<PAGE>   1

EXHIBIT 10.45





                      AMENDED AND RESTATED TRUST AGREEMENT

                          dated as of February 5, 1998

                                    between

                              The Several Holders
                       from Time to Time Parties Hereto,
                                as the Holders,

                                      and

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                              as the Owner Trustee





                       GUILFORD REAL ESTATE TRUST 1998-1
<PAGE>   2





                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                    Page
<S>                                                                                  <C>
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     SECTION 1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . .     1
     SECTION 1.2 Interpretation . . . . . . . . . . . . . . . . . . . . . . . . .     2

ARTICLE II AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
          DECLARATION OF TRUST BY TRUST COMPANY . . . . . . . . . . . . . . . . .     2
     SECTION 2.1 Authority To Execute and Perform Various Documents . . . . . . .     2
     SECTION 2.2 Declaration of Trust by Trust Company. . . . . . . . . . . . . .     2

ARTICLE III CONTRIBUTIONS AND PAYMENTS. . . . . . . . . . . . . . . . . . . . . .     3
     SECTION 3.1 Procedure for Holder Advances; Certificates. . . . . . . . . . .     3
     SECTION 3.2 Holder Yield . . . . . . . . . . . . . . . . . . . . . . . . . .     4
     SECTION 3.3 Scheduled Return of Holder Advances. . . . . . . . . . . . . . .     5
     SECTION 3.4 Early Return of Advances.  . . . . . . . . . . . . . . . . . . .     5
     SECTION 3.5 Payments from Trust Estate Only. . . . . . . . . . . . . . . . .     6
     SECTION 3.6 Method of Payment. . . . . . . . . . . . . . . . . . . . . . . .     6
     SECTION 3.7 Computation of Yield.  . . . . . . . . . . . . . . . . . . . . .     6
     SECTION 3.8 Conversion and Continuation Options. . . . . . . . . . . . . . .     7
     SECTION 3.9 Notice of Amounts Payable. . . . . . . . . . . . . . . . . . . .     8

ARTICLE IV COLLECTIONS AND DISTRIBUTIONS. . . . . . . . . . . . . . . . . . . . .     8
     SECTION 4.1 Collections and Remittances by the Owner Trustee.  . . . . . . .     8
     SECTION 4.2 Priority of Distributions. . . . . . . . . . . . . . . . . . . .     9
     SECTION 4.3 Excepted Payments. . . . . . . . . . . . . . . . . . . . . . . .     9
     SECTION 4.4 Distributions after Default. . . . . . . . . . . . . . . . . . .     9

ARTICLE V DUTIES OF THE OWNER TRUSTEE.  . . . . . . . . . . . . . . . . . . . . .     9
     SECTION 5.1 Notice of Certain Events.  . . . . . . . . . . . . . . . . . . .     9
     SECTION 5.2 Action Upon Instructions.  . . . . . . . . . . . . . . . . . . .    10
     SECTION 5.3 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . .    10
     SECTION 5.4 No Duties Except as Specified In
                 Trust Agreement or Instructions. . . . . . . . . . . . . . . . .    11
     SECTION 5.5 No Action Except Under Specified Documents or Instructions.  . .    11
     SECTION 5.6 Absence of Duties. . . . . . . . . . . . . . . . . . . . . . . .    11

ARTICLE VI THE OWNER TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . .    12
     SECTION 6.1 Acceptance of Trust and Duties.  . . . . . . . . . . . . . . . .    12
     SECTION 6.2 Furnishing of Documents. . . . . . . . . . . . . . . . . . . . .    12
     SECTION 6.3 No Representations or Warranties as to the
                 Properties or Operative Agreements.  . . . . . . . . . . . . . .    13
     SECTION 6.4 No Segregation of Moneys; No Interest. . . . . . . . . . . . . .    13
     SECTION 6.5 Reliance; Advice of Counsel. . . . . . . . . . . . . . . . . . .    13
     SECTION 6.6 Liability With Respect to Documents. . . . . . . . . . . . . . .    14
</TABLE>





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<PAGE>   3





<TABLE>
<S>                                                                                  <C>
     SECTION 6.7 Not Acting In Individual Capacity. . . . . . . . . . . . . . . .    14
     SECTION 6.8 Books and Records; Tax Returns.  . . . . . . . . . . . . . . . .    14

ARTICLE VII INDEMNIFICATION OF THE OWNER TRUSTEE. . . . . . . . . . . . . . . . .    15
     SECTION 7.1 Indemnification Generally. . . . . . . . . . . . . . . . . . . .    15
     SECTION 7.2 Compensation and Expenses. . . . . . . . . . . . . . . . . . . .    15

ARTICLE VIII TERMINATION OF TRUST AGREEMENT . . . . . . . . . . . . . . . . . . .    15
     SECTION 8.1 Termination of Trust Agreement.  . . . . . . . . . . . . . . . .    15
     SECTION 8.2 Termination at Option of the Holders.  . . . . . . . . . . . . .    16
     SECTION 8.3 Termination at Option of the Owner Trustee.  . . . . . . . . . .    16
     SECTION 8.4 Actions by the Owner Trustee Upon Termination. . . . . . . . . .    16

ARTICLE IX SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND SEPARATE
          OWNER TRUSTEES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
     SECTION 9.1 Resignation of the Owner Trustee; Appointment of Successor.  . .    17
     SECTION 9.2 Co-Trustees and Separate Trustees. . . . . . . . . . . . . . . .    18
     SECTION 9.3 Notice.  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20

ARTICLE X AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
     SECTION 10.1 Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . .    21
     SECTION 10.2 Limitation on Amendments. . . . . . . . . . . . . . . . . . . .    21

ARTICLE XI MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
     SECTION 11.1 No Legal Title to Trust Estate in the Holders.  . . . . . . . .    21
     SECTION 11.2 Sale of a Property by the Owner Trustee is Binding. . . . . . .    21
     SECTION 11.3 Limitations on Rights of Others.  . . . . . . . . . . . . . . .    22
     SECTION 11.4 Notices.  . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
     SECTION 11.5 Severability. . . . . . . . . . . . . . . . . . . . . . . . . .    22
     SECTION 11.6 Limitation on the Holders' Liability. . . . . . . . . . . . . .    22
     SECTION 11.7 Separate Counterparts.  . . . . . . . . . . . . . . . . . . . .    22
     SECTION 11.8 Successors and Assigns. . . . . . . . . . . . . . . . . . . . .    22
     SECTION 11.9 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
     SECTION 11.10 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . .    23
     SECTION 11.11 Performance by the Holders.  . . . . . . . . . . . . . . . . .    23
     SECTION 11.12 Conflict with Operative Agreements.  . . . . . . . . . . . . .    23
     SECTION 11.13 No Implied Waiver. . . . . . . . . . . . . . . . . . . . . . .    24
     SECTION 11.14 SUBMISSION TO JURISDICTION; VENUE; ARBITRATION.  . . . . . . .    24
     SECTION 11.15 AMENDMENT AND RESTATEMENT OF PRIOR TRUST AGREEMENT.  . . . . .    24
</TABLE>



Schedule I - Holder Commitments

EXHIBIT A - Form of Holder Certificate





                                       ii
<PAGE>   4





                      AMENDED AND RESTATED TRUST AGREEMENT


     THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of February 5, 1998
(as amended, modified, extended, supplemented, restated and/or replaced from
time to time, the "Trust Agreement"), is among the several banks and other
financial institutions from time to time parties to this Trust Agreement
(individually, each of the foregoing may be referred to as a "Holder," and
collectively, the foregoing together with such other persons and entities that
become holders hereunder, the "Holders"), and FIRST SECURITY BANK, NATIONAL
ASSOCIATION, in its individual capacity ("Trust Company"), and in its capacity
as owner trustee hereunder, together with its successors and assigns (the
"Owner Trustee").

     WHEREAS, the parties hereto wish to amend and restate in its entirety the
Trust Agreement dated as of January 14, 1998 between such parties;

     WHEREAS, in order to provide a portion of the funds for carrying out the
other transactions contemplated by the Operative Agreements, each Holder will
make its respective Holder Advances pursuant to this Trust Agreement and the
Participation Agreement (as defined below);

     WHEREAS, the Holders desire to provide for the Trust to exist solely for
the purpose of (a) developing, acquiring, installing, designing, constructing
and testing various Properties and leasing such Properties to Lessee and (b)
carrying out certain transactions contemplated by the Operative Agreements; and

     WHEREAS, Trust Company is willing to act as trustee hereunder and to
accept the trust created hereby (the "Trust").

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


                                   ARTICLE I

                                  DEFINITIONS

     SECTION 1.1    DEFINITIONS.

     For purposes of this Trust Agreement (including without limitation the
"WHEREAS" clauses set forth above), capitalized terms used in this Trust
Agreement and not otherwise defined herein shall have the meanings assigned to
them in Appendix A to that certain Participation Agreement dated as of February
5, 1998 (as amended, modified, extended, supplemented, restated and/or replaced
from time to time in accordance with the applicable provisions thereof, the
"Participation Agreement") among Guilford Pharmaceuticals Inc., the

<PAGE>   5

Owner Trustee, the various banks and other lending institutions which are
parties thereto from time to time, as the Holders, the various banks and other
lending institutions which are parties thereto from time to time, as the
Lenders, and First Union National Bank, as agent for the Lenders and respecting
the Security Documents, as the agent for the Lenders and the Holders, to the
extent of their interests.  Unless otherwise indicated, references in this
Trust Agreement to articles, sections, paragraphs, clauses, appendices,
schedules and exhibits are to the same contained in this Trust Agreement.

