Appendix A - 10

<PAGE>   113

prevention and extinguishing apparatus and materials, security systems, motors,
engines, machinery, pipes, pumps, tanks, conduits, appliances, fittings and
fixtures of every kind and description.

         "Equipment Schedule" shall mean (a) each Equipment Schedule attached
to the applicable Requisition and (b) each Equipment Schedule attached to the
applicable Lease Supplement.

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

         "ERISA Affiliate" shall mean each entity required to be aggregated
with the Lessee pursuant to the requirements of Section 414(b) or (c) of the
Code.

         "Eurocurrency Reserve Requirements" shall mean for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal) of reserve requirements in effect on such day
(including without limitation basic, supplemental, marginal and emergency
reserves under any regulations of the Board or other Governmental Authority
having jurisdiction with respect thereto) dealing with reserve requirements
prescribed on eurocurrency funding (currently referred to as "Eurocurrency
liabilities" in Regulation D) maintained by a member bank of the Federal
Reserve System.

         "Eurodollar Holder Advance" shall mean a Holder Advance bearing a
Holder Yield based on the Eurodollar Rate.

         "Eurodollar Loans" shall mean Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

         "Eurodollar Rate" means, for any Eurodollar Loan or Eurodollar Holder
Advance comprising part of the same borrowing or advance (including without
limitation conversions, extensions and renewals), for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "Eurodollar Rate" shall mean, for any
Eurodollar Loan or Eurodollar Holder Advance for any Interest Period therefor,
the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
appearing on Reuters Screen LIBO Page as the London interbank offered rate for
deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term comparable to such
Interest Period; provided, however, if more than one rate is specified on
Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of
all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). As
used herein, "Reuters Screen LIBO Page" means the display designated as page
"LIBO" on the Reuters Monitor Money Rates Service (or such other page as may
replace the LIBO page on that service for the purpose of displaying London
interbank offered rates of major banks) ("RMMRS"). In the event the RMMRS is
not then quoting such offered rates, "Eurodollar Rate" shall mean for the
Interest Period for each Eurodollar Loan or



                                Appendix A - 11

<PAGE>   114

Eurodollar Holder Advance comprising part of the same borrowing or advance
(including without limitation conversions, extensions and renewals), the
average (rounded upward to the nearest one sixteenth (1/16) of one percent
(1%)) per annum rate of interest determined by the office of the Agent (each
such determination to be conclusive and binding) as of two (2) Business Days
prior to the first day of such Interest Period, as the effective rate at which
deposits in immediately available funds in U.S. dollars are being, have been,
or would be offered or quoted by the Agent to major banks in the applicable
interbank market for Eurodollar deposits at any time during the Business Day
which is the second Business Day immediately preceding the first day of such
Interest Period, for a term comparable to such Interest Period and in the
amount of the requested Eurodollar Loan and/or Eurodollar Holder Advance. If no
such offers or quotes are generally available for such amount, then the Agent
shall be entitled to determine the Eurodollar Rate by estimating in its
reasonable judgment the per annum rate (as described above) that would be
applicable if such quote or offers were generally available.

         "Event of Default" shall mean a Lease Event of Default or a Credit
Agreement Event of Default.

         "Excepted Payments" shall mean: (a) all indemnity payments (including
without limitation indemnity payments made pursuant to Section 11 of the
Participation Agreement), whether made by adjustment to Basic Rent or
otherwise, to which the Owner Trustee, any Holder or any of their respective
Affiliates, agents, officers, directors or employees is entitled;

                  (b) any amounts (other than Basic Rent or Termination Value)
         payable under any Operative Agreement to reimburse the Owner Trustee,
         any Holder or any of their respective Affiliates (including without
         limitation the reasonable expenses of the Owner Trustee, the Trust
         Company and the Holders incurred in connection with any such payment)
         for performing or complying with any of the obligations of any Credit
         Party under and as permitted by any Operative Agreement;

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

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

                  (e) any insurance proceeds under policies maintained by the
         Owner Trustee or any Holder;

                  (f) Transaction Expenses or other amounts, fees,
         disbursements or expenses paid or payable to or for the benefit of the
         Owner Trustee or any Holder;

                  (g) all right, title and interest of any Holder or the Owner
         Trustee to the Property or any portion thereof or any other property
         to the extent any of the foregoing



                                Appendix A - 12

<PAGE>   115

         has been released from the Liens of the Security Documents and the
         Lease pursuant to the terms thereof;

                  (h) upon termination of the Credit Agreement pursuant to the
         terms thereof, all remaining property covered by the Lease or Security
         Documents;

                  (i) all payments in respect of the Holder Yield;

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

                  (k) any rights of either the Owner Trustee or the Trust
         Company to demand, collect, sue for or otherwise receive and enforce
         payment of any of the foregoing amounts, provided that such rights
         shall not include the right to terminate the Lease.

         "Excess Proceeds" shall mean the excess, if any, of the aggregate of
all awards, compensation or insurance proceeds payable in connection with a
Casualty or Condemnation over the Termination Value paid by the Lessee pursuant
to the Lease with respect to such Casualty or Condemnation.

         "Excluded Taxes" shall have the meaning given to such term in Section
11.2(b) of the Participation Agreement.

         "Exculpated Persons" shall mean the Trust Company (except with respect
to the representations and warranties and the other obligations of the Trust
Company pursuant to the Operative Agreements expressly undertaken in its
individual capacity, including without limitation the representations and
warranties of the Trust Company pursuant to Section 6.1 of the Participation
Agreement, the obligations of the Trust Company pursuant to Section 8.2 of the
Participation Agreement and the obligations of the Trust Company pursuant to
the Trust Agreement), the Holders (except with respect to the obligations of
the Holders pursuant to the Participation Agreement and the Trust Agreement
expressly undertaken in their respective individual capacities) and the Owner
Trustee, their officers, directors, shareholders, partners and members.

         "Exempt Payments" shall have the meaning specified in Section 11.2(e)
of the Participation Agreement.

         "Expiration Date" shall mean either (a) the Basic Term Expiration Date
or (b) the last day of the applicable Renewal Term; provided, in no event shall
the Expiration Date be later than the annual anniversary of the Closing Date
occurring in the year 2020, unless such later date has been expressly agreed to
in writing by each of the Lessor, the Lessee, the Agent, the Lenders and the
Holders.

         "Fair Market Sales Value" shall mean, with respect to the Property,
the amount, which in any event, shall not be less than zero (0), that would be
paid in cash in an arms-length transaction between an informed and willing
purchaser and an informed and willing seller, neither of whom



                                Appendix A - 13

<PAGE>   116

is under any compulsion to purchase or sell, respectively, such Property. Fair
Market Sales Value of the Property shall be determined based on the assumption
that, except for purposes of Section 17 of the Lease, such Property is in the
condition and state of repair required under Section 10.1 of the Lease and each
Credit Party is in compliance with the other requirements of the Operative
Agreements.

         "Federal Funds Effective Rate" shall have the meaning given to such
term in the definition of ABR.

         "Financing Parties" shall mean the Lessor, the Owner Trustee, in its
trust capacity, the Agent, the Holders and the Lenders.

         "Fixtures" shall mean all fixtures relating to the Improvements,
including without limitation all components thereof, located in or on the
Improvements, together with all replacements, modifications, alterations and
additions thereto.

         "Force Majeure Event" shall mean any event beyond the control of the
Lessee, other than a Casualty or Condemnation, including without limitation
strikes or lockouts (but only when the Lessee is legally prevented from
securing replacement labor or materials as a result thereof), adverse soil
conditions, acts of God, adverse weather conditions, inability to obtain labor
or materials after all possible efforts have been expended by the Lessee,
governmental activities, civil commotion and enemy action; but excluding any
event, cause or condition that results from the Lessee's financial condition.

         "Form 1001" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

         "Form 4224" shall have the meaning specified in Section 11.2(e) of the
Participation Agreement.

         "Four-Quarter Period" means a period of four full consecutive fiscal
quarters of the Lessee and its Subsidiaries, taken together as one accounting
period.

         "GAAP" or "Generally Accepted Accounting Principles" means generally
accepted accounting principles, being those principles of accounting set forth
in pronouncements of the Financial Accounting Standards Board, the American
Institute of Certified Public Accountants or which have other substantial
authoritative support and are applicable in the circumstances as of the date of
a report.

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



                                Appendix A - 14

<PAGE>   117

         "Governmental Authority" shall mean 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.

         "Guaranties" means all obligations of the Guarantor or any of its
Subsidiaries directly or indirectly, or in effect, guaranteeing, any
Indebtedness or other obligation to pay money of any other Person.

         "Guarantor" shall mean Catalina Marketing Corporation, a Delaware
corporation.

         "Hazardous Substance" shall mean any of the following: (a) any
petroleum or petroleum product, explosives, radioactive materials, asbestos,
formaldehyde, polychlorinated biphenyls, lead and radon gas; (b) 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 determined in accordance with
any Environmental Law; or (c) 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.

         "Holder Advance" shall mean any advance made by any Holder to the
Owner Trustee pursuant to the terms of the Trust Agreement or the Participation
Agreement.

         "Holder Amount" shall mean as of any date, the aggregate amount of
Holder Advances made by each Holder to the Trust Estate pursuant to Section 2
of the Participation Agreement and Section 3.1 of the Trust Agreement less any
payments of any Holder Advances received by the Holders pursuant to Section 3.4
of the Trust Agreement.

         "Holder Commitments" shall mean $780,000, as such amount may be
increased or reduced from time to time in accordance with the provisions of the
Operative Agreements; provided, if there shall be more than one (1) Holder, the
Holder Commitment of each Holder shall be as set forth in Schedule I to the
Trust Agreement as such Schedule I may be amended and replaced from time to
time.

         "Holder Overdue Rate" shall mean the lesser of (a) the then current
rate of Holder Yield respecting the particular amount in question plus two
percent (2%) and (b) the highest rate permitted by applicable law.

         "Holder Property Cost" shall mean with respect to a Property an amount
equal to the outstanding Holder Advances with respect thereto.

         "Holder Unused Fee" shall have the meaning given to such term in
Section 7.4 of the Participation Agreement.



                                Appendix A - 15

<PAGE>   118

         "Holder Yield" shall mean with respect to Holder Advances from time to
time either the Eurodollar Rate plus the Applicable Percentage or the ABR as
elected by the Owner Trustee from time to time with respect to such Holder
Advances in accordance with the terms of the Trust Agreement; provided,
however, (a) upon delivery of the notice described in Section 3.7(c) of the
Trust Agreement, the outstanding Holder Advances of each Holder shall bear a
yield at the ABR applicable from time to time from and after the dates and
during the periods specified in Section 3.7(c) of the Trust Agreement, and (b)
upon the delivery by a Holder of the notice described in Section 11.3(f) of the
Participation Agreement, the Holder Advances of such Holder shall bear a yield
at the ABR plus the Applicable Percentage applicable from time to time after
the dates and during the periods specified in Section 11.3(f) of the
Participation Agreement.

         "Holders" shall mean First Union National Bank and shall include the
other banks and financial institutions which may be from time to time holders
of Certificates in connection with the Dolphin Realty Trust 1999-1.