     SECTION 1.2    INTERPRETATION.

     The rules of usage set forth in Appendix A to the Participation Agreement
shall apply to this Trust Agreement.


                                   ARTICLE II

              AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS;
                     DECLARATION OF TRUST BY TRUST COMPANY

     SECTION 2.1    AUTHORITY TO EXECUTE AND PERFORM VARIOUS DOCUMENTS.

     Each Holder hereby authorizes and directs the Owner Trustee (a) to execute
and deliver, as trustee for and on behalf of each such Holder, each Operative
Agreement to which the Owner Trustee is a party and any other agreements,
instruments, certificates or documents related to the transactions contemplated
hereby to which the Owner Trustee is a party, (b) to take whatever action shall
be required to be taken by the Owner Trustee by the terms of, and exercise its
rights and perform its duties under, each of the documents, agreements,
instruments and certificates referred to in clause (a) above as set forth in
such documents, agreements and certificates, and (c) subject to the terms of
this Trust Agreement, to take such other action in connection with the
foregoing as the Holders may from time to time direct.

     SECTION 2.2    DECLARATION OF TRUST BY TRUST COMPANY.

          (a)  Trust Company hereby declares that it will hold all estate,
     right, title and interest of the Owner Trustee in, to and under each
     Property, each Holder Advance, the Operative Agreements and any other
     property contributed by any Holder, including without limitation all
     amounts of Rent, insurance proceeds and condemnation awards, indemnity or
     other payments of any kind (collectively, the "Trust Estate") as the Owner
     Trustee upon the trusts set forth herein and for the use and benefit of
     each Holder, subject, however, to the provisions of the Credit Agreement
     and the Security Documents.  The name of the Trust shall be "Guilford Real
     Estate Trust 1998-1".

          (b)  The sole purpose of the Trust is to hold title to the Trust
     Estate for the benefit of the Holders and to engage in activities
     ancillary and incidental thereto as the Holders shall determine to be
     desirable.  Except in connection with the foregoing, the



                                       2
<PAGE>   6

     Owner Trustee shall not (i) engage in any business activity, (ii) have any
     property, rights or interest, whether real or personal, tangible or
     intangible, (iii) incur any legal liability or obligation, whether fixed
     or contingent, matured or unmatured, other than in the normal course of
     the administration of the Trust or (iv) subject any of its property or
     assets to any mortgage, Lien, security interest or other claim or
     encumbrance, other than in favor of the Lenders or the Holders pursuant to
     the provisions of the Operative Agreements and this Trust Agreement.  THIS
     TRUST IS NOT A BUSINESS TRUST.  THE SOLE PURPOSE OF THE TRUST IS TO
     ACQUIRE AND HOLD TITLE TO THE TRUST ESTATE, SUBJECT TO THE RIGHTS OF THE
     LENDERS, FOR THE BENEFIT OF THE HOLDERS.  THE OWNER TRUSTEE MAY NOT
     TRANSACT BUSINESS OF ANY KIND WITH RESPECT TO ANY PROPERTY COMPRISING THE
     TRUST ESTATE NOR SHALL THIS AGREEMENT BE DEEMED TO BE, OR CREATE OR
     EVIDENCE THE EXISTENCE OF A CORPORATION DE FACTO OR DE JURE, OR A
     MASSACHUSETTS TRUST, OR ANY OTHER TYPE OF BUSINESS TRUST, ASSOCIATION OR
     JOINT VENTURE BETWEEN THE OWNER TRUSTEE, THE HOLDERS, THE AGENT AND THE
     LENDERS.


                                  ARTICLE III

                           CONTRIBUTIONS AND PAYMENTS

     SECTION 3.1    PROCEDURE FOR HOLDER ADVANCES; CERTIFICATES.

          (a)  Upon receipt from Lessee by the Agent of a Requisition, and
     subject to the terms and conditions of the Participation Agreement, the
     Agent shall request from each Holder an Advance and each Holder shall make
     an Advance under the Holder Commitment of such Holder, as set forth on
     Schedule 1 hereto, on each date Advances are made pursuant to Section 5 of
     the Participation Agreement.  The Agent may request an Advance under the
     Holder Commitments during the Commitment Period on any date that an
     Advance may be requested pursuant to the terms of Section 5.2(a) of the
     Participation Agreement, provided, that the Agent shall give each Holder
     irrevocable notice (which notice must be received by such Holder no less
     than five (5) Business Days prior to the requested date of the Holder
     Advance) specifying (i) the amount to be advanced (which on any date shall
     not be in excess of the then Available Holder Commitment), (ii) the
     requested date of advance, (iii) whether the Holder Advance is to be a
     Eurodollar Holder Advance or an ABR Holder Advance or a combination
     thereof, (iv) if the Holder Advance is to be a combination of Eurodollar
     Holder Advances and ABR Holder Advances, the respective amounts of each
     type of Holder Advance and (v) the Interest Period applicable to any
     Eurodollar Holder Advances.  Pursuant to the terms of the Participation
     Agreement, the Agent shall be deemed to have delivered such notice upon
     the delivery of a notice by the Construction Agent or Lessee containing
     such required information.


                                       3
<PAGE>   7


          (b)  Upon receipt of any such notice delivered pursuant to Section
     3.1(a), each Holder shall make the amount of its Advance available to the
     Agent for the account of the Owner Trustee at the office of the Agent
     referred to in Section 12.3 of the Participation Agreement prior to 12:00
     Noon, Charlotte, North Carolina time on the date requested by Lessee in
     funds immediately available to the Owner Trustee.

          (c)  Holder Yield accruing on each Holder Advance during the
     Construction Period with respect to any property shall, subject to the
     limitations set forth in Section 5.1(b) of the Participation Agreement, be
     added to the amount of the Holder Advance on the relevant Scheduled
     Interest Payment Date.  On such Scheduled Interest Payment Date, the
     Holder Property Cost and Holder Construction Property Cost shall be
     increased by the amount of Holder Yield added to the Holder Advance.

          (d)  The Holder Advances made by each Holder to the Trust Estate
     shall be evidenced by a Certificate of the Owner Trustee, substantially in
     the form of EXHIBIT A hereto, issued in the name of the Holder and in an
     amount equal to the Holder Commitment of such Holder.  Each Certificate
     shall (i) be dated on or about the Initial Closing Date, (ii) be stated to
     mature on the Maturity Date and (iii) bear a yield on the unpaid Holder
     Amount thereof from time to time outstanding at the Holder Yield.

          (e)  To the extent that the Owner Trustee, in its capacity as
     Borrower under the Credit Agreement, shall have elected to terminate or
     reduce the amount of the Commitments pursuant to Section 2.5(a) of the
     Credit Agreement, a pro rata election shall be deemed to have been made
     with respect to the Holder Commitment.  The Holder Commitments respecting
     any particular Property shall automatically be reduced to zero (0) sixty
     (60) days after the occurrence of the Rent Commencement Date respecting
     such Property.  On any date on which the Commitments shall be reduced to
     zero (0) as a result of a Credit Agreement Event of Default, the Holder
     Commitments shall automatically be reduced to zero (0) and the Owner
     Trustee shall prepay the Certificate in full for the outstanding Holder
     Amount, together with accrued but unpaid Holder Yield thereon and all
     other amounts owing under the Certificate.

     SECTION 3.2    HOLDER YIELD.

          (a)  The Owner Trustee shall pay to each Holder, from the Trust
     Estate, its pro rata portion of Holder Yield on Holder Advances made
     hereunder.  Payment of Holder Yield to each Holder shall be made in
     arrears on each Scheduled Interest Payment  Date occurring after the Rent
     Commencement Date or as otherwise provided herein or in Section 2.6 of the
     Credit Agreement or Section 8.7 of the Participation Agreement.

          (b)  If all or a portion of Holder Yield shall not be received by the
     Holders when due (whether at the stated maturity, by acceleration or
     otherwise), such overdue amount shall, without limiting the rights of the
     Holders hereunder or under any Operative Agreement, bear interest at the
     Holder Overdue Rate, in each case from the date of nonpayment until paid
     (whether after or before judgment) and shall be paid upon demand.


                                       4
<PAGE>   8

     SECTION 3.3    SCHEDULED RETURN OF HOLDER ADVANCES.

     The outstanding Holder Amount shall be due in full on the Expiration Date.
On each such date and on the Expiration Date, subject to the terms of the
Participation Agreement, the Owner Trustee shall pay to each Holder its portion
of the aggregate Holder Amount then due, together with all accrued but unpaid
Holder Yield and all other amounts due to such Holders from the Owner Trustee
hereunder or under the Operative Agreements.

     SECTION 3.4    EARLY RETURN OF ADVANCES.

          (a)  Subject to Sections 11.2(e), 11.3 and 11.4 of the Participation
     Agreement, the Owner Trustee may at any time and from time to time prepay
     the Certificates, in whole or in part, without premium or penalty, upon at
     least three (3) Business Days' irrevocable notice to the Agent, on behalf
     of the Holders, specifying the date and amount of prepayment and whether
     the prepayment is of ABR Holder Advances or Eurodollar Holder Advances or
     a combination thereof, and, if a combination thereof, the amount allocable
     to each.  Upon receipt of such notice, the Agent shall promptly notify the
     Holders thereof.  If such notice is given, the amount specified in such
     notice shall be due and payable on the date specified therein.  Amounts
     prepaid shall not be readvanced, except as set forth in Section 5.2(d) of
     the Participation Agreement.

          (b)  If on any date the Agent or the Owner Trustee shall receive any
     payment in respect of (i) any Casualty, Condemnation or Environmental
     Violation pursuant to Sections 15.1(a) or 15.1(g) or Article XVI of the
     Lease (excluding any payments in respect thereof which are payable to
     Lessee in accordance with the Lease), or (ii) the Termination Value of any
     Property in connection with the delivery of a Termination Notice pursuant
     to Article XVI of the Lease, or (iii) the Termination Value of any
     Property or such other applicable amount in connection with the exercise
     of a Purchase Option under Article XX of the Lease or the exercise of the
     option of the Owner Trustee to transfer the Properties to the Lessee
     pursuant to Section 20.3 of the Lease or (iv) any payment required to be
     made or elected to be made by the Construction Agent to the Owner Trustee
     pursuant to the Agency Agreement, then in each case, the Holders shall
     receive proceeds in accordance with Section 8.7(b) of the Participation
     Agreement.

          (c)  Each prepayment of the Certificates pursuant to Section 3.4(a)
     shall be allocated to reduce the respective Holder Property Costs of all
     Properties pro rata according to the Holder Property Costs of such
     Properties immediately before giving effect to such prepayment.  Each
     prepayment of the Certificates pursuant to Section 3.4(b) shall be
     allocated to reduce the Holder Property Cost of the Property or Properties
     subject to the respective Casualty, Condemnation, Environmental Violation,
     termination, purchase, transfer or other circumstance giving rise to such
     prepayment.  Any amounts applied to reduce the Holder Property Cost of any
     Construction Period Property pursuant to this paragraph (c) shall also be
     applied to reduce the Construction Loan Property Cost of such Property
     until such Construction Loan Property Cost has been reduced to zero (0).


                                       5
<PAGE>   9


     SECTION 3.5    PAYMENTS FROM TRUST ESTATE ONLY.

     All payments to be made by the Owner Trustee under this Trust Agreement
(including without limitation any payments pursuant to Section 11.4 of the
Participation Agreement) shall be made only from the income and proceeds from
the Trust Estate and only to the extent that the Owner Trustee shall have
received income or proceeds from the Trust Estate to make such payments in
accordance with the terms hereof, except as specifically provided in Section
6.1.  Each Holder agrees that it will look solely to the income and proceeds
from the Trust Estate to the extent available for payment as herein provided
and that, except as specially provided in any Operative Agreement, Trust
Company shall not be liable to any Holder for any amounts payable under this
Trust Agreement and shall not be subject to any liability under this Trust
Agreement.

     SECTION 3.6    METHOD OF PAYMENT.

     All amounts payable to a Holder pursuant to this Trust Agreement shall be
paid or caused to be paid by the Owner Trustee to, or for the account of, such
Holder, or its nominee, by transferring such amount in immediately available
funds to a bank institution or banking institutions with bank wire transfer
facilities for the account of such Holder or as otherwise instructed in writing
from time to time by such Holder.

     SECTION 3.7    COMPUTATION OF YIELD.

          (a)  Whenever it is calculated on the basis of the Prime Lending
     Rate, Holder Yield shall be calculated on the basis of a year of three
     hundred sixty-five (365) days (or three hundred sixty-six (366) days, as
     the case may be) for the actual days elapsed; and, otherwise, Holder Yield
     shall be calculated on the basis of a year of three hundred sixty (360)
     days for the actual days elapsed.  Any change in the Holder Yield
     resulting from a change in the ABR or the Eurocurrency Reserve
     Requirements shall become effective as of the opening of business on the
     day on which such change becomes effective.

          (b)  Pursuant to Section 12.12 of the Participation Agreement, the
     calculation of Holder Yield under this Section 3.7 shall be made by the
     Agent.  Each determination of an interest rate by the Agent shall be
     conclusive and binding on the Owner Trustee and the Holders in the absence
     of manifest error.

          (c)  If the Eurodollar Rate cannot be determined by the Agent in the
     manner specified in the definition of the term "Eurodollar Rate", the
     Owner Trustee shall give or cause to be given telecopy or telephonic
     notice thereof to the Holders as soon as practicable after receipt of same
     from the Agent.  Commencing on the Scheduled Interest Payment Date next
     occurring after the delivery of such notice and continuing until such time
     as the Eurodollar Rate can be determined by the Agent in the manner
     specified in the definition of such term, all outstanding Holder Advances
     shall bear a yield at the ABR. Until such time as the Eurodollar Rate can
     be determined by the Agent in the manner specified in the definition of
     such term, no further Eurodollar Holder Advances shall be


                                       6
<PAGE>   10





     made or shall be continued as such at the end of the then current Interest
     Period nor shall the Owner Trustee have the right to convert ABR Holder
     Advances to Eurodollar Holder Advances.

     SECTION 3.8    CONVERSION AND CONTINUATION OPTIONS.

          (a)  The Owner Trustee may elect from time to time to convert
     Eurodollar Holder Advances to ABR Holder Advances by giving the Agent (on
     behalf of the Holders) at least three (3) Business Days' prior irrevocable
     notice of such election, provided, that any such conversion of Eurodollar
     Holder Advances may only be made on the last day of an Interest Period
     with respect thereto, and provided, further, to the extent an Event of
     Default has occurred and is continuing on the last day of any such
     Interest Period, the applicable Eurodollar Holder Advance shall
     automatically be converted to an ABR Holder Advance.  The Owner Trustee
     may elect from time to time to convert ABR Holder Advances to Eurodollar
     Holder Advances by giving the Agent (on behalf of the Holders) at least
     three (3) Business Days' prior irrevocable notice of such election.  Any
     such notice of conversion to Eurodollar Holder Advances shall specify the
     length of the initial Interest Period or Interest Periods therefor.  Upon
     receipt of any such notice, the Agent (on behalf of the Holders) shall
     promptly notify each Holder thereof.  All or any part of outstanding
     Eurodollar Holder Advances or ABR Holder Advances may be converted as
     provided herein, provided, that (i) no ABR Holder Advance may be converted
     into a Eurodollar Holder Advance after the date that is one (1) month
     prior to the Maturity Date and (ii) such notice of conversion shall
     contain an election by the Owner Trustee of an Interest Period for such
     Eurodollar Holder Advance to be created by such conversion and such
     Interest Period shall be in accordance with the terms of the definition of
     the term "Interest Period" including without limitation subparagraphs (A)
     through (D) thereof.

          (b)  Subject to the restrictions set forth in Section 3.1, any
     Eurodollar Holder Advance may be continued as such upon the expiration of
     the then current Interest Period with respect thereto by the Owner Trustee
     giving irrevocable notice to the Agent (on behalf of the Holders) in
     accordance with the notice provisions for the conversion of ABR Holder
     Advances to Eurodollar Holder Advances set forth herein and the applicable
     provisions of the term "Interest Period" of the length of the next
     Interest Period to be applicable to such Eurodollar Holder Advances,
     provided, that no Eurodollar Holder Advance may be continued as such after
     the date that is one (1) month prior to the Maturity Date, provided,
     further, no Eurodollar Holder Advance may be continued as such if an Event
     of Default has occurred and is continuing as of the last day of the
     Interest Period for such Eurodollar Holder Advance, and provided, further,
     that if the Owner Trustee shall fail to give any required notice as
     described above or if such continuation is not permitted pursuant to the
     preceding proviso or otherwise, such Advances shall automatically be
     converted to ABR Advances on the last day of such then expiring Interest
     Period.


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<PAGE>   11



     SECTION 3.9    NOTICE OF AMOUNTS PAYABLE.

          (a)  In the event that any Holder becomes aware that any amounts are
     or will be owed to it pursuant to Sections 11.2(e), 11.3 or 11.4 of the
     Participation Agreement or that it is unable to make Holder Advances which
     bear a yield based on the Eurodollar Rate plus the Applicable Percentage
     for Eurodollar Holder Advances, then it shall promptly notify the Owner
     Trustee thereof and, as soon as possible thereafter, such Holder shall
     submit to the Owner Trustee a certificate indicating the amount owing to
     it and the calculation thereof.  The amounts set forth in such certificate
     shall be prima facie evidence of the obligations of the Owner Trustee
     hereunder.

          (b)  In the event that any Holder delivers to the Owner Trustee a
     certificate in accordance with Section 3.9(a), or any Holder is required
     to make Holder Advances with Holder Yields calculated at the ABR in
     accordance with Section 11.3(d) of the Participation Agreement, subject to
     Section 9.2 of the Participation Agreement, the Owner Trustee may, at the
     expense of Lessee and in the discretion of the Owner Trustee, (i) require
     such Holder to transfer or assign, in whole or (with such Holder's
     consent) in part, without recourse (in accordance with Section 11.8), all
     or (with such Holder's consent) part of its interests, rights (except for
     rights to be indemnified for actions taken while a party hereunder) and
     obligations under this Agreement to a replacement bank or institution if
     the Owner Trustee (subject to Section 9.2 of the Participation Agreement)
     and with the full cooperation of such Holder) can identify a Person who is
     ready, willing and able to be such replacement bank or institution with
     respect thereto and such replacement bank or institution (which may be
     another Holder) shall assume such assigned obligations, or (ii) during
     such time as no Default or Event of Default has occurred and is
     continuing, terminate the Holder Commitment of such Holder and prepay the
     outstanding Holder Advances of such Holder, provided, however, that (x)
     subject to Section 9.2 of the Participation Agreement, the Owner Trustee
     or such replacement bank or institution, as the case may be, shall have
     paid to such Holder in immediately available funds the amount of the
     Holder Advances and Holder Yield accrued to the date of such payment on
     the Holder Advances made by it hereunder (and, if such Holder is also a
     Lender, the principal and interest on all Loans accrued and unpaid
     thereon) and (y) such assignment or termination of the Holder Commitment
     of the Holder and prepayment of the Holder Advances do not conflict with
     any law, rule or regulation or order of any court or Governmental
     Authority.