         "Impositions" shall mean any and all liabilities, losses, expenses,
costs, charges and Liens of any kind whatsoever for fees, taxes, levies,
imposts, duties, charges, assessments or withholdings ("Taxes") including but
not limited to (i) real and personal property taxes, including without
limitation personal property taxes on the Property covered by the 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)
excise taxes; (iv) real estate transfer taxes, conveyance taxes, stamp taxes
and documentary recording taxes and fees; (v) taxes that are or are in the
nature of franchise, income, value added, privilege and doing business taxes,
license and registration fees; (vi) assessments on the Property, including
without limitation all assessments for public Improvements or benefits, whether
or not such improvements are commenced or completed within the Term; and (vii)
taxes, Liens, assessments or charges asserted, imposed or assessed by the PBGC
or any governmental authority succeeding to or performing functions similar to,
the PBGC; and in each case all interest, additions to tax and penalties
thereon, which at any time prior to, during or with respect to the Term or in
respect of any period for which the Lessee shall be obligated to pay
Supplemental Rent, may be levied, assessed or imposed by any Governmental
Authority upon or with respect to (a) the Property or any part thereof or
interest therein; (b) the leasing, financing, refinancing, substitution,
subleasing, assignment, control, condition, occupancy, servicing, maintenance,
repair, ownership, possession, activity conducted on, delivery, insuring, use,
operation, improvement, sale, transfer of title, return or other disposition of
such Property or any part thereof or interest therein; (c) the Notes, other
indebtedness with respect to the Property, or the Certificates, or any part
thereof or interest therein; (d) the rentals, receipts or earnings arising from
the Property or any part thereof or interest therein; (e) the Operative
Agreements, the performance thereof, 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 relating to the acquisition or delivery of the Improvements or
any part thereof or interest therein; (h) the issuance of the Notes or the
Certificates; (i) the Owner Trustee, the Trust or the Trust Estate; or (j)
otherwise in connection with the transactions contemplated by the Operative
Agreements.



                                Appendix A - 16
<PAGE>   119

         "Improvements" shall mean, with respect to the construction,
renovations and/or Modifications on any Land, all buildings, structures,
Fixtures, and other improvements of every kind existing at any time and from
time to time on or under the Land purchased or otherwise acquired using the
proceeds of the Loans or the Holder Advances, together with any and all
appurtenances to such buildings, structures or improvements, including without
limitation sidewalks, utility pipes, conduits and lines, parking areas and
roadways, and including without limitation all Modifications and other
additions to or changes in the Improvements at any time, including without
limitation any Improvements existing as of the Property Closing Date as such
Improvements may be referenced on the applicable Requisition.

         "Incorporated Covenants" shall have the meaning given to such term in
Section 28.1 of the Lease.

         "Incorporated Representations and Warranties" shall have the meaning
given to such term in Section 28.1 of the Lease.

         "Indebtedness" means with respect to any Person, without duplication,
all Indebtedness for Money Borrowed, all indebtedness of such Person for the
acquisition of property or arising under Rate Hedging Obligations, all
indebtedness secured by any Lien on the property of such Person whether or not
such indebtedness is assumed, all liability of such Person by way of
endorsements (other than for collection or deposit in the ordinary course of
business), all Contingent Obligations, all Guaranties, that portion of
obligations with respect to Capital Leases and other items which in accordance
with GAAP is required to be classified as a liability on a balance sheet; but
excluding all accounts payable in the ordinary course of business so long as
payment therefor is due within one year; provided that in no event shall the
term Indebtedness include surplus and retained earnings, lease obligations
(other than pursuant to Capital Leases), reserves for deferred income taxes and
investment credits, other deferred credits or reserves.

         "Indebtedness for Money Borrowed" means with respect to any Person,
without duplication, all indebtedness in respect of money borrowed, including
without limitation all Capital Leases and the deferred purchase price of any
property or asset, evidenced by a promissory note, bond, debenture or similar
written obligation for the payment of money (including conditional sales or
similar title retention agreements), other than trade payables incurred in the
ordinary course of business.

         "Indemnified Person" shall mean the Lessor, the Owner Trustee, in its
individual and its trust capacity, the Trust, the Trust Company, the Agent, the
Holders, the Lenders and their respective successors, assigns, directors,
shareholders, partners, officers, employees, agents and Affiliates.

         "Indemnity Provider" shall mean, respecting the Property, the Lessee.

         "Instruments" shall have the meaning given to such term in Section 1
of the Security Agreement.



                                Appendix A - 17

<PAGE>   120

         "Insurance Requirements" shall mean all terms and conditions of any
insurance policy either required by the Lease to be maintained by the Lessee,
and all requirements of the issuer of any such policy and, regarding self
insurance, any other requirements of the Lessee.

         "Interest Period" shall mean as to any Eurodollar Loan or Eurodollar
Holder Advance (i) with respect to the initial Interest Period, the period
beginning on the date of the first Eurodollar Loan and Eurodollar Holder
Advance and ending one (1) month, two (2) months, three (3) months or (to the
extent available to all Lenders and all Holders) six (6) months thereafter, as
selected by the Lessor (in the case of a Eurodollar Loan) or the Owner Trustee
(in the case of a Eurodollar Holder Advance) in its applicable notice given
with respect thereto and (ii) thereafter, each period commencing on the last
day of the next preceding Interest Period applicable to such Eurodollar Loan or
Eurodollar Holder Advance and ending one (1) month, two (2) months, three (3)
months or (to the extent available to all Lenders and all Holders) six (6)
months thereafter, as selected by the Lessor by irrevocable notice to the Agent
(in the case of a Eurodollar Loan) or by the Owner Trustee (in the case of a
Eurodollar Holder Advance) in each case not less than three (3) Business Days
prior to the last day of the then current Interest Period with respect thereto;
provided, however, that all of the foregoing provisions relating to Interest
Periods are subject to the following: (A) if any Interest Period would end on a
day which is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day (except that where the next succeeding Business
Day falls in the next succeeding calendar month, then on the next preceding
Business Day), (B) no Interest Period shall extend beyond the Maturity Date or
the Expiration Date, as the case may be, (C) where an Interest Period begins on
a day for which there is no numerically corresponding day in the calendar month
in which the Interest Period is to end, such Interest Period shall end on the
last Business Day of such calendar month, (D) there shall not be more than four
(4) Interest Periods outstanding at any one (1) time.

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

         "Issuing Bank" means initially NationsBank and thereafter any lender
which is successor to NationsBank as issuer of Letters of Credit under Article
III of the Lessee Credit Agreement.

         "Land" shall mean a parcel of real property described on (a) the
Requisition issued by the Lessee in connection with the Property Closing Date
relating to such parcel and (b) the schedules to each applicable Lease
Supplement executed and delivered in accordance with the requirements of
Section 2.4 of the Lease.

         "Law" shall mean any statute, law, ordinance, regulation, rule,
directive, order, writ, injunction or decree of any Tribunal.

         "Lease" or "Lease Agreement" shall mean the Lease Agreement dated on
or about the Closing Date, between the Lessor and the Lessee, together with any
Lease Supplements thereto.

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



                                Appendix A - 18

<PAGE>   121

         "Lease Event of Default" shall have the meaning specified in Section
17.1 of the Lease.

         "Lease Supplement" shall mean each Lease Supplement substantially in
the form of Exhibit A to the Lease, together with all attachments and schedules
thereto.

         "Legal Requirements" shall mean all foreign, federal, state, county,
municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions affecting the Owner Trustee, any
Holder, the Lessor, any Credit Party, the Agent, any Lender or the Property,
Land, Improvement, Equipment or the taxation or use of such Improvements,
whether now or hereafter enacted and in force, including without limitation any
that require repairs, modifications or alterations in or to the Property or in
any way limit the use and enjoyment thereof (including without limitation all
building, zoning and fire codes and the Americans with Disabilities Act of
1990, 42 U.S.C. ss. 12101 et. seq., and any other similar federal, state or
local laws or ordinances and the regulations promulgated thereunder) and any
that may relate to environmental requirements (including without limitation all
Environmental Laws), and all permits, certificates of occupancy, licenses,
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments which are either of
record or known to any Credit Party affecting the Property or the Appurtenant
Rights.

         "Lender Commitments" shall mean $25,220,000, as such amount may be
increased or reduced from time to time in accordance with the provisions of the
Operative Agreements; provided, if there shall be more than one (1) Lender, the
Lender Commitment of each Lender shall be as set forth in Schedule 2.1 to the
Credit Agreement as such Schedule 2.1 may be amended and replaced from time to
time.

         "Lender Financing Statements" shall mean UCC financing statements and
fixture filings appropriately completed and executed for filing in the
applicable jurisdiction in order to procure a security interest in favor of the
Agent in the Collateral subject to the Security Documents.

         "Lender Unused Fee" shall have the meaning given to such term in
Section 7.4 of the Participation Agreement.

         "Lenders" shall mean First Union National Bank and shall include the
other banks and financial institutions which may be from time to time party to
the Participation Agreement and the Credit Agreement.

         "Lessee" shall have the meaning set forth in the Lease.

         "Lessee Credit Agreement" shall mean that certain Credit Agreement
dated as of September 30, 1997 among the Guarantor and NationsBank, as agent
and as a lender, and the lenders parties thereto from time to time, as such may
hereafter be amended, modified, supplemented, restated and/or replaced from
time to time.

         "Lessee Credit Agreement Event of Default" shall mean an Event of
Default as defined in Section 10.1 of the Lessee Credit Agreement.



                                Appendix A - 19

<PAGE>   122

         "Lessor" shall mean the Owner Trustee, not in its individual capacity,
but as the Lessor under the Lease.

         "Lessor Basic Rent" shall mean the scheduled Holder Yield due on the
Holder Advances on any Scheduled Interest Payment Date pursuant to the Trust
Agreement (but not including interest on (a) any such scheduled Holder Yield
due on the Holder Advances prior to the Rent Commencement Date with respect to
the Property to which such Holder Advances relate or (b) overdue amounts under
the Trust Agreement or otherwise).

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

         "Lessor Lien" shall mean any Lien, true lease or sublease or
disposition of title arising as a result of (a) any claim against the Lessor,
the Owner Trustee or the Trust Company, in its individual capacity, not
resulting from the transactions contemplated by the Operative Agreements, (b)
any act or omission of the Lessor, the Owner Trustee or the Trust Company, in
its individual capacity, which is not required by the Operative Agreements or
is in violation of any of the terms of the Operative Agreements, (c) any claim
against the Lessor, the Owner Trustee or the Trust Company, in its individual
capacity, with respect to Taxes or Transaction Expenses against which the
Lessee is not required to indemnify the Lessor or the Trust Company, in its
individual capacity, pursuant to Section 11 of the Participation Agreement or
(d) any claim against the Lessor arising out of any transfer by the Lessor of
all or any portion of the interest of the Lessor in the Property, the Trust
Estate or the Operative Agreements other than the transfer of title to or
possession of the Property by the Lessor pursuant to and in accordance with the
Lease, the Credit Agreement, the Security Agreement or the Participation
Agreement or pursuant to the exercise of the remedies set forth in Article XVII
of the Lease.

         "Letter of Credit" means a standby or commercial letter of credit
issued by the Issuing Bank for the account of the Guarantor in favor of a
Person advancing credit or securing an obligation on behalf of the Guarantor.

         "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien, option or charge of any kind.

         "Limited Recourse Amount" shall mean with respect to all the Property
on an aggregate basis, an amount equal to the sum of the Termination Values
with respect to all the Property on an aggregate basis on each Payment Date,
less the Maximum Residual Guarantee Amount as of such date with respect to all
the Property on an aggregate basis.