                                   ARTICLE IV

                         COLLECTIONS AND DISTRIBUTIONS

     SECTION 4.1    COLLECTIONS AND REMITTANCES BY THE OWNER TRUSTEE.

     The Owner Trustee agrees that, subject to the provisions of this Trust
Agreement and the Operative Agreements, it will during the term of this Trust
administer the Trust Estate and, at the


                                       8
<PAGE>   12

direction of the Holders, take steps to collect all Rent and other sums payable
to the Owner Trustee by Lessee under the Lease.  The Owner Trustee agrees to
distribute, or cause to be distributed, all proceeds received from the Trust
Estate in accordance with Article III and Sections 4.2 and 4.3.  The Owner
Trustee shall make, or cause to be made, such distribution promptly upon
receipt of such proceeds (provided, such proceeds are available for
distribution) by the Agent (on behalf of the Owner Trustee), it being
understood and agreed that the Owner Trustee shall not be obligated to make, or
to cause to be made, such distribution until the funds for such distribution
have been received by the Agent (on behalf of the Owner Trustee) in cash or its
equivalent reasonably acceptable to the Owner Trustee.

     SECTION 4.2    PRIORITY OF DISTRIBUTIONS.

     Subject to the terms and requirements of the Operative Agreements, all
payments and amounts received by Trust Company as the Owner Trustee or on its
behalf shall be distributed to the Agent for allocation by the Agent in
accordance with the terms of Section 8.7 of the Participation Agreement or, if
such payments or amounts are received by the Owner Trustee from the Agent, then
they shall be distributed forthwith upon receipt in the following order of
priority: first, in accordance with the Holder Yield protection provisions set
forth in Section 11.3 of the Participation Agreement; and, second, the balance,
if any, of such payment or amount remaining thereafter shall be distributed to
the Holders pro rata (based on the ratio of the individual Holder's Holder
Commitment to the aggregate of all the Holders' Holder Commitments).

     SECTION 4.3    EXCEPTED PAYMENTS.

     Anything in this Article IV or elsewhere in this Trust Agreement to the
contrary notwithstanding, any Excepted Payment received at any time by the
Owner Trustee shall be distributed promptly to the Person entitled to receive
such Excepted Payment.

     SECTION 4.4    DISTRIBUTIONS AFTER DEFAULT.

     Subject to the terms of Section 5.1, the proceeds received by the Owner
Trustee from the exercise of any remedy under the Lease shall be distributed
pursuant to Section 4.2 above.  This Trust shall cease and terminate in
accordance with the terms set forth in Section 8.1 and upon the final
disposition by the Owner Trustee of all of the Trust Estate pursuant to this
Section 4.4.


                                   ARTICLE V

                          DUTIES OF THE OWNER TRUSTEE

     SECTION 5.1    NOTICE OF CERTAIN EVENTS.

     In the event the Owner Trustee shall have knowledge of any Default or
Event of Default, the Owner Trustee shall give written notice thereof within
five (5) Business Days to each Holder, Lessee and the Agent unless such Default
or Event of Default no longer exists before the giving


                                       9
<PAGE>   13

of such notice.  Subject to the provisions of Section 5.3 of this Trust
Agreement and Sections 8.5 and 9.2 of the Participation Agreement, the Owner
Trustee shall take or refrain from taking such action as the Agent shall direct
until such time as the Loans are paid in full (and as more specifically
provided in Sections 8.2(h) and 8.6 of the Participation Agreement) and
thereafter as the Majority Holders shall direct, in each case by written
instructions to the Owner Trustee.  If the Owner Trustee shall have given the
Agent and the Holders (and respecting Sections 8.5 and 9.2 of the Participation
Agreement, the Lessee) notice of any event and shall not have received written
instructions as above provided within thirty (30) days after mailing notice of
such event to the Agent and the Holders (and respecting Sections 8.5 and 9.2 of
the Participation Agreement, the Lessee), the Owner Trustee may, but shall be
under no duty to, and shall have no liability for its failure or refusal to,
take or refrain from taking any action with respect thereto, not inconsistent
with the provisions of the Operative Agreements, as the Owner Trustee shall
deem advisable and in the best interests of the Lenders and the Holders.  For
all purposes of this Trust Agreement, in the absence of actual knowledge of a
Responsible Officer in the Corporate Trust Department of Trust Company, the
Owner Trustee shall be deemed not to have knowledge of any Default or Event of
Default unless a Responsible Officer of the Corporate Trust Department of Trust
Company receives notice thereof given by or on behalf of a Holder, Lessee or
the Agent.

     SECTION 5.2    ACTION UPON INSTRUCTIONS.

     Subject to the provisions of Sections 5.1 and 5.3, upon the written
instructions of the Agent or the Majority Holders (as applicable), the Owner
Trustee will take or refrain from taking such action or actions as may be
specified in such instructions.

     SECTION 5.3    INDEMNIFICATION.

     The Owner Trustee shall not be required to take or refrain from taking any
action under this Trust Agreement or any other Operative Agreement (other than
the actions specified in the first sentence of Section 5.1 and in the last
sentence of Section 5.4) unless Trust Company shall have been indemnified by
Lessee or, at their election, by the Holders and the Lenders against any
liability, fee, cost or expense (including without limitation reasonable
attorneys' fees and expenses) that may be incurred or charged in connection
therewith, other than such as may result from the willful misconduct or gross
negligence of the Owner Trustee.  The Owner Trustee shall not be required to
take any action under any Operative Agreement if the Owner Trustee shall
reasonably determine, or shall have been advised by counsel, that such action
is likely to result in personal liability for which the Owner Trustee has not
been and will not be adequately indemnified or is contrary to the terms hereof
or of any Operative Agreement to which the Owner Trustee is a party or is
otherwise contrary to law.  The Owner Trustee shall be under no liability with
respect to any action taken or omitted to be taken by the Owner Trustee in
accordance with instructions of the Agent or the Majority Holders pursuant to
Section 5.2.


                                       10
<PAGE>   14

     SECTION 5.4    NO DUTIES EXCEPT AS SPECIFIED IN TRUST AGREEMENT OR
                    INSTRUCTIONS.

     The Owner Trustee shall not have any duty or obligation to manage,
control, use, make any payment in respect of, register, record, insure,
inspect, sell, dispose of or otherwise deal with any Property or any other part
of the Trust Estate, or to otherwise take or refrain from taking any action
under or in connection with any Operative Agreement to which the Owner Trustee
is a party, except as expressly provided by the terms of this Trust Agreement
or in written instructions from the Agent and/or the Majority Holders, as
applicable, received pursuant to Sections 5.1, 5.2 or 8.4 of this Trust
Agreement or Sections 8.2(h) or 8.6 of the Participation Agreement or from the
Lessee pursuant to Sections 8.5 or 9.2 of the Participation Agreement; and no
implied duties or obligations shall be read into this Trust Agreement against
the Owner Trustee.  The Owner Trustee shall have no duty or obligation to
supervise or monitor the performance of the Construction Agent pursuant to the
Agency Agreement which for all purposes shall be an independent contractor.
The Owner Trustee nevertheless agrees that it will (in its individual capacity
and at its own cost and expense), promptly take all action as may be necessary
to discharge any Lessor Liens on any part of the Trust Estate.

     SECTION 5.5    NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR INSTRUCTIONS.

     The Owner Trustee agrees that it will not manage, control, use, sell,
dispose of or otherwise deal with any Property or any other part of the Trust
Estate except (a) as required by the terms of the Operative Agreements, (b) in
accordance with the powers granted to, or the authority conferred upon, it
pursuant to this Trust Agreement, (c) in accordance with the express terms
hereof or with written instructions from the Agent and/or the Majority Holders,
as applicable, pursuant to Sections 5.1, 5.2 or 8.4 or (d) from the Lessee
pursuant to Sections 8.5 or 9.2 of the Participation Agreement.

     SECTION 5.6    ABSENCE OF DUTIES.

          (a)  Except in accordance with written instructions furnished
     pursuant to Sections 5.1, 5.2 or 8.4, and without limitation of the
     generality of Section 5.4, the Owner Trustee shall not have any duty to
     (i) file, record or deposit any Operative Agreement or any other document,
     or to maintain any such filing, recording or deposit or to refile,
     rerecord or redeposit any such document; (ii) obtain insurance on any
     Property or effect or maintain any such insurance, other than to receive
     and forward to each Holder and the Agent any notices, policies,
     certificates or binders furnished to the Owner Trustee pursuant to the
     Lease; (iii) maintain any Property; (iv) pay or discharge any Tax or any
     Lien owing with respect to or assessed or levied against any part of the
     Trust Estate, except as provided in the last sentence of Section 5.4,
     other than to forward notice of such Tax or Lien received by the Owner
     Trustee to each Holder, the Lessee and the Agent; (v) confirm, verify,
     investigate or inquire into the failure to receive any reports or
     financial statements of Lessee or any other Person; (vi) inspect any
     Property any time or ascertain or inquire as to the performance or
     observance of any of the covenants of Lessee or any other Person under any
     Operative Agreement with respect to any Property; or (vii)



                                       11
<PAGE>   15

     manage, control, use, sell, dispose of or otherwise deal with any Property
     or any part thereof or any other part of the Trust Estate, except as
     provided in Section 5.5.