         "Line of Credit Facility" means the facility described in Section
2.1(b) of the Lessee Credit Agreement providing for Line of Credit Loans to the
Guarantor by the lenders in the original principal amount of the Total Line of
Credit Commitment.



                                Appendix A - 20

<PAGE>   123

         "Line of Credit Loan" means a loan made pursuant to the Line of Credit
Facility in accordance with Section 2.1(b) of the Lessee Credit Agreement.

         "Line of Credit Notes" means, collectively, the promissory notes of
the Guarantor evidencing Line of Credit Loans executed and delivered to the
lenders as provided in Section 2.5(b) of the Lessee Credit Agreement.

         "Loan Basic Rent" shall mean the scheduled interest due on the Loans
on any Scheduled Interest Payment Date pursuant to the Credit Agreement but not
including any overdue amounts under Section 2.8(b) of the Credit Agreement or
otherwise).

         "Loan Property Cost" shall mean, with respect to the Property at any
date of determination, an amount equal to the aggregate principal amount all
Loans outstanding with respect to the Property.

         "Loans" shall mean the loans extended pursuant to the Credit Agreement
and shall include both the Tranche A Loans and the Tranche B Loans.

         "Majority Holders" shall mean at any time, Holders whose Holder
Advances outstanding represent at least fifty-one percent (51%) of (a) the
aggregate Holder Advances outstanding or (b) to the extent there are no Holder
Advances outstanding, the aggregate Holder Commitments.

         "Majority Lenders" shall mean at any time, Lenders whose Loans
outstanding represent at least fifty-one percent (51%)of (a) the aggregate
Loans outstanding or (b) to the extent there are no Loans outstanding, the
aggregate of the Lender Commitments.

         "Majority Secured Parties" shall mean at any time, Lenders and Holders
whose Loans and Holder Advances outstanding represent at least fifty-one
percent (51%) of (a) the aggregate Advances outstanding or (b) to the extent
there are no Advances outstanding, the sum of the aggregate Holder Commitments
plus the aggregate Lender Commitments.

         "Marketing Period" shall mean, if the Lessee has given a Sale Notice
in accordance with Section 20.1 of the Lease, the period commencing on the date
such Sale Notice is given and ending on the Expiration Date.

         "Master Indenture Default" shall have the meaning set forth therefor
in Section 17.1(e) of the Lease.

         "Material Adverse Effect" shall, mean a material adverse effect on (a)
the business, condition (financial or otherwise), assets, liabilities or
operations of the Credit Parties (on a consolidated basis), which has caused or
could reasonably be expected to cause the consolidated net worth of the
Guarantor to fall by ten percent (10%) or more from the then-current book net
worth, in each case determined in accordance with GAAP, (b) the ability of any
Credit Party to perform its respective obligations under any Operative
Agreement to which it is a party, (c) the validity or enforceability of any
Operative Agreement or the rights and remedies of the Agent, the Lenders, the
Holders, or the Lessor thereunder, (d) the validity, priority or enforceability
of



                                Appendix A - 21

<PAGE>   124

any Lien on the Property created by any of the Operative Agreements, or (e) the
value, utility or useful life of the Property, which has caused or could
reasonably be expected to cause a diminution of the fair market value of any
such Property of ten percent (10%) or more from the then-current fair market
value of such Property, or the use, or ability of the Lessee to use, the
Property for the purpose for which it was intended.

         "Maturity Date" shall mean the Expiration Date.

         "Maximum Residual Guarantee Amount" shall mean an amount equal to the
product of the aggregate Property Cost for all of Property times eighty-four
percent (84%).

         "Modifications" shall have the meaning specified in Section 11.1(a) of
the Lease.

         "Mortgage Instrument" shall mean any mortgage, deed of trust or any
other instrument executed by the Owner Trustee and the Lessee in favor of the
Agent (for the benefit of the Lenders and the Holders) and evidencing a Lien on
the Property, in form and substance reasonably acceptable to the Agent.

         "Multiemployer Plan" shall mean any plan described in Section
4001(a)(3) of ERISA to which contributions are or have been made or required by
any Credit Party or any of its Subsidiaries or ERISA Affiliates.

         "Multiple Employer Plan" shall mean a plan to which any Credit Party
or any ERISA Affiliate and at least one (1) other employer other than an ERISA
Affiliate is making or accruing an obligation to make, or has made or accrued
an obligation to make, contributions.

         "NationsBank" means NationsBank, National Association.

         "New Facility" shall have the meaning given to such term in Section
28.1 of the Lease.

         "Notes" shall mean those notes issued to the Lenders pursuant to the
Credit Agreement and shall include both the Tranche A Notes and the Tranche B
Notes.

         "Obligations" shall have the meaning given to such term in Section 1
of the Security Agreement.

         "Officer's Certificate" with respect to any person shall mean a
certificate executed on behalf of such person by a Responsible Officer who has
made or caused to be made such examination or investigation as is necessary to
enable such Responsible Officer to express an informed opinion with respect to
the subject matter of such Officer's Certificate.

         "Operative Agreements" shall mean the following: the Participation
Agreement, the Trust Agreement, the Certificates, the Credit Agreement, the
Notes, the Lease, the Lease Supplements (and memoranda of the Lease and each
Lease Supplement in a form reasonably acceptable to the Agent), the Security
Agreement, the Mortgage Instruments, the other Security Documents, the



                                Appendix A - 22

<PAGE>   125

Purchase Agreement, the Deeds and the Bills of Sale and any and all other
agreements, documents and instruments executed in connection with any of the
foregoing.

         "Original Executed Counterpart" shall have the meaning given to such
term in Section 5 of Exhibit A to the Lease.

         "Overdue Interest" shall mean any interest payable pursuant to Section
2.8(b) of the Credit Agreement.

         "Overdue Rate" shall mean (a) with respect to the Loan , and any other
amount owed under or with respect to the Credit Agreement or the Security
Documents, the rate specified in Section 2.5(b) of the Credit Agreement, (b)
with respect to the Holder Advances, the Holder Yield and any other amount owed
under or with respect to the Trust Agreement, the Holder Overdue Rate, and (c)
with respect to any other amount, the amount referred to in clause (y) of
Section 2.5(b) of the Credit Agreement.

         "Owner Trustee," "Borrower" or "Lessor" shall mean First Security
Bank, National Association, not individually, except as expressly stated in the
various Operative Agreements, but solely as the Owner Trustee under the Dolphin
Realty Trust 1999-1, and any successor, replacement and/or additional Owner
Trustee expressly permitted under the Operative Agreements.

         "Participant" shall have the meaning given to such term in Section 9.7
of the Credit Agreement.

         "Participation Agreement" shall mean the Participation Agreement dated
on or about the Closing Date, among the Lessee, the Guarantor, the Owner
Trustee, not in its individual capacity except as expressly stated therein, the
Holders, the Lenders and the Agent.

         "Payment Date" shall mean any Scheduled Interest Payment Date and any
date on which interest or Holder Yield in connection with a prepayment of
principal on the Loans or of the Holder Advances is due under the Credit
Agreement or the Trust Agreement.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation created by
Section 4002(a) of ERISA or any successor thereto.

         "Pension Plan" shall mean a "pension plan", as such term is defined in
section 3(2) of ERISA, which is subject to title IV of ERISA (other than a
Multiemployer Plan), and to which any Credit Party or any ERISA Affiliate may
have any liability, including without limitation any liability by reason of
having been a substantial employer within the meaning of section 4063 of ERISA
at any time during the preceding five (5) years, or by reason of being deemed
to be a contributing sponsor under section 4069 of ERISA.

         "Permitted Facility" shall mean a headquarters building to be
selected, used and operated by the Lessee in its ordinary course of business as
of the Closing Date.



                                Appendix A - 23

<PAGE>   126

         "Permitted Liens" shall mean:

                  (a) the respective rights and interests of the parties to the
         Operative Agreements as provided in the Operative Agreements;

                  (b) the rights of any sublessee or assignee under a sublease
         or an assignment expressly permitted by the terms of the Lease for no
         longer than the duration of the Lease;

                  (c) Liens for Taxes that either are not yet due or are being
         contested in accordance with the provisions of Section 13.1 of the
         Lease;

                  (d) Liens arising by operation of law, materialmen's,
         mechanics', workmen's, repairmen's, employees', carriers',
         warehousemen's and other like Liens relating to the construction of
         the Improvements or in connection with any Modifications or arising in
         the ordinary course of business for amounts that either are not more
         than thirty (30) 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 Section 13.1 of the Lease;

                  (e) Liens of any of the types referred to in clause (d) above
         that have been bonded for not less than the full amount in dispute (or
         as to which other security arrangements satisfactory to the Lessor and
         the Agent have been made), which bonding (or arrangements) shall
         comply with applicable Legal Requirements, and shall have effectively
         stayed any execution or enforcement of such Liens;

                  (f) 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 Taxes set forth in Section
         13.1 of the Lease; and

                  (g) Liens in favor of municipalities to the extent agreed to
by the Lessor.

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

         "Plans and Specifications" shall mean, with respect to Improvements,
the plans and specifications for such Improvements already existing, as such
Plans and Specifications may be amended, modified or supplemented from time to
time in accordance with the terms of the Operative Agreements.

         "Prime Lending Rate" shall have the meaning given to such term in the
definition of ABR.



                                Appendix A - 24

<PAGE>   127

         "Property" shall mean the Permitted Facility described on the
schedules to the Lease Supplement and in the attachments to the Mortgage
Instrument (including, without limitation, all Improvements and Equipment
related thereto).

         "Property Closing Date" shall mean the date on which the Lessor
purchases the Property.

         "Property Cost" shall mean with respect to the Property the aggregate
amount of the Loan Property Cost plus the Holder Property Cost for the
Property.

         "Purchase Agreement" shall mean that certain Purchase and Sales
Agreement dated on or about October 21, 1999 between Echelon International
Corporation and the Guarantor.

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

         "Purchasing Lender" shall have the meaning given to such term in
Section 9.8(a) of the Credit Agreement.

         "Rate Hedging Obligations" means any and all obligations of the
Guarantor or any Subsidiary, whether absolute or contingent and howsoever and
whensoever created, arising, evidenced or acquired (including all renewals,
extensions and modifications thereof and substitutions therefor), under (i) any
and all agreements, devices or arrangements designed to protect at least one of
the parties thereto from the fluctuations of interest rates, exchange rates or
forward rates applicable to such party's assets, liabilities or exchange
transactions, including, but not limited to, Dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts, warrants and those commonly known as
interest rate "swap" agreements; and (ii) any and all cancellations, buybacks,
reversals, terminations or assignments of any of the foregoing.

         "Register" shall have the meaning given to such term in Section 9.9(a)
of the Credit Agreement.

         "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.

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

         "Renewal Term" shall have the meaning specified in Section 2.2 of the
Lease.

         "Rent" shall mean, collectively, the Basic Rent and the Supplemental
Rent, in each case payable under the Lease.



                                Appendix A - 25

<PAGE>   128

         "Reportable Event" shall have the meaning specified in ERISA.

         "Requisition" shall have the meaning specified in Section 4.2 of the
Participation Agreement.