          (b)  The Owner Trustee, in the exercise or administration of the
     trusts and powers hereunder, including without limitation its obligations
     under Section 5.2, may, at the expense of Lessee, employ agents,
     attorneys, accountants, and auditors and enter into agreements with any of
     them and the Owner Trustee shall not be liable, either in its individual
     capacity or in its capacity as the Owner Trustee, for the default or
     misconduct of any such agents, attorneys, accountants or auditors if such
     agents, attorneys, accountants or auditors shall have been selected by it
     in good faith.


                                   ARTICLE VI

                               THE OWNER TRUSTEE

     SECTION 6.1    ACCEPTANCE OF TRUST AND DUTIES.

     The Owner Trustee accepts the trust and duties hereby created and agrees
to perform the same, but only upon the terms of this Trust Agreement.  The
Owner Trustee agrees to receive, manage and disburse all moneys constituting
part of the Trust Estate actually received by it as the Owner Trustee in
accordance with the terms of this Trust Agreement.  The Owner Trustee shall not
be answerable or accountable under any circumstances, except for (i) its own
willful misconduct or gross negligence, (ii) the inaccuracy of any of its
representations or warranties contained in Section 6.3 of this Trust Agreement
or Section 6.1 of the Participation Agreement, (iii) its failure to perform
obligations expressly undertaken by it in the last sentence of Section 5.4 of
this Trust Agreement or in Section 8.2(a) of the Participation Agreement, (iv)
Taxes based on or measured by any fees, commissions or compensation received by
it for acting as the Owner Trustee in connection with any of the transactions
contemplated by the Operative Agreements, or (v) its failure to use ordinary
care to receive, manage and disburse moneys actually received by it in
accordance with the terms of the Operative Agreements.

     SECTION 6.2    FURNISHING OF DOCUMENTS.

     The Owner Trustee will furnish to each Holder and to the Agent, promptly
upon receipt thereof, duplicates or copies of all reports, notices, requests,
demands, opinions, certificates, financial statements and any other instruments
or writings furnished to the Owner Trustee hereunder or under the Operative
Agreements, unless by the express terms of any Operative Agreement a copy of
the same is required to be furnished by some other Person directly to the
Holders and/or the Agent, or the Owner Trustee shall have determined that the
same has already been furnished to the Holders and the Agent.


                                       12
<PAGE>   16


     SECTION 6.3    NO REPRESENTATIONS OR WARRANTIES AS TO THE PROPERTIES OR
                    OPERATIVE AGREEMENTS.

     THE OWNER TRUSTEE MAKES (i) NO REPRESENTATION OR WARRANTY, EITHER EXPRESS
OR IMPLIED, AS TO THE TITLE, VALUE, USE, CONDITION, DESIGN, OPERATION,
MERCHANTABILITY OR FITNESS FOR USE OF ANY PROPERTY (OR ANY PART THEREOF), OR
ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED,
WITH RESPECT TO ANY PROPERTY (OR ANY PART THEREOF) AND THE OWNER TRUSTEE SHALL
NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN OR THE FAILURE
OF ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY LEGAL REQUIREMENT
except that the Owner Trustee hereby represents, warrants and covenants to each
Holder that it will comply with the last sentence of Section 5.4, and (ii) no
representation or warranty as to the validity or enforceability of any
Operative Agreement or as to the correctness of any statement made by a Person
other than the Owner Trustee or the Owner Trustee contained in any thereof,
except that the Owner Trustee represents, warrants and covenants to each Holder
that this Trust Agreement has been and each of the other Operative Agreements
which contemplates execution thereof by the Owner Trustee has been or will be
executed and delivered by its officers who are, or will be, duly authorized to
execute and deliver documents on its behalf.

     SECTION 6.4    NO SEGREGATION OF MONEYS; NO INTEREST.

     Except as otherwise provided herein or in any of the other Operative
Agreements, moneys received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law, and may be
deposited under such general conditions as may be prescribed by law, and
neither Trust Company nor the Owner Trustee shall be liable for any interest
thereon, except as may be agreed to in writing by the Owner Trustee or the
Trust Company.

     SECTION 6.5    RELIANCE; ADVICE OF COUNSEL.

     The Owner Trustee shall not incur any liability to any Person in acting
upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper believed by it to
be genuine and believed by it in good faith to be signed by the proper party or
parties.  The Owner Trustee may accept and rely upon a certified copy of a
resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect.  As to any fact or matter
the manner of ascertainment of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on an Officer's Certificate of
the relevant party, as to such fact or matter, and such certificate shall
constitute full protection to the Owner Trustee for any action taken or omitted
to be taken by it in good faith in reliance thereon.  In the administration of
the trusts hereunder, the Owner Trustee may execute any of the trusts or powers
hereof and perform its powers and duties hereunder directly or through agents
or attorneys and may consult with counsel, accountants and other skilled
Persons to be selected and employed by it, and the Owner Trustee shall not be
liable for anything done,


                                       13
<PAGE>   17



suffered or omitted in good faith by it in accordance with the advice or
opinion of any such counsel, accountants or other skilled Persons and not
contrary to this Trust Agreement.

     SECTION 6.6    LIABILITY WITH RESPECT TO DOCUMENTS.

     The Owner Trustee, either in its trust or individual capacities, shall not
incur any liability to any Person for or in respect of the recitals herein, the
validity or sufficiency of this Trust Agreement or for the due execution hereof
by each Holder or for the form, character, genuineness, sufficiency, value or
validity of any Property or for or in respect of the validity or sufficiency of
any of the Operative Agreements and the Owner Trustee, either in its trust or
individual capacities, shall in no event assume or incur any liability, duty or
obligation to any Person or to any Holder, other than as expressly provided for
herein or in any of the other Operative Agreements.

     SECTION 6.7    NOT ACTING IN INDIVIDUAL CAPACITY.

     All Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by the Operative Agreements shall look only to the
Trust Estate (or a part thereof, as the case may be) for payment or
satisfaction thereof, except as specifically provided in this Article VI and
except to the extent that the Owner Trustee shall otherwise expressly agree in
any Operative Agreement to which it is a party, including without limitation
Section 6.1 and Section 8.2(a) of the Participation Agreement and the last
sentence of Section 5.4 hereof.

     SECTION 6.8    BOOKS AND RECORDS; TAX RETURNS.

          (a)   The Owner Trustee shall be responsible for the keeping of all
     appropriate books and records relating to the receipt and disbursement of
     all moneys that it may receive hereunder, or under any other Operative
     Agreement.  The Owner Trustee shall, at the expense of Lessee, file an
     application with the Internal Revenue Service for a taxpayer
     identification number with respect to the trust created hereby.  The Owner
     Trustee shall, at the expense of Lessee, prepare or cause to be prepared
     and the Owner Trustee shall sign and/or file the federal fiduciary tax
     return with respect to Taxes due and payable by the trust created hereby
     in connection with the transactions contemplated hereby and by any other
     Operative Agreement.  Each Holder shall furnish the Owner Trustee with all
     such information as may be reasonably required from such Holder (as such
     is requested in writing by the Owner Trustee) in connection with the
     preparation of such tax returns.  The Owner Trustee shall keep copies of
     all returns delivered to or filed by it.

          (b)  The Owner Trustee, either in its trust or individual capacities,
     shall be under no obligation to appear in, prosecute or defend any action,
     which in its opinion may require it to incur any out-of-pocket expense or
     any liability unless the Owner Trustee shall be furnished with such
     reasonable security and indemnity by Lessee (or, at the election of the
     Majority Secured Parties, by the Holders and the Lenders) against such
     expense or liability as it may require.  The Owner Trustee may, but shall
     be under no duty to, undertake such action as it may deem necessary at any
     and all times, without any


                                       14
<PAGE>   18



     further action by the Agent or any Holder to protect one (1) or more of
     the Properties and the rights and interests of the Holders pursuant to the
     terms of this Trust Agreement; provided, however, that the Owner Trustee
     may obtain reimbursement for the out-of-pocket expenses and costs of such
     actions, undertakings or proceedings from Lessee.


                                  ARTICLE VII

                      INDEMNIFICATION OF THE OWNER TRUSTEE

     SECTION 7.1    INDEMNIFICATION GENERALLY.

     The Owner Trustee is indemnified for matters related to the transactions
described herein by Lessee pursuant to Section 11 of the Participation
Agreement.  Except as may be specifically provided from time to time hereafter
in writing by the Holders, the Owner Trustee shall not have any right of
indemnification from any Holder with respect to the transactions described
herein or in any of the other Operative Agreements.

     SECTION 7.2    COMPENSATION AND EXPENSES.

     Lessee has agreed to pay the fees and expenses of the Owner Trustee as
provided in Section 7.3 of the Participation Agreement.


                                  ARTICLE VIII

                         TERMINATION OF TRUST AGREEMENT

     SECTION 8.1    TERMINATION OF TRUST AGREEMENT.

     This Trust Agreement and the trusts created hereby shall terminate and the
Trust Estate shall, subject to the provisions of the Participation Agreement,
the other Operative Agreements and Article IV of this Trust Agreement, be
distributed pro rata to the Holders, and this Trust Agreement shall be of no
further force or effect, upon the earliest of (a) the joint written request of
the Majority Holders following the sale or other final disposition by the Owner
Trustee of all property constituting part of the Trust Estate and the final
distribution by the Owner Trustee of all moneys or other property or proceeds
constituting part of the Trust Estate in accordance with the terms hereof;
provided, however, that (except as provided for in the Operative Agreements)
the Trust Estate shall not be subject to sale or other final disposition by the
Owner Trustee prior to the payment in full and discharge of the Loans and all
other indebtedness secured by the Credit Documents and the release of the
Credit Documents and the Liens granted thereby and the payment in full of the
Holder Amount and Holder Yield thereon and all other amounts owing to the
Holders under any of the Operative Agreements and (b) fifty (50) years after
the date hereof.