         "Responsible Officer" shall mean the Chairman or Vice Chairman of the
Board of Directors, the Chairman or Vice Chairman of the Executive Committee of
the Board of Directors, the President, any Senior Vice President or Executive
Vice President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer, or any Assistant Treasurer, except that when used with respect to
the Trust Company or the Owner Trustee, "Responsible Officer" shall also
include the Cashier, any Assistant Cashier, any Trust Officer or Assistant
Trust Officer, the Controller and any Assistant Controller or any other officer
of the Trust Company or the Owner Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

         "Revolver Notes" means, collectively, the Line of Credit Notes, the
Revolving Notes, and the Swing Line Note.

         "Revolving Credit Facility" means the facility described in Section
2.1(a) of the Lessee Credit Agreement providing for loans to the Guarantor by
the lenders in the aggregate principal amount of the Total Revolving Credit
Commitment.

         "Revolving Loan" means any borrowing pursuant to an advance under the
Revolving Credit Facility in accordance with Section 2.1(a) of the Lessee
Credit Agreement.

         "Revolving Notes" means, collectively, the promissory notes of the
Guarantor evidencing Revolving Loans executed and delivered to the lenders as
provided in Section 2.5(a) of the Lessee Credit Agreement.

         "Sale Date" shall have the meaning given to such term in Section
20.3(a) of the Lease.

         "Sale Notice" shall mean a notice given to the Lessor in connection
with the election by the Lessee of its Sale Option.

         "Sale Option" shall have the meaning given to such term in Section
20.1 of the Lease.

         "Sale Proceeds Shortfall" shall mean the amount by which the proceeds
of a sale described in Section 22.1 of the Lease are less than the Limited
Recourse Amount with respect to the Property if it has been determined that the
Fair Market Sales Value of the Property at the expiration of the term of the
Lease has been impaired by greater than ordinary wear and tear during the Term
of the Lease.



                                Appendix A - 26

<PAGE>   129

         "Scheduled Interest Payment Date" shall mean (a) as to any Eurodollar
Loan or Eurodollar Holder Advance, the last day of the Interest Period
applicable to such Eurodollar Loan or Eurodollar Holder Advance (or respecting
any Eurodollar Loan or Eurodollar Holder Advance having an Interest Period of
six (6) months, the three (3) month anniversary of such Interest Period), (b)
as to any ABR Loan or any ABR Holder Advance, the fifteenth day of each month,
unless such day is not a Business Day and in such case on the next occurring
Business Day and (c) as to all Loans and Holder Advances, the date of any
voluntary or involuntary payment, prepayment, return or redemption, and the
Maturity Date or the Expiration Date, as the case may be.

         "Secured Parties" shall have the meaning given to such term in the
Security Agreement.

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

         "Security Agreement" shall mean the Security Agreement dated on or
about the Closing Date between the Lessor and the Agent, for the benefit of the
Secured Parties, and accepted and agreed to by the Lessee.

         "Security Documents" shall mean the collective reference to the
Security Agreement, the Mortgage Instruments, (to the extent the Lease is
construed as a security instrument) the Lease, the UCC Financing Statements and
all other security documents hereafter delivered to the Agent granting a lien
on any asset or assets of any Person to secure the obligations and liabilities
of the Lessor under the Credit Agreement and/or under any of the other Credit
Documents or to secure any guarantee of any such obligations and liabilities.

         "Soft Costs" shall mean all costs which are ordinarily and reasonably
incurred in relation to the acquisition of the Property other than hard costs,
including without limitation structuring fees, administrative fees, legal fees,
upfront fees, fees and expenses related to appraisals, title examinations,
title insurance, document recordation, surveys, environmental site assessments,
geotechnical soil investigations and similar costs and professional fees
customarily associated with a real estate closing, fees and expenses of the
Owner Trustee payable or reimbursable under the Operative Agreements and costs
and expenses incurred pursuant to Sections 7.3(a) and 7.3(b) of the
Participation Agreement.

         "Subsidiary" means any corporation or other entity in which more than
50% of its outstanding voting stock or more than 50% of all equity interests is
owned directly or indirectly by a Person and/or by one or more of such Person's
Subsidiaries.

         "Supplemental Amounts" shall have the meaning given to such term in
Section 9.18 of the Credit Agreement.

         "Supplemental Rent" shall mean all amounts, liabilities and
obligations (other than Basic Rent) which the Lessee assumes or agrees to pay
to the Lessor, the Trust Company, the Holders, the Agent, the Lenders or any
other Person under the Lease or under any of the other Operative Agreements
including without limitation payments of the Termination Value and the Maximum
Residual Guarantee Amount and all indemnification amounts, liabilities and
obligations.



                                Appendix A - 27

<PAGE>   130

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

         "Swing Line Loans" means loans made by NationsBank to the Guarantor
pursuant to Section 2.14 of the Lessee Credit Agreement.

         "Swing Line Note" means the promissory note of the Guarantor
evidencing Swing Line Loans executed and delivered to NationsBank as provided
in Section 2.5(c) of the Lessee Credit Agreement.

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

         "Term" shall mean the Basic Term and each Renewal Term, if any.

         "Termination Date" shall have the meaning specified in Section 16.2(a)
of the Lease.

         "Termination Event" shall mean (a) with respect to any Pension Plan,
the occurrence of a Reportable Event or an event described in Section 4062(e)
of ERISA, (b) the withdrawal of any Credit Party or any ERISA Affiliate from a
Multiple Employer Plan during a plan year in which it was a substantial
employer (as such term is defined in Section 4001(a)(2) of ERISA), or the
termination of a Multiple Employer Plan, (c) the distribution of a notice of
intent to terminate a Plan or Multiemployer Plan pursuant to Section 4041(a)(2)
or 4041A of ERISA, (d) the institution of proceedings to terminate a Plan or
Multiemployer Plan by the PBGC under Section 4042 of ERISA, (e) any other event
or condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan or
Multiemployer Plan, or (f) the complete or partial withdrawal of any Credit
Party or any ERISA Affiliate from a Multiemployer Plan.

         "Termination Notice" shall have the meaning specified in Section 16.1
of the Lease.

         "Termination Value" shall mean the sum of (a) the aggregate
outstanding Property Cost for the Property plus (b) any and all accrued but
unpaid interest on the Loans and any and all Holder Yield on the Holder
Advances plus (c) to the extent the same is not duplicative of the amounts
payable under clause (b) above, all other Rent and other amounts then due and
payable or accrued under Lease and/or under any other Operative Agreement
(including without limitation amounts under Sections 11.1 and 11.2 of the
Participation Agreement and all costs and expenses referred to in clause FIRST
of Section 22.2 of the Lease).

         "Total Line of Credit Commitment" means a principal amount equal to
$50,000,000, as reduced from time to time in accordance with Section 2.7 of the
Lessee Credit Agreement.

         "Total Revolving Credit Commitment" means a principal amount equal to
$100,000,000, as reduced from time to time in accordance with Section 2.7 of
the Lessee Credit Agreement.



                                Appendix A - 28

<PAGE>   131

         "Tranche A Commitments" shall mean the obligation of the Tranche A
Lenders to make the Tranche A Loans to the Borrower in an aggregate principal
amount at any one (1) time outstanding not to exceed the aggregate of the
amounts set forth opposite each Tranche A Lender's name on Schedule 2.1 to the
Credit Agreement, provided, no Tranche A Lender shall be obligated to make
Tranche A Loans in excess of such Tranche A Lender's share of the Tranche A
Commitments as set forth adjacent to such Tranche A Lender's name on Schedule
2.1 to Credit Agreement.

         "Tranche A Lenders" shall mean First Union National Bank and shall
include the several banks and other financial institutions from time to time
party to the Credit Agreement that commit to make the Tranche A Loans.

         "Tranche A Loans" shall mean the Loans made pursuant to the Tranche A
Commitment.

         "Tranche A Note" shall have the meaning given to it in Section 2.2 of
the Credit Agreement.

         "Tranche B Commitments" shall mean the obligation of the Tranche B
Lenders to make the Tranche B Loans to the Borrower in an aggregate principal
amount at any one (1) time outstanding not to exceed the aggregate of the
amounts set forth opposite each Tranche B Lender's name on Schedule 2.1 to the
Credit Agreement, provided, no Tranche B Lender shall be obligated to make
Tranche B Loans in excess of such Tranche B Lender's share of the Tranche B
Commitments as set forth adjacent to such Tranche B Lender's name on Schedule
2.1 to Credit Agreement.

         "Tranche B Lenders" shall mean First Union National Bank and shall
include the several banks and other financial institutions from time to time
party to the Credit Agreement that commit to make the Tranche B Loans.

         "Tranche B Loan" shall mean the Loans made pursuant to the Tranche B
Commitment.

         "Tranche B Note" shall have the meaning given to it in Section 2.2 of
the Credit Agreement.

         "Transaction Expenses" shall mean all Soft Costs and all other costs
and expenses incurred in connection with the preparation, execution and
delivery of the Operative Agreements and the transactions contemplated by the
Operative Agreements including without limitation all costs and expenses
described in Section 7.1 of the Participation Agreement and the following:

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



                                Appendix A - 29

<PAGE>   132

                  (b) the reasonable fees, out-of-pocket expenses and
         disbursements of accountants for any Credit Party in connection with
         the transaction contemplated by the Operative Agreements;

                  (c) any and all other reasonable fees, charges or other
         amounts payable to the Lenders, the Agent, the Holders, the Owner
         Trustee or any broker which arises under any of the Operative
         Agreements;

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

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

         "Tribunal" shall mean any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision agency, department,
commission, board, bureau or instrumentality of a governmental body.

         "Trust" shall mean the Dolphin Realty Trust 1999-1.

         "Trust Agreement" shall mean the Trust Agreement dated on or about the
Closing Date between the Holders and the Owner Trustee.

         "Trust Company" shall mean First Security Bank, National Association,
in its individual capacity, and any successor owner trustee under the Trust
Agreement in its individual capacity.

         "Trust Estate" shall have the meaning specified in Section 2.2 of the
Trust Agreement.

         "Type" shall mean, as to any Loan, whether it is an ABR Loan or a
Eurodollar Loan.

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

         "Unanimous Vote Matters" shall have the meaning given it in Section
12.4 of the Participation Agreement.

         "Unfunded Liability" shall mean, with respect to any Plan, at any
time, the amount (if any) by which (a) the present value of all benefits under
such Plan exceeds (b) the fair market value of all Plan assets allocable to
such benefits, all determined as of the then most recent valuation date for
such Plan, but only to the extent that such excess represents a potential
liability of the Company or any member of the Controlled Group to the PBGC or
such Plan under Title IV of ERISA.



                                Appendix A - 30

<PAGE>   133

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

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

         "Unused Fee" shall mean, collectively, the Holder Unused Fee and the
Lender Unused Fee.

         "Unused Fee Payment Date" shall mean the last Business Day of each
March, April, September and December and the last Business Day of the
Commitment Period.

         "U.S. Person" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

         "U.S. Taxes" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

         "Wholly-Owned Entity" shall mean a Person, all of the shares of
Capital Stock or other ownership interest of which are owned by the Guarantor
and/or one of its wholly-owned Subsidiaries or other wholly-owned entities.

         "Withholdings" shall have the meaning specified in Section 11.2(e) of
the Participation Agreement.

         "Year 2000" shall mean the calendar year beginning January 1, 2000 and
ending December 31, 2000.










                                Appendix A - 31