                                       15
<PAGE>   19


     SECTION 8.2    TERMINATION AT OPTION OF THE HOLDERS.

     Notwithstanding Section 8.1, this Trust Agreement and the trusts created
hereby shall terminate and the Trust Estate shall be distributed pro rata to
the Holders, and this Trust Agreement shall be of no further force and effect,
upon the joint election of the Holders by notice to the Owner Trustee, if such
notice shall be accompanied by the written agreement of each Holder assuming
all the obligations of the Owner Trustee under or contemplated by the Operative
Agreements and all other obligations of the Owner Trustee incurred by it as
trustee hereunder; provided, however, that each Holder agrees for the express
benefit of the Agent and the Lenders, that without the consent of the Majority
Lenders, no such election shall be effective until the Liens and security
interests of the Security Documents on the Collateral shall have been released
and until full payment of the principal of, and interest on the Loans and all
other sums due to the Lenders shall have been made.  Such written agreement
shall be reasonably satisfactory in form and substance to the Owner Trustee and
shall release the Owner Trustee from all further obligations of the Owner
Trustee hereunder and under the agreements and other instruments mentioned in
the preceding sentence.

     SECTION 8.3    TERMINATION AT OPTION OF THE OWNER TRUSTEE.

     At any time that the Lease shall no longer be in full force and effect and
the Agent shall have confirmed in writing to the Owner Trustee that the Lenders
have received payment in full of the principal of and interest on the Loans and
that all other sums due to the Agent and the Lenders under the Operative
Agreements shall have been made, then the Holders hereby authorize the Owner
Trustee to:  (a) terminate this Trust Agreement and the trusts created hereby
and (b) distribute and convey the Trust Estate pro rata to the Holders by
executing the necessary transfer documents as contemplated by Section 8.4.  The
exercise of such option by the Owner Trustee shall cause this Trust Agreement
to be of no further force and effect and shall release the Owner Trustee from
all further obligations of the Owner Trustee hereunder and under the agreements
and other instruments mentioned in the preceding sentence.

     SECTION 8.4    ACTIONS BY THE OWNER TRUSTEE UPON TERMINATION.

     Upon termination of this Trust Agreement and the trusts created hereby
pursuant to Sections 8.1, 8.2 or 8.3, the Owner Trustee shall upon notice of
such event take such action as may be necessary or as may be requested by the
Majority Holders to transfer the Trust Estate pro rata to the Holders,
including without limitation the execution of instruments of transfer or
assignment with respect to any of the Operative Agreements to which the Owner
Trustee is a party.


                                       16
<PAGE>   20


                                   ARTICLE IX

                  SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
                          AND SEPARATE OWNER TRUSTEES

     SECTION 9.1    RESIGNATION OF THE OWNER TRUSTEE; APPOINTMENT OF SUCCESSOR.

          (a)  The Owner Trustee may resign at any time without cause by giving
     at least thirty (30) days' prior written notice to each Holder, the Agent
     and Lessee; provided, however, that such resignation shall not be
     effective until the acceptance of appointment by a successor Owner Trustee
     under Section 9.1(b).  The Owner Trustee may be removed with or without
     cause at any time by the Majority Holders upon consent to such removal by
     the Agent and with sixty (60) days' prior written notice to the Owner
     Trustee, a copy of which notice shall be concurrently delivered by the
     Majority Holders to the Agent and Lessee.  Any such removal shall be
     effective upon the acceptance of appointment by a successor Owner Trustee
     under Section 9.1(b).  In case of the resignation or removal of the Owner
     Trustee, the Holders may appoint a successor Owner Trustee by an
     instrument signed by the Majority Holders; provided, however, that such
     successor Owner Trustee must be approved by the Agent.  In the event the
     Owner Trustee shall be an individual, his death or incapacity, or
     termination of employment (whether voluntary or involuntary) with First
     Security Bank, National Association (or a successor corporate Owner
     Trustee) shall be treated as a resignation hereunder and shall be
     effective immediately.  If a successor Owner Trustee shall not have been
     appointed within thirty (30) days after the giving of written notice of
     such resignation or the delivery of the written instrument with respect to
     such removal, the Owner Trustee or any Holder may apply to any court of
     competent jurisdiction to appoint a successor Owner Trustee to act until
     such time, if any, as a successor shall have been appointed and shall have
     accepted its appointment as above provided.  Any successor Owner Trustee
     so appointed by such court shall immediately and without further act be
     superseded by any successor Owner Trustee appointed as above provided
     within one (1) year from the date of the appointment by such court.

          (b)  Any successor Owner Trustee, however appointed, shall execute
     and deliver to the predecessor Owner Trustee an instrument accepting such
     appointment, and thereupon such successor Owner Trustee, without further
     act shall become vested with all the estates, properties, rights, powers,
     duties and trusts of the predecessor Owner Trustee in the trusts hereunder
     with like effect as if originally named an Owner Trustee herein; but
     nevertheless, upon the written request of such successor Owner Trustee
     such predecessor Owner Trustee shall execute and deliver an instrument
     transferring to such successor Owner Trustee, upon the trusts herein
     expressed, all the estates, properties, rights, powers, duties and trusts
     of such predecessor Owner Trustee, and such predecessor Owner Trustee
     shall duly assign, transfer, deliver and pay over to such successor Owner
     Trustee all moneys or other property then held by such predecessor Owner
     Trustee upon the trusts herein expressed.


                                       17
<PAGE>   21

          (c)  Any successor Owner Trustee, however appointed, shall be a bank
     or trust company incorporated and doing business within the United States
     of America and having a combined capital and surplus of at least
     $50,000,000, if there be such an institution willing, able and legally
     qualified to perform the duties of the Owner Trustee hereunder upon
     reasonable or customary terms.

          (d)  Any corporation into which the Owner Trustee may be merged or
     converted or with which it may be consolidated, or any corporation
     resulting from any merger, conversion or consolidation to which the Owner
     Trustee shall be a party, or any corporation to which substantially all
     the corporate trust business of the Owner Trustee may be transferred,
     shall, subject to the terms of Section 9.1(c), be the Owner Trustee under
     this Trust Agreement without further act.

     SECTION 9.2    CO-TRUSTEES AND SEPARATE TRUSTEES.

     Whenever the Owner Trustee or the Majority Holders shall deem it necessary
or prudent in order either (a) to conform to any law of any jurisdiction in
which all or any part of the Trust Estate shall be situated or to which it may
be subject or to make any claim or bring any suit with respect to the Trust
Estate or any Operative Agreement, (b) shall be advised by counsel satisfactory
to it that it is so necessary or prudent, or (c) the Owner Trustee shall have
been directed to do so by the Majority Holders and the Agent, the Owner Trustee
and the Holders shall execute and deliver an agreement supplemental hereto and
all other instruments and agreements, and shall take all other action,
necessary or proper to constitute one (1) or more Persons who need not meet the
requirements of Section 9.1(c) (and the Owner Trustee may appoint one (1) or
more of its officers) either as co-trustee or co-trustees (the "Co-Owner
Trustee"), jointly with the Owner Trustee, of all or any part of the Trust
Estate, or as separate trustee or separate trustees of all or any part of the
Trust Estate, and to vest in such Persons, in such capacity, such title to the
Trust Estate or any part thereof and such rights or duties as may be necessary
or desirable, all for such period and under such terms and conditions as are
satisfactory to the Owner Trustee and the Holders.  In accordance with the
foregoing:

          (i)  The Owner Trustee shall appoint a Co-Owner Trustee hereunder in
     part so that if, under any present or future law of any state where any
     Property is located or of any jurisdiction in which it may be necessary to
     perform any act in carrying out the trusts herein created, the Owner
     Trustee or any of its successors may be incompetent or unqualified or
     incapacitated or unwilling to perform certain acts as such Owner Trustee,
     then upon the written request of the Owner Trustee of any of its
     successors received by any Co-Owner Trustee, all of such acts required to
     be performed in such jurisdiction in the execution of the trust hereby
     created, shall and will be performed by any Co-Owner Trustee, or any of
     his successors, in trust acting alone, as if he or such successor had been
     specifically authorized so to do or had been the sole Owner Trustee
     hereunder.  Any Co-Owner Trustee shall continue to perform such acts until
     otherwise directed in writing by the Owner Trustee or any of its
     successors.  Any request in writing by the Owner Trustee or any of its
     successors to the Co-Owner Trustee shall be sufficient warrant for him to
     take such action as may be so requested.


                                       18
<PAGE>   22

          (ii)  Except as it may be deemed necessary for any Co-Owner Trustee or
     any of his successors solely or jointly to execute the trusts herein
     created, the Owner Trustee or any of its successors shall solely have and
     exercise the powers, and shall be solely charged with the performance of
     the duties, hereinbefore declared on the part of the Owner Trustee to be
     had, exercised and performed; and any Co-Owner Trustee shall not be liable
     therefor.  Any Co-Owner Trustee or any successor to him may delegate to
     the Owner Trustee or its successor hereunder the exercise of any power,
     discretion or otherwise, conferred by any provision of this Trust
     Agreement.

          (iii) Any act of the Owner Trustee herein required or authorized
     shall and will be jointly or separately performed by the Owner Trustee or
     its successors hereunder and by any Co-Owner Trustee or any of his
     successors appointed hereunder, if such joint performance or separate
     performance shall be necessary to the legality of such act and when so
     acting all references herein to "First Security Bank, National
     Association" shall be deemed to be references to such Co-Owner Trustee in
     its individual capacity and all references to "Owner Trustee" shall be
     deemed to be references to any Co-Owner Trustee, and such Co-Owner Trustee
     shall be entitled to all the protection, indemnification, immunity and
     compensation herein provided to the Owner Trustee acting singly in
     reference to such acts (subject to the limitations to such a protection,
     indemnification, immunity and compensation set forth herein).

          (iv)  The Owner Trustee or its successor in trust shall have and is
     hereby given the power at any time by an instrument in writing duly
     executed by a Responsible Officer, to remove any Co-Owner Trustee or his
     successor, from his position as Co-Owner Trustee hereunder.  In the case
     of death, resignation, removal, incapacity or inability to act hereunder
     of the Co-Owner Trustee, or his successor as Co-Owner Trustee, any adult
     citizen of the United States of America may be appointed Co-Owner Trustee
     hereunder by the person who shall at the time be a Responsible Officer of
     the corporation then acting as the Owner Trustee hereunder by an
     instrument in writing duly executed, and under its corporate seal, and,
     subject to its right to revoke such appointment or to appoint another
     person, the Owner Trustee shall appoint a successor Co-Owner Trustee, such
     appointment to be immediately effective in case of the death, resignation,
     removal or inability or incapacity to act hereunder of the Co-Owner
     Trustee.  In the event a vacancy occurs in the office of the Co-Owner
     Trustee, either by reason of resignation, removal, incapacity or inability
     to act and no successor is appointed pursuant to the foregoing provisions
     within thirty (30) days after such vacancy occurs, the Holders and the
     Agent may jointly appoint a successor to the Co-Owner Trustee in the same
     manner as is provided for the appointment of a successor to the Co-Owner
     Trustee hereunder.

          (v)   At any time or times, for the purposes of meeting the legal
     requirements of any jurisdiction in which any part of the Trust Estate
     hereunder may at the time be located, or to avoid any violation of law or
     imposition of taxes not otherwise imposed on the Owner Trustee, or if the
     Owner Trustee shall deem it desirable for its own protection, the Owner
     Trustee shall have power to appoint one (1) or more persons (who may be


                                       19
<PAGE>   23

     officers of the Owner Trustee either to act as an additional co-trustee,
     jointly with the Owner Trustee) of all or any part of the Trust Estate
     hereunder, or of any property constituting part thereof, or to act as
     separate trustee of any part of the Trust Estate in either case with such
     powers as may be provided in the instrument of appointment and are
     consistent with the terms hereof, and to vest in such person or persons in
     the capacity as aforesaid, any property, title, right or power deemed
     necessary or desirable, subject to the remaining provisions of this
     Section 9.2.

          (vi)   Notwithstanding any provision of this Trust Agreement to the
     contrary, any additional co-trustee shall act upon and be subject to the
     following terms and conditions:

                 All rights, powers, duties and obligations conferred or imposed
          upon the Owner Trustee shall be conferred or imposed solely upon and
          solely exercised and performed by the Owner Trustee except to the
          extent that under any law of any jurisdiction in which any particular
          act or acts are to be performed the Owner Trustee or the Owner
          Trustee shall be incompetent or unqualified to perform such act or
          acts or to avoid any violation of law or imposition of taxes not
          otherwise imposed on the Owner Trustee, or if the Owner Trustee shall
          deem it desirable for its own protection, in which event such rights,
          powers, duties and obligations shall be exercised and performed by
          such co-trustee or Co-Owner Trustee.

          (vii)  No power granted by this Trust Agreement to, or which this
     Trust Agreement provides may be exercised by, the Owner Trustee in respect
     of the custody, control and management of moneys may be exercised by any
     Co-Owner Trustee or any subsequently appointed co-trustee except jointly
     with, or with the consent in writing of, the Owner Trustee for
     disbursement or application in accordance with the terms hereof.

          (viii) All moneys which may be received or collected by any
     Co-Owner Trustee or such subsequently appointed co-trustees shall be paid
     over to the Owner Trustee to be distributed in accordance with this Trust
     Agreement and the other Operative Agreements.

          (ix)   Any Co-Owner Trustee, or any subsequently appointed co-trustee
     to the extent permitted by law, does hereby constitute the Owner Trustee
     or its successors hereunder his or her agent or attorney in fact, with
     full power and authority to do any and all acts and things and exercise
     any and all discretion authorized or permitted by the Co-Owner Trustee or
     such subsequently appointed co-trustee, in its behalf or in its name.

          (x)    No trustee hereunder shall be personally liable by reason of
     any act or omission of any other trustee hereunder.

     SECTION 9.3    NOTICE.

     At all times that a successor Owner Trustee is appointed pursuant to
Section 9.1, an Owner Trustee resigns pursuant to Section 9.1 or the Co-Owner
Trustee, a co-trustee or separate


                                       20
<PAGE>   24

trustee, is appointed pursuant to Section 9.2, the Holders shall give joint
notice of such fact within thirty (30) days of its occurrence to (x) Lessee, if
the Lease is then in effect and (y) the Agent, if the Credit Agreement is in
effect.


                                   ARTICLE X

                                   AMENDMENTS

     SECTION 10.1   AMENDMENTS.

     This Trust Agreement may be terminated, amended, supplemented, waived or
modified in accordance with Section 12.4 of the Participation Agreement.

     SECTION 10.2   LIMITATION ON AMENDMENTS.

     Notwithstanding Section 10.1, the Owner Trustee shall not, without the
consent of the Agent execute any amendment that might result in the trusts
created hereunder being terminated prior to the satisfaction and discharge of
the Lien and security interest of the Security Documents on the Collateral or
prior to the payment in full of the principal of, and interest on the Loans and
other than in accordance with the terms of the Credit Agreement.


                                   ARTICLE XI

                                 MISCELLANEOUS

     SECTION 11.1   NO LEGAL TITLE TO TRUST ESTATE IN THE HOLDERS.

     The Holders shall not have legal title to any part of the Trust Estate;
provided, however, that each Holder has a pro rata beneficial interest in the
Trust Estate.  No transfer, by operation of law or otherwise, of any right,
title or interest of a Holder in and to the Trust Estate or hereunder shall
operate to terminate this Trust Agreement or the Trust or the trusts hereunder
or entitle any successor or transferee to an accounting or to the transfer to
it of legal title to any part of the Trust Estate.

     SECTION 11.2   SALE OF A PROPERTY BY THE OWNER TRUSTEE IS BINDING.

     Any sale, transfer, or other conveyance of any Property or any part
thereof by the Owner Trustee made pursuant to the terms of this Trust Agreement
or any other Operative Agreement shall bind the Holders and shall be effective
to sell, transfer and convey all right, title and interest of the Owner Trustee
and the Holders in and to such Property or any part thereof.  No purchaser or
other grantee shall be required to inquire as to the authorization, necessity,
expediency or regularity of such sale or conveyance or as to the application of
any sale or other proceeds with respect thereto by the Owner Trustee.


                                       21
<PAGE>   25


     SECTION 11.3   LIMITATIONS ON RIGHTS OF OTHERS.

     Nothing in this Trust Agreement whether express or implied, shall be
construed to give to any Person, other than the Owner Trustee and each Holder,
any legal or equitable right, remedy or claim under or in respect of this Trust
Agreement, any covenants, conditions or provisions contained herein or in the
Trust Estate; but this Trust Agreement shall be held for the sole and exclusive
benefit of the Owner Trustee and the Holders.  The Agent shall have the right
to enforce the provisions of Sections 5.1, 5.2, 5.3, 5.4, 6.2, 6.8, 8.1, 8.2,
8.3, 9.1, 9.2, 9.3, 10.1 and 10.2 prior to the payment in full of the principal
of and interest on the Loans and such other amounts due and payable to the
Lenders or the Agent under the Operative Agreements.

     SECTION 11.4   NOTICES.

     Unless otherwise expressly specified or permitted by the terms hereof, all
notices hereunder shall be given as provided in Section 12.2 of the
Participation Agreement.

     SECTION 11.5   SEVERABILITY.

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

     SECTION 11.6   LIMITATION ON THE HOLDERS' LIABILITY.

     No Holder shall have any liability for the performance of this Trust
Agreement except as expressly set forth herein.

     SECTION 11.7   SEPARATE COUNTERPARTS.

     This Trust 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.

     SECTION 11.8   SUCCESSORS AND ASSIGNS.

          (a)  All covenants and agreements contained herein shall be binding
     upon, and inure to the benefit of, Trust Company, the Owner Trustee and
     its successors and assigns and each Holder and its successors and assigns,
     all as herein provided.  Any request, notice, direction, consent, waiver
     or other instrument or action by a Holder shall bind the successors and
     assigns of such Holder.


                                       22
<PAGE>   26

          (b)  Any Holder may transfer or assign all or any portion of its
     right, title and interest in the Trust Estate, this Trust Agreement and
     the Certificate of such Holder in accordance with the requirements of
     Section 10.1 of the Participation Agreement and pursuant to an assignment
     agreement in a form acceptable to the Owner Trustee, which assignment
     agreement shall provide, without limitation, that the assignee undertakes
     and assumes all obligations and covenants of a Holder under this Trust
     Agreement and the other Operative Agreements.  The Holder proposing the
     transfer or assignment shall notify the Owner Trustee, the Agent and
     Lessee in writing of the effective date of the transfer or assignment,
     which effective date shall be at least three (3) Business Days after the
     date of such notification.  The Owner Trustee shall maintain a register
     showing the Holders and their respective interests in the Trust Estate
     and, upon the occurrence of a permitted assignment pursuant to this
     Section 11.8(b), shall issue a Certificate to the assignee and, if the
     assigning Holder is maintaining an interest hereunder, a new Certificate
     to such assigning Holder representing its revised interest in the Trust
     Estate.  The Owner Trustee shall not recognize any purported assignment or
     transfer by a Holder that does not comply with the terms of this Section
     11.8 and any such attempted transfer or assignment by a Holder in
     violation of the terms of this Section 11.8 shall be null and void and of
     no effect.

     SECTION 11.9   HEADINGS.

     The headings of the various articles and sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

     SECTION 11.10  GOVERNING LAW.

     THIS TRUST AGREEMENT HAS BEEN DELIVERED IN, AND SHALL IN ALL RESPECTS BE
GOVERNED BY AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAW
OF, THE STATE OF UTAH.

     SECTION 11.11  PERFORMANCE BY THE HOLDERS.

     Any obligation of the Owner Trustee hereunder or under any Operative
Agreement or other document contemplated herein may be performed by the Holders
(or by one (1) of them with the written consent of the other) and any such
performance shall not be construed as a revocation of the trusts created
hereby.

     SECTION 11.12  CONFLICT WITH OPERATIVE AGREEMENTS.

     If this Trust Agreement (or any instructions given by a Holder pursuant
hereto) shall require that any action be taken with respect to any matter and
any other Operative Agreement (or any instructions duly given in accordance
with the terms thereof) shall require that a different action be taken with
respect to such matter, and such actions shall be mutually exclusive, the
provisions of such other Operative Agreement, in respect thereof, shall
control.


                                       23
<PAGE>   27

     SECTION 11.13  NO IMPLIED WAIVER.

     No term or provision of this Trust Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing entered
into as provided in Section 10.1; and any such waiver of the term hereof shall
be effective only in the specific instance and for the specific purpose given.

     SECTION 11.14  SUBMISSION TO JURISDICTION; VENUE; ARBITRATION.

     THE PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING TO SUBMISSION TO
JURISDICTION, VENUE AND ARBITRATION ARE HEREBY INCORPORATED BY REFERENCE
HEREIN, MUTATIS MUTANDIS.

     SECTION 11.15  AMENDMENT AND RESTATEMENT OF PRIOR TRUST AGREEMENT.

     This Trust Agreement amends, supersedes and restates in its entirety and
in all respects the Trust Agreement dated as of January 14, 1998 between the
parties hereto.  Such earlier Trust Agreement is of no further force or effect.

                            [SIGNATURE PAGE FOLLOWS]



                                       24
<PAGE>   28

    IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers hereunto duly authorized, as of
the date set forth above.


                              HOLDER:

                              FIRST UNION NATIONAL BANK


                              By: /s/ Louis E. Flori
                                 ------------------------
                              Name:   Louis E. Flori
                                   ----------------------
                              Title:  Vice President
                                    ---------------------



                              OWNER TRUSTEE:

                              FIRST SECURITY BANK, NATIONAL ASSOCIATION


                              By: /s/ Brett R. King
                                  ----------------------------
                              Name:   Brett R. King
                                   ---------------------------
                              Title:  Assistant Vice President
                                    --------------------------


                      (Guilford Real Estate Trust 1998-1)



<PAGE>   29

                                   SCHEDULE I

                               HOLDER COMMITMENTS


<TABLE>
<CAPTION>
                                                 Holder Commitment
                                                 -----------------

         Name of Holder                          Amount/Percentage
         --------------                          -----------------
<S>                                          <C>               <C>
First Union National Bank                    $600,000          100%
c/o First Union Capital Markets Group
301 South College Street, DC-6
Charlotte, North Carolina 28288-0166
Attention:  Ms. Jane O. Hurley,
            Capital Markets Services
Telephone:  (704) 383-3812
Telecopy:   (704) 383-7989





TOTAL                                        $600,000          100%
</TABLE>





                                      I-1
<PAGE>   30





                                   EXHIBIT A

                           FORM OF HOLDER CERTIFICATE


                   FIRST SECURITY BANK, NATIONAL ASSOCIATION

                                 TRUSTEE UNDER

                  TRUST AGREEMENT DATED AS OF FEBRUARY 5, 1998


                               HOLDER CERTIFICATE

                       GUILFORD REAL ESTATE TRUST 1998-1


$__________________                                      ___________, 199__



     FIRST SECURITY BANK, NATIONAL ASSOCIATION, as trustee (herein in such
capacity called the "Owner Trustee") under that certain Trust Agreement dated
as of February 5, 1998 (herein called the "Trust Agreement", the defined terms
therein not otherwise defined herein being used herein with the same meanings),
among the several banks and other financial institutions from time to time
parties to the Trust Agreement as the Holders and the Owner Trustee, hereby
certifies for the benefit of ___________________ as follows:  (i) this Holder
Certificate is a Holder Certificate referred to in Section 3.1(d) of the Trust
Agreement, which Holder Certificate has been issued by the Owner Trustee
pursuant to the Trust Agreement and (ii) subject to the prior payment of Notes
to the extent provided for in Section 8.7 of the Participation Agreement, and
to the assignment, pledge or mortgage of the Trust Estate to secure the Notes
as set forth in the applicable Operative Agreements, the holder of this Holder
Certificate has an undivided beneficial interest in properties of the Owner
Trustee constituting part of the Trust Estate and is entitled to receive as
provided in the Trust Agreement, a portion of the Rent received or to be
received by the Owner Trustee for the Properties, as well as a portion of
certain other payments which may be received by the Trustee pursuant to the
terms of the Operative Agreements as more particularly set forth therein.

     All amounts payable hereunder and under the Trust Agreement shall be paid
only from the income and proceeds from the Trust Estate and only to the extent
that the Owner Trustee (or the Agent on behalf of the Owner Trustee) shall have
received sufficient income or proceeds from the Trust Estate to make such
payments in accordance with the terms of the Trust Agreement, except as
specifically provided in Section 6.1 of the Trust Agreement; and the holder
hereof, by its acceptance of this Holder Certificate, agrees that it will look
solely to the income and proceeds from the Trust Estate to the extent available
for distribution to the holder hereof as provided in the Trust Agreement and
that, except as specifically provided in the Trust


                                      A-1
<PAGE>   31

Agreement, the Owner Trustee is not personally liable to the holder hereof for
any amount payable under this Holder Certificate or the Trust Agreement.

     The amounts payable to the holder hereof pursuant to the Trust Agreement
shall be paid or caused to be paid by the Owner Trustee to, or for the account
of, such Holder, or its nominee, by transferring such amount in immediately
available funds to a bank institution or banking institutions with bank wire
transfer facilities for the account of such Holder or as otherwise instructed
in writing from time to time by such Holder.

     This Holder Certificate shall mature, and all amounts payable to the
holder hereof pursuant to the Trust Agreement shall be due and payable, on the
Maturity Date.

     This Holder Certificate shall bear a yield on the unpaid amount hereof
from time to time outstanding hereunder and under the Trust Agreement at the
Holder Yield as provided in the Trust Agreement.  The Holder Yield on this
Holder Certificate shall be computed as provided in the Trust Agreement and
shall be payable at the rates, at the times and from the dates specified in the
Trust Agreement.

     From and after the execution of the Participation Agreement, the rights of
the holder of this Holder Certificate under the Trust Agreement as well as the
beneficial interest of the holder of this Holder Certificate in and to the
properties of the Owner Trustee constituting part of the Trust Estate, are
subject and subordinate to the rights of the holders of the Notes to the extent
provided in the applicable Operative Agreements.  The Trust Estate has been or
will be assigned, pledged and mortgaged to the Agent, on behalf of the Lenders
and the Holders, as security for the Notes and the Holder Certificates.
Reference is hereby made to the Trust Agreement, the Participation Agreement,
the Credit Agreement, the Security Agreement and the Notes for statements of
the rights of the holder of this Holder Certificate and of the rights of the
holders of, and the nature and extent of the security for, the Notes, as well
as for a statement of the terms and conditions of the trusts created by the
Trust Agreement, to all of which terms and conditions the holder hereof agrees
by its acceptance of this Holder Certificate.

     The holder hereof, by its acceptance of this Holder Certificate, agrees
not to transfer this Holder Certificate except in accordance with the terms of
the Trust Agreement and the other Operative Agreements.

     THIS HOLDER CERTIFICATE SHALL BE INTERPRETED AND ENFORCED AND THE RIGHTS
AND LIABILITIES OF THE PARTIES HERETO DETERMINED, INTERPRETED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS)
AND DECISIONS OF THE STATE OF UTAH.  WHENEVER POSSIBLE EACH PROVISION OF THIS
HOLDER CERTIFICATE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND
VALID UNDER APPLICABLE LAW, BUT IF ANY PROVISION OF THIS HOLDER CERTIFICATE
SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR


                                      A-2
<PAGE>   32

INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS OF THIS HOLDER CERTIFICATE.

     THIS HOLDER CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES OR "BLUE SKY" LAW, AND MAY NOT BE
TRANSFERRED, SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT OR LAWS.

     THIS HOLDER CERTIFICATE (OR ANY PORTION HEREOF) MAY ONLY BE TRANSFERRED TO
A PERSON IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST AGREEMENT REFERRED TO
ABOVE AND THE PARTICIPATION AGREEMENT REFERRED TO IN SUCH TRUST AGREEMENT.

        [The remainder of this page has been intentionally left blank.]


                                      A-3
<PAGE>   33


     IN WITNESS WHEREOF, the undersigned authorized officer of the Owner
Trustee has executed this Holder Certificate as of the date first set forth
above.


                              FIRST SECURITY BANK, NATIONAL ASSOCIATION, not
                              individually, except as expressly set forth
                              herein, but solely as the Owner Trustee under the
                              Guilford Real Estate Trust 1998-1


